UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number: 001-16337

OIL STATES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		76-0476605
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Three Allen Center, 333 Clay Street
Suite 4620		77002
Houston,	Texas	(Zip Code)
(Address of principal executive offices)

(713) 652-0582

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

OIS

New York Stock Exchange

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			☒			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			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

As of ~~October~~April 21, ~~2022,~~2023, the number of shares of common stock outstanding was ~~63,902,143.~~64,254,578.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed Consolidated Financial Statements

Unaudited Consolidated Statements of Operations

Unaudited Consolidated Statements of Comprehensive Loss

Unaudited Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

Unaudited Consolidated Statements of Stockholders' Equity

Unaudited Consolidated Statements of Cash Flows

Notes to Unaudited Condensed Consolidated Financial Statements

–

Notes to Unaudited Condensed Consolidated Financial Statements

–

Cautionary Statement Regarding Forward-Looking Statements

–

Cautionary Statement Regarding Forward-Looking Statements

–

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

–

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

–

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

Signature Page

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Revenues:	Revenues:									Revenues:
Products	Products	$	99,743	$	70,409	$	284,537	$	209,892	Products		$	99,840	$	85,761
Services	Services	89,651		70,119		250,735		201,949		Services		96,359		78,283
		189,394		140,528		535,272		411,841				196,199		164,044

Costs and expenses:	Costs and expenses:									Costs and expenses:
Product costs	Product costs	81,576		60,310		225,765		173,699		Product costs		78,677		64,801
Service costs	Service costs	69,723		56,897		194,294		163,450		Service costs		72,058		61,803
Cost of revenues (exclusive of depreciation and amortization expense presented below)	Cost of revenues (exclusive of depreciation and amortization expense presented below)	151,299		117,207		420,059		337,149		Cost of revenues (exclusive of depreciation and amortization expense presented below)		150,735		126,604
Selling, general and administrative expense	Selling, general and administrative expense	23,374		20,078		70,964		63,395		Selling, general and administrative expense		24,016		23,833
Depreciation and amortization expense	Depreciation and amortization expense	16,413		19,657		51,469		62,086		Depreciation and amortization expense		15,256		17,817

Impairments of fixed and lease assets		—		—		—		3,444
Other operating income, net		(6,750)		(275)		(6,852)		(714)

Other operating expense, net										Other operating expense, net		317		126
		184,336		156,667		535,640		465,360				190,324		168,380
Operating income (loss)	Operating income (loss)	5,058		(16,139)		(368)		(53,519)		Operating income (loss)		5,875		(4,336)

Interest expense, net	Interest expense, net	(2,637)		(2,569)		(7,947)		(7,593)		Interest expense, net		(2,391)		(2,672)
Other income, net	Other income, net	491		2,137		1,892		7,917		Other income, net		276		1,025
Income (loss) before income taxes	Income (loss) before income taxes	2,912		(16,571)		(6,423)		(53,195)		Income (loss) before income taxes		3,760		(5,983)
Income tax (provision) benefit		(769)		3,529		(6,002)		9,072
Income tax provision										Income tax provision		(1,602)		(3,441)
Net income (loss)	Net income (loss)	$	2,143	$	(13,042)	$	(12,425)	$	(44,123)	Net income (loss)		$	2,158	$	(9,424)

Net income (loss) per share:	Net income (loss) per share:									Net income (loss) per share:
Basic	Basic	$	0.03	$	(0.22)	$	(0.20)	$	(0.73)	Basic		$	0.03	$	(0.16)
Diluted	Diluted	0.03		(0.22)		(0.20)		(0.73)		Diluted		0.03		(0.16)

Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic	Basic	62,674		60,377		61,292		60,264		Basic		62,825		60,498
Diluted	Diluted	62,676		60,377		61,292		60,264		Diluted		63,072		60,498

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(In Thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net income (loss)	Net income (loss)	$	2,143	$	(13,042)	$	(12,425)	$	(44,123)	Net income (loss)		$	2,158	$	(9,424)

Other comprehensive loss:

Other comprehensive income:										Other comprehensive income:
Currency translation adjustments	Currency translation adjustments	(11,939)		(5,838)		(23,758)		(4,207)		Currency translation adjustments		4,149		861

Comprehensive loss		$	(9,796)	$	(18,880)	$	(36,183)	$	(48,330)

Comprehensive income (loss)										Comprehensive income (loss)		$	6,307	$	(8,563)

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS

Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	33,103	$	52,852	Cash and cash equivalents	$	15,807	$	42,018
Accounts receivable, net	Accounts receivable, net	209,278		186,080		Accounts receivable, net	220,202		218,769
Inventories, net	Inventories, net	181,628		168,573		Inventories, net	196,278		182,658
Prepaid expenses and other current assets	Prepaid expenses and other current assets	18,164		19,222		Prepaid expenses and other current assets	18,130		19,317
Total current assets	Total current assets	442,173		426,727		Total current assets	450,417		462,762

Property, plant, and equipment, net	Property, plant, and equipment, net	305,067		338,583		Property, plant, and equipment, net	306,134		303,835
Operating lease assets, net	Operating lease assets, net	24,072		25,388		Operating lease assets, net	23,828		23,028
Goodwill, net	Goodwill, net	78,579		76,412		Goodwill, net	79,579		79,282
Other intangible assets, net	Other intangible assets, net	174,182		185,749		Other intangible assets, net	165,673		169,798
Other noncurrent assets	Other noncurrent assets	26,297		32,889		Other noncurrent assets	24,506		25,687
Total assets	Total assets	$	1,050,370	$	1,085,748	Total assets	$	1,050,137	$	1,064,392

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt	Current portion of long-term debt	$	20,026	$	18,262	Current portion of long-term debt	$	527	$	17,831
Accounts payable	Accounts payable	60,684		63,343		Accounts payable	73,478		73,251
Accrued liabilities	Accrued liabilities	51,691		43,401		Accrued liabilities	35,414		49,057
Current operating lease liabilities	Current operating lease liabilities	6,276		6,481		Current operating lease liabilities	6,528		6,142
Income taxes payable	Income taxes payable	4,795		2,564		Income taxes payable	3,719		2,605
Deferred revenue	Deferred revenue	50,732		43,236		Deferred revenue	48,969		44,790
Total current liabilities	Total current liabilities	194,204		177,287		Total current liabilities	168,635		193,676

Long-term debt	Long-term debt	134,972		160,488		Long-term debt	138,484		135,066
Long-term operating lease liabilities	Long-term operating lease liabilities	21,584		23,452		Long-term operating lease liabilities	20,912		20,658
Deferred income taxes	Deferred income taxes	5,923		3,637		Deferred income taxes	7,143		6,652
Other noncurrent liabilities	Other noncurrent liabilities	19,547		25,058		Other noncurrent liabilities	19,445		18,782
Total liabilities	Total liabilities	376,230		389,922		Total liabilities	354,619		374,834

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 76,586,244 shares and 73,900,160 shares issued, respectively		766		739
Common stock, $.01 par value, 200,000,000 shares authorized, 77,143,220 shares and 76,587,920 shares issued, respectively						Common stock, $.01 par value, 200,000,000 shares authorized, 77,143,220 shares and 76,587,920 shares issued, respectively	771		766
Additional paid-in capital	Additional paid-in capital	1,120,607		1,105,135		Additional paid-in capital	1,123,876		1,122,292
Retained earnings	Retained earnings	269,142		281,567		Retained earnings	274,185		272,027
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(89,789)		(66,031)		Accumulated other comprehensive loss	(74,792)		(78,941)
Treasury stock, at cost, 12,684,101 and 12,521,834 shares, respectively		(626,586)		(625,584)
Treasury stock, at cost, 12,888,342 and 12,684,101 shares, respectively						Treasury stock, at cost, 12,888,342 and 12,684,101 shares, respectively	(628,522)		(626,586)
Total stockholders' equity	Total stockholders' equity	674,140		695,826		Total stockholders' equity	695,518		689,558
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	1,050,370	$	1,085,748	Total liabilities and stockholders' equity	$	1,050,137	$	1,064,392

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In Thousands)


Three Months Ended September 30, 2022		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance, June 30, 2022		$	747	$	1,108,631	$	266,999	$	(77,850)	$	(626,586)	$	671,941
Three Months Ended March 31, 2023														Three Months Ended March 31, 2023	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance, December 31, 2022														Balance, December 31, 2022	$	766	$	1,122,292	$	272,027	$	(78,941)	$	(626,586)	$	689,558
Net income	Net income	—		—		2,143		—		—		2,143		Net income	—		—		2,158		—		—		2,158
Currency translation adjustments (excluding intercompany advances)	Currency translation adjustments (excluding intercompany advances)	—		—		—		(10,363)		—		(10,363)		Currency translation adjustments (excluding intercompany advances)	—		—		—		3,494		—		3,494
Currency translation adjustments on intercompany advances	Currency translation adjustments on intercompany advances	—		—		—		(1,576)		—		(1,576)		Currency translation adjustments on intercompany advances	—		—		—		655		—		655
Issuance of common stock in connection with settlement of disputes with seller of GEODynamics, Inc.		19		10,313		—		—		—		10,332
Stock-based compensation expense	Stock-based compensation expense	—		1,663		—		—		—		1,663		Stock-based compensation expense	5		1,584		—		—		—		1,589
Surrender of stock to settle taxes on stock awards	Surrender of stock to settle taxes on stock awards	—		—		—		—		—		—		Surrender of stock to settle taxes on stock awards	—		—		—		—		(1,936)		(1,936)
Balance, September 30, 2022		$	766	$	1,120,607	$	269,142	$	(89,789)	$	(626,586)	$	674,140
Balance, March 31, 2023														Balance, March 31, 2023	$	771	$	1,123,876	$	274,185	$	(74,792)	$	(628,522)	$	695,518


Nine Months Ended September 30, 2022		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Three Months Ended March 31, 2022														Three Months Ended March 31, 2022	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance, December 31, 2021	Balance, December 31, 2021	$	739	$	1,105,135	$	281,567	$	(66,031)	$	(625,584)	$	695,826	Balance, December 31, 2021	$	739	$	1,105,135	$	281,567	$	(66,031)	$	(625,584)	$	695,826
Net loss	Net loss	—		—		(12,425)		—		—		(12,425)		Net loss	—		—		(9,424)		—		—		(9,424)
Currency translation adjustments (excluding intercompany advances)	Currency translation adjustments (excluding intercompany advances)	—		—		—		(23,571)		—		(23,571)		Currency translation adjustments (excluding intercompany advances)	—		—		—		(3,580)		—		(3,580)
Currency translation adjustments on intercompany advances	Currency translation adjustments on intercompany advances	—		—		—		(187)		—		(187)		Currency translation adjustments on intercompany advances	—		—		—		4,441		—		4,441
Issuance of common stock in connection with settlement of disputes with seller of GEODynamics, Inc.		19		10,313		—		—		—		10,332
Stock-based compensation expense	Stock-based compensation expense	8		5,159		—		—		—		5,167		Stock-based compensation expense	7		1,828		—		—		—		1,835
Surrender of stock to settle taxes on stock awards	Surrender of stock to settle taxes on stock awards	—		—		—		—		(1,002)		(1,002)		Surrender of stock to settle taxes on stock awards	—		—		—		—		(990)		(990)
Balance, September 30, 2022		$	766	$	1,120,607	$	269,142	$	(89,789)	$	(626,586)	$	674,140
Balance, March 31, 2022														Balance, March 31, 2022	$	746	$	1,106,963	$	272,143	$	(65,170)	$	(626,574)	$	688,108

The accompanying notes are an integral part of these financial statements.

~~OIL STATES INTERNATIONAL, INC.AND SUBSIDIARIES~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(In Thousands)~~

Three Months Ended September 30, 2021 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity
Balance, June 30, 2021 $ 739 $ 1,101,959 $ 314,479 $ (69,754) $ (625,489) $ 721,934
Net loss — — (13,042) — — (13,042)
Currency translation adjustments (excluding intercompany advances) — — — (3,273) — (3,273)
Currency translation adjustments on intercompany advances — — — (2,565) — (2,565)
Stock-based compensation expense — 1,548 — — — 1,548
Surrender of stock to settle taxes on stock awards — — — — (95) (95)
Adoption of ASU 2020-06 — — — — — —
Balance, September 30, 2021 $ 739 $ 1,103,507 $ 301,437 $ (75,592) $ (625,584) $ 704,507

Nine Months Ended September 30, 2021 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity
Balance, December 31, 2020 $ 733 $ 1,122,945 $ 329,327 $ (71,385) $ (623,989) $ 757,631
Net loss — — (44,123) — — (44,123)
Currency translation adjustments (excluding intercompany advances) — — — (1,649) — (1,649)
Currency translation adjustments on intercompany advances — — — (2,558) — (2,558)
Stock-based compensation expense 6 6,245 — — — 6,251
Surrender of stock to settle taxes on stock awards — — — — (1,595) (1,595)
Adoption of ASU 2020-06 — (25,683) 16,233 — — (9,450)
Balance, September 30, 2021 $ 739 $ 1,103,507 $ 301,437 $ (75,592) $ (625,584) $ 704,507

~~The accompanying notes are an integral part of these financial statements.~~

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)


		Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021				2023		2022
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net loss		$	(12,425)	$	(44,123)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)							Net income (loss)	$	2,158	$	(9,424)
Adjustments to reconcile net income (loss) to net cash used in operating activities:							Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense	Depreciation and amortization expense	51,469		62,086			Depreciation and amortization expense	15,256		17,817
Settlement of disputes with seller of GEODynamics, Inc.		620		—

Impairments of inventories		—		2,113
Impairments of fixed and lease assets		—		3,444

Stock-based compensation expense	Stock-based compensation expense	5,167		6,251			Stock-based compensation expense	1,589		1,835
Amortization of debt discount and deferred financing costs		1,416		1,839
Amortization of deferred financing costs							Amortization of deferred financing costs	449		469
Deferred income tax provision (benefit)	Deferred income tax provision (benefit)	1,295		(10,340)			Deferred income tax provision (benefit)	396		(174)

Gains on extinguishment of 1.50% convertible senior notes		(157)		(4,022)

Gains on disposals of assets	Gains on disposals of assets	(1,538)		(3,558)			Gains on disposals of assets	(210)		(543)
Other, net	Other, net	616		325			Other, net	17		550
Changes in operating assets and liabilities, net of effect from acquired business:
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(27,745)		1,112			Accounts receivable	(745)		(9,086)
Inventories	Inventories	(18,680)		(10,767)			Inventories	(12,802)		(13,090)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	8,873		13,708			Accounts payable and accrued liabilities	(18,329)		(4,555)

Deferred revenue	Deferred revenue	7,496		(872)			Deferred revenue	4,179		4,324
Other operating assets and liabilities, net	Other operating assets and liabilities, net	2,586		3,376			Other operating assets and liabilities, net	2,124		1,142
Net cash flows provided by operating activities		18,993		20,572
Net cash flows used in operating activities							Net cash flows used in operating activities	(5,918)		(10,735)

Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Capital expenditures	Capital expenditures	(13,263)		(10,977)			Capital expenditures	(6,568)		(2,858)
Proceeds from disposition of property and equipment	Proceeds from disposition of property and equipment	2,211		6,160			Proceeds from disposition of property and equipment	223		869
Acquisition of business, net of cash acquired		(8,125)		—

Other, net	Other, net	(168)		(511)			Other, net	(48)		(67)
Net cash flows used in investing activities	Net cash flows used in investing activities	(19,345)		(5,328)			Net cash flows used in investing activities	(6,393)		(2,056)

Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Revolving credit facility borrowings	Revolving credit facility borrowings	9,830		12,782			Revolving credit facility borrowings	27,865		367
Revolving credit facility repayments	Revolving credit facility repayments	(9,830)		(31,782)			Revolving credit facility repayments	(22,865)		(367)
Payment of promissory note to seller of GEODynamics, Inc.		(10,000)		—
Issuance of 4.75% convertible senior notes		—		135,000
Purchases of 1.50% convertible senior notes		(6,272)		(125,952)

Repayment of 1.50% convertible senior notes							Repayment of 1.50% convertible senior notes	(17,315)		—
Other debt and finance lease repayments, net	Other debt and finance lease repayments, net	(541)		(55)			Other debt and finance lease repayments, net	(106)		(165)
Payment of financing costs	Payment of financing costs	(81)		(7,785)			Payment of financing costs	(21)		(68)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(1,002)		(1,595)			Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(1,936)		(990)
Net cash flows used in financing activities	Net cash flows used in financing activities	(17,896)		(19,387)			Net cash flows used in financing activities	(14,378)		(1,223)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(1,501)		(307)			Effect of exchange rate changes on cash and cash equivalents	478		320
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(19,749)		(4,450)			Net change in cash and cash equivalents	(26,211)		(13,694)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	52,852		72,011			Cash and cash equivalents, beginning of period	42,018		52,852
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	33,103	$	67,561		Cash and cash equivalents, end of period	$	15,807	$	39,158

Cash paid (received) for:	Cash paid (received) for:						Cash paid (received) for:
Interest	Interest	$	4,605	$	2,785		Interest	$	485	$	522
Income taxes, net	Income taxes, net	(67)		1,272			Income taxes, net	(2,465)		119

The accompanying notes are an integral part of these financial statements.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year.

As further discussed in Note 12, "Commitments and Contingencies," the impact of the Coronavirus Disease 2019 ("COVID-19") pandemic and the related economic, business and market disruptions continue to evolve and their 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 and 2021, the Company recorded asset impairments, severance and restructuring charges in response to these developments as further discussed in Note 3, "Asset Impairments and Other Charges and Benefits." 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 condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill and long-lived asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption.

The financial statements included in this report should be read in conjunction with the Company's audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

2. ~~Acquisition~~

On April 14, 2022, the Company acquired E-Flow Control Holdings Limited ("E-Flow"), a U.K.-based global provider of fully integrated handling, control, monitoring and instrumentation solutions. The purchase price of $8.1 million (net of cash acquired) was funded with cash-on-hand and is subject to customary post-closing adjustments. Under the terms of the purchase agreement, the Company may be entitled to indemnification for certain matters occurring prior to the acquisition.

The E-Flow transaction was accounted for using the acquisition method of accounting, based on the Company's preliminary estimates of the fair value of assets acquired (primarily long-lived intangible assets and goodwill) and liabilities assumed in the acquisition. E-Flow's results of operations have been included in the Company's consolidated financial statements and have been reported within the Offshore/Manufactured Products segment subsequent to the closing of the acquisition.

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~

~~3. Asset Impairments and Other Charges and Benefits~~

In March 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. As demand for most of the Company's products and services depends substantially on the level of capital expenditures by the oil and natural gas industry, these conditions caused rapid reductions to most of the Company's customers' drilling, completion and production activities and their related spending on the Company's products and services, particularly those supporting activities in the U.S. shale play regions, until the supply/demand imbalances eased. Following these March 2020 events, the Company immediately implemented significant cost reduction initiatives, which continued into 2021.

In this regard, during the first nine months of 2021, the Company continued its restructuring efforts, closed additional facilities in the United States and continued to assess the carrying value of its assets based on management actions and the industry outlook regarding demand for and pricing of its products and services, and recorded the following charges (in thousands):

Offshore/ Manufactured Products Well Site Services Downhole Technologies Corporate Pre-tax Total Tax After-tax Total
First quarter 2021
Impairments of fixed assets (Note 4)
$ — $ 650 $ — $ — $ 650 $ 137 $ 513
Severance and restructuring costs 282 1,306 275 1,555 3,418 717 2,701
Second quarter 2021
Impairments of operating lease assets (Note 4)
$ — $ 2,794 $ — $ — $ 2,794 $ 587 $ 2,207
Severance and restructuring costs — 2,351 203 — 2,554 536 2,018
Third quarter 2021
Impairment of inventories (Note 4)
$ — $ — $ 2,113 $ — $ 2,113 $ 444 $ 1,669
Severance and restructuring costs 256 352 129 — 737 154 583

Additionally, during the three and nine months ended September 30, 2021, the Company recognized $1.2 million and $8.8 million, respectively, in aggregate reductions to payroll tax expense (within cost of revenues and selling, general and administrative expense) as part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") employee retention credit program.

In August 2022, the Offshore/Manufactured Products segment settled outstanding litigation against certain service providers in exchange for cash totaling $6.9 million. In connection with this settlement, the Company recognized a gain of $6.1 million (net of legal and other related costs) in the third quarter of 2022, which is included in other operating income, net.

Should, among other events and circumstances, the ongoing war between Russia and Ukraine escalate or spread, global economic and industry conditions deteriorate, the COVID-19 pandemic-induced business, supply chain and market disruptions worsen, the outlook for future operating results and cash flow for any of the Company's segments decline, income tax rates increase or regulations change, climate and environmental regulations or rules change, costs of equity or debt capital increase, valuation for comparable public companies or comparable acquisition valuations decrease, or management implements strategic decisions based on industry conditions, the Company may need to recognize additional impairment losses and/or incur other costs in future periods.

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~

4. Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 is presented below (in thousands):


		September 30, 2022			December 31, 2021				March 31, 2023			December 31, 2022
Accounts receivable, net:	Accounts receivable, net:							Accounts receivable, net:
Trade	Trade	$	145,949		$	116,434		Trade	$	163,360		$	145,540
Unbilled revenue	Unbilled revenue	23,412			24,389			Unbilled revenue	27,849			29,679
Contract assets	Contract assets	36,752			39,755			Contract assets	27,731			42,599
Other	Other	7,564			9,973			Other	6,621			6,177
Total accounts receivable	Total accounts receivable	213,677			190,551			Total accounts receivable	225,561			223,995
Allowance for doubtful accounts	Allowance for doubtful accounts	(4,399)			(4,471)			Allowance for doubtful accounts	(5,359)			(5,226)
		$	209,278		$	186,080			$	220,202		$	218,769

Allowance for doubtful accounts as a percentage of total accounts receivable	Allowance for doubtful accounts as a percentage of total accounts receivable	2		%	2		%	Allowance for doubtful accounts as a percentage of total accounts receivable	2		%	2		%

September 30,
2022 December 31,
2021
Deferred revenue (contract liabilities) $ 50,732 $ 43,236


	March 31, 2023		December 31, 2022
Deferred revenue (contract liabilities)	$	48,969	$	44,790

As of ~~September 30, 2022,~~March 31, 2023, accounts receivable, net in the United States and the United Kingdom represented 75% and 12%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company's total accounts receivable as of ~~September 30, 2022.~~March 31, 2023.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the ~~$3.0~~$14.9 million net decrease in contract assets was attributable to ~~$30.4~~$27.8 million transferred to accounts receivable during the period, which was partially offset by ~~$27.6~~$12.9 million in revenue ~~recognized during the period.~~recognized. Deferred revenue (contract liabilities) increased by ~~$7.5~~$4.2 million in the first ~~nine~~three months of ~~2022,~~2023, reflecting ~~$22.7~~$13.2 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of ~~$14.8~~$9.0 million of revenue that was deferred at the beginning of the period.

The following provides a summary of activity in the allowance for doubtful accounts for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Allowance for doubtful accounts – January 1	Allowance for doubtful accounts – January 1	$	4,471	$	8,304	Allowance for doubtful accounts – January 1	$	5,226	$	4,471
Provisions	Provisions	1,237		20		Provisions	133		943
Write-offs	Write-offs	(1,581)		(2,200)		Write-offs	(21)		(635)
Other	Other	272		136		Other	21		—
Allowance for doubtful accounts – September 30		$	4,399	$	6,260
Allowance for doubtful accounts – March 31						Allowance for doubtful accounts – March 31	$	5,359	$	4,779


	March 31, 2023		December 31, 2022
Inventories, net:
Finished goods and purchased products	$	95,094	$	90,443
Work in process	31,632		32,079
Raw materials	108,058		97,817
Total inventories	234,784		220,339
Allowance for excess or obsolete inventory	(38,506)		(37,681)
	$	196,278	$	182,658


			March 31, 2023			December 31, 2022
Property, plant and equipment, net:







Property, plant and equipment	$	1,139,138		$	1,128,834
Accumulated depreciation	(833,004)			(824,999)
							$	306,134	$	303,835

For the three months ended March 31, 2023 and 2022, depreciation expense was $11.0 million and $12.7 million, respectively.


	March 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	141,259	$	49,851	$	91,408	$	141,179	$	47,629	$	93,550
Patents/Technology/Know-how	69,925		30,537		39,388		69,830		29,214		40,616
Tradenames and other	52,497		17,620		34,877		52,488		16,856		35,632
	$	263,681	$	98,008	$	165,673	$	263,497	$	93,699	$	169,798

For the three months ended March 31, 2023 and 2022, amortization expense was $4.3 million and $5.2 million, respectively.

119

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

September 30,
2022 December 31,
2021
Inventories, net:
Finished goods and purchased products $ 87,542 $ 87,934
Work in process 29,652 24,722
Raw materials 102,120 96,357
Total inventories 219,314 209,013
Allowance for excess or obsolete inventory (37,686) (40,440)
$ 181,628 $ 168,573


	March 31, 2023		December 31, 2022
Other noncurrent assets:
Deferred compensation plan	$	18,349	$	17,551
Deferred financing costs(1)	—		1,893
Deferred income taxes	1,518		1,517
Other	4,639		4,726
	$	24,506	$	25,687

The Company recorded an impairment charge of $2.1 million in the third quarter of 2021 to reduce the carrying value of inventories within the Downhole Technologies segment to their estimated net realizable value based primarily on management's decision to exit a product offering.

September 30,
2022 December 31,
2021
Property, plant and equipment, net:
Property, plant and equipment $ 1,121,891 $ 1,151,533
Accumulated depreciation (816,824) (812,950)
$ 305,067 $ 338,583

For the three months ended September 30, 2022 and 2021, depreciation expense was $11.3 million and $14.7 million, respectively. Depreciation expense was $35.9 million and $46.7 million, respectively, for the nine months ended September 30, 2022 and 2021.

During the first and second quarters of 2021, the Well Site Services segment recognized non-cash fixed and operating lease asset impairment charges of $0.7 million and $2.8 million, respectively, associated with the closure of additional facilities coupled with other management actions. During the second quarter of 2021, the segment also recorded an additional $1.9 million charge associated with the exit of a leased facility.

September 30, 2022 December 31, 2021
Gross
Carrying
Amount Accumulated
Amortization Net Carrying Amount Gross
Carrying
Amount Accumulated
Amortization Net Carrying Amount
Other intangible assets:
Customer relationships $ 149,673 $ 53,925 $ 95,748 $ 168,284 $ 66,734 $ 101,550
Patents/Technology/Know-how 79,769 37,747 42,022 78,821 33,151 45,670
Tradenames and other 53,956 17,544 36,412 53,708 15,179 38,529
$ 283,398 $ 109,216 $ 174,182 $ 300,813 $ 115,064 $ 185,749

For the three months ended September 30, 2022 and 2021, amortization expense was $5.1 million and $4.9 million, respectively. Amortization expense was $15.5 million and $15.4 million for the nine months ended September 30, 2022 and 2021, respectively.

September 30,
2022 December 31,
2021
Other noncurrent assets:
Deferred compensation plan $ 18,198 $ 23,348
Deferred financing costs 2,093 2,674
Deferred income taxes 1,255 1,878
Other 4,751 4,989
$ 26,297 $ 32,889

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~____________________

(1)Unamortized deferred financing costs are presented as an offset to outstanding borrowing under the ABL Facility as of March 31, 2023.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Accrued compensation	Accrued compensation	$	26,909	$	20,904	Accrued compensation	$	15,882	$	33,659
Accrued taxes, other than income taxes	Accrued taxes, other than income taxes	9,268		5,130		Accrued taxes, other than income taxes	3,175		1,865
Insurance liabilities	Insurance liabilities	4,953		6,361		Insurance liabilities	4,976		4,640
Accrued interest	Accrued interest	3,527		3,629		Accrued interest	3,324		1,784
Accrued commissions	Accrued commissions	2,176		2,194		Accrued commissions	2,432		2,302
Other	Other	4,858		5,183		Other	5,625		4,807
		$	51,691	$	43,401		$	35,414	$	49,057

5.3. Long-term Debt

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, long-term debt consisted of the following (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Revolving credit facility(1)	Revolving credit facility(1)	$	—	$	—	Revolving credit facility(1)	$	3,305	$	—
2026 Notes(2)	2026 Notes(2)	131,944		131,291		2026 Notes(2)	132,379		132,164
2023 Notes~~(3)~~	2023 Notes~~(3)~~	19,473		25,802		2023 Notes~~(3)~~	—		17,303
Promissory note		—		17,534
Other debt and finance lease obligations	Other debt and finance lease obligations	3,581		4,123		Other debt and finance lease obligations	3,327		3,430
Total debt	Total debt	154,998		178,750		Total debt	139,011		152,897
Less: Current portion	Less: Current portion	(20,026)		(18,262)		Less: Current portion	(527)		(17,831)
Total long-term debt	Total long-term debt	$	134,972	$	160,488	Total long-term debt	$	138,484	$	135,066

____________________

(1)Outstanding borrowings under the revolving credit facility are presented net of $1.7 million of unamortized deferred financing costs as of March 31, 2023. Unamortized deferred financing costs of ~~$2.1 million and $2.7~~$1.9 million as of ~~September 30, 2022 and~~ December 31, ~~2021, respectively,~~2022 are presented in other noncurrent assets.

(2)The outstanding principal amount of the 2026 Notes was $135.0 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~

~~(3)The outstanding principal amount of the 2023 Notes was $19.5 million and $26.0 million as of September 30, 2022 and December 31, 2021, respectively.~~2022.

Revolving Credit Facility

On 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 "ABL Facility") under which credit availability is subject to a borrowing base calculation. ~~On March 16, 2021, the Company entered into an amendment to the ABL Facility that permitted the Company to incur the indebtedness represented by the 2026 Notes discussed below.~~

The ABL Facility is governed by a credit agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (the "ABL Agreement"). The ABL 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.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The ABL 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 ABL Agreement are secured by a pledge of substantially all of the Company's domestic assets (other than real property) and the stock of certain foreign subsidiaries.

~~Borrowings~~Since December 13, 2022, borrowings under the ABL Agreement bear interest at a rate equal to the ~~London Interbank Offered~~Secured Overnight Financing Rate ("~~LIBOR"~~SOFR") rate (subject to a floor rate of 0%) 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. Quarterly, the Company must also pay a commitment fee of 0.375% to 0.50% per annum, based on unused commitments under the ABL Agreement.

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~

The ABL 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 2023 Notes and~~ the 2026 Notes discussed below), engage in mergers, and other matters, in each case, subject to certain exceptions. The ABL Agreement contains customary default provisions, which, if triggered, could result in acceleration of repayment of all amounts then outstanding. The ABL Agreement also requires the Company to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 (i) in the event that availability under the ABL Agreement is less than the greater of (a) 15% of the borrowing base and (b) $14.1 million; (ii) to complete certain specified transactions; or (iii) if an event of default has occurred and is continuing.

As of ~~September 30, 2022,~~March 31, 2023, the Company had ~~$17.6~~$5.0 million of outstanding ABL Facility borrowings and $15.9 million of outstanding letters of ~~credit, but no borrowings outstanding under the ABL Agreement.~~credit. The total amount available to be drawn as of ~~September 30, 2022~~March 31, 2023 was ~~$79.9~~$92.8 million, calculated based on the current borrowing base less outstanding borrowings ~~if any,~~ and letters of credit. As of ~~September 30, 2022,~~March 31, 2023, the Company was in compliance with its debt covenants under the ABL Agreement.

2026 Notes

~~On March 19, 2021, the~~The Company issued $135.0 million aggregate principal amount of its 4.75% convertible senior notes due 2026 (the "2026 Notes") pursuant to an indenture, dated as of March 19, 2021 (the "2026 Indenture"), between the Company and ~~Wells Fargo Bank, National Association, as trustee.~~ Computershare Trust Company, National Association, ~~assumed the role of trustee~~ as ~~of March 1, 2022.~~successor trustee. Net proceeds from the 2026 Notes offering, after deducting issuance costs, totaled $130.6 million. The Company used $120.0 million of the cash proceeds to purchase $125.0 million principal amount of the outstanding 2023 Notes (as defined below) at a discount, with the balance added to cash on-hand.

The 2026 Notes bear interest at a rate of 4.75% per year and will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears on April 1 and October 1 of each year. Additional interest and special interest may accrue on the 2026 Notes under certain circumstances as described in the 2026 Indenture. The initial conversion rate is 95.3516 shares of the Company's common stock per $1,000 principal amount of the 2026 Notes (equivalent to an initial conversion price of $10.49 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the 2026 Indenture. The Company's intent is to repay the principal amount of the 2026 Notes in cash and settle the conversion feature (if any) in shares of the Company's common stock. As of ~~September 30, 2022,~~March 31, 2023, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

2023 Notes

On ~~January 30, 2018,~~February 15, 2023, the ~~Company issued $200.0 million aggregate principal amount of its~~Company's 1.50% convertible senior notes due 2023 (the "2023 Notes") ~~pursuant to an indenture, dated as of January 30, 2018 (the "2023 Indenture"), between~~matured and the ~~Company and Wells Fargo Bank, National Association, as trustee. Computershare Trust Company, National Association, assumed the role of trustee as of March 1, 2022. As of September 30, 2022, $19.5~~outstanding $17.3 million principal amount of the 2023 Notes remained outstanding. The 2023 Notes bear interest at a rate of 1.50% per year and 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 the 2023 Notes (equivalent to an initial conversion price of $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 2023 Indenture. The Company's intent is to repay the principal amount of the 2023 Notes in cash. As of September 30, 2022, none of the conditions allowing holders of the 2023 Notes to convert, or requiring us to repurchase the 2023 Notes, had been met.

The following table provides a summary of the Company's purchases of outstanding 2023 Notes during the nine months ended September 30, 2022 and 2021, with non-cash gains reported within other income, net (in thousands):

Principal Amount Carrying Value of Liability Cash Paid Non-cash Gains Recognized
Nine Months Ended September 30,
2022 $ 6,454 $ 6,429 $ 6,272 $ 157
2021 131,400 129,974 125,952 4,022

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~

~~Promissory Note~~

In connection with the 2018 acquisition of GEODynamics, Inc. ("GEODynamics" and the "GEODynamics Acquisition"), the Company issued a $25.0 million promissory note (the "GEO Note") that bore interest at 2.50% per annum (subject to adjustment) and was scheduled to mature on July 12, 2019. Payments due under the GEO Note were subject to set-off, in full or in part, against certain indemnification claims related to matters occurring prior to the GEODynamics Acquisition. The Company asserted indemnification claims against the seller of GEODynamics (the "GEO Seller"), and the GEO Seller filed a breach of contract suit against the Company and one of its wholly-owned subsidiaries alleging that payments due under the GEO Note were required to be repaid in accordance with the terms of such note. The Company incurred settlement costs and expenses of $7.5 million related to such indemnification claims, and as of June 28, 2022 had reduced the carrying amount of such note in the consolidated balance sheet to $17.5 million, which was its then-current best estimate of what was owed after set-off for such indemnification matters. As further discussed in Note 12, "Commitments and Contingencies," on June 28, 2022, the Company settled its disputes with the GEO Seller, including the full and final settlement of all amounts due under the GEO Note. Pursuant to the settlement agreement, on July 1, 2022, the Company paid the GEO Seller $10.0 million in cash, issued approximately 1.9 million shares of its common stock (having a market value of $10.3 million) and extinguished the $17.5 million carrying value of the GEO Note along with accrued interest of $2.2 million.full.

6.4. Fair Value Measurements

The Company's financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the ~~2023 Notes and~~ 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2023 Notes as of September 30, 2022 was $19.1 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $19.5 million. The estimated fair value of the 2026 Notes as of ~~September 30, 2022~~March 31, 2023 was ~~$110.4~~$151.1 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $135.0 million.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

5. Stockholders' Equity

Common and Preferred Stock

The following table provides details with respect to the changes to the number of shares of common stock, $0.01 par value, outstanding during the first ~~nine~~three months of ~~2022~~2023 (in thousands):

Shares of common stock outstanding – December 31, ~~2021~~2022

~~61,378~~

~~Issuance of common stock to seller of GEODynamics, Inc. (Note 12)~~

~~1,910~~63,904

Restricted stock awards, net of forfeitures

~~776~~555

Shares withheld for taxes on vesting of stock awards

~~(162)~~(204)

Shares of common stock outstanding – ~~September 30, 2022~~March 31, 2023

~~63,902~~64,255

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had 25,000,000 shares of preferred stock, $0.01 par value, authorized, with no shares issued or outstanding.

On February 16, 2023, the Company's Board of Directors authorized $25.0 million for the repurchases of the Company's common stock, par value $0.01 per share, through February 2025. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate. As of March 31, 2023, no repurchases were made under this authorization.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, reported as a component of stockholders' equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company's operating segments. Accumulated other comprehensive loss ~~increased~~decreased from ~~$66.0~~$78.9 million at December 31, ~~2021~~2022 to ~~$89.8~~$74.8 million at ~~September 30, 2022.~~March 31, 2023. For the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ currency translation adjustments recognized as a component of other comprehensive ~~loss~~income were primarily attributable to the United Kingdom and Brazil.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, the exchange rates for the British pound and the Brazilian real strengthened by 3% and 2%, respectively, compared to the U.S. dollar, contributing to other comprehensive income of $4.1 million. During the three months ended March 31, 2022, the exchange rate for the British pound weakened by ~~18%~~3% compared to the U.S. dollar while the Brazilian real strengthened by 3%17% compared to the U.S. dollar, contributing to other comprehensive income of $0.9 million.

6. Income Taxes

The income tax expense for the three months ended March 31, 2023 was calculated using a discrete approach. This methodology was used because changes in the Company's results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate. For the three months ended March 31, 2023, the Company's income tax expense was $1.6 million on pre-tax income of $3.8 million, which included certain non-deductible expenses and discrete tax items. This compares to an income tax expense of $3.4 million on a pre-tax loss of ~~$23.8 million. During~~$6.0 million, which included the ~~nine~~impact of valuation allowances recorded against tax assets as well as certain non-deductible expenses and discrete tax items, for the three months ended September 30, 2021, the exchange rate for the British pound and the Brazilian real weakened by 1% and 5%, respectively, compared to the U.S. dollar, contributing to other comprehensive loss of $4.2 million.March 31, 2022.

1512

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~8. Income Taxes~~

For the three months ended September 30, 2022, the Company's income tax expense was $0.8 million on a pre-tax income of $2.9 million. This compares to an income tax benefit of $3.5 million on a pre-tax loss of $16.6 million, which included certain non-deductible expenses, for the three months ended September 30, 2021.

For the nine months ended September 30, 2022, the Company's income tax expense was $6.0 million on a pre-tax loss of $6.4 million. Income tax expense in the first nine months of 2022 was negatively impacted by valuation allowances recorded against U.S. tax assets as well as certain non-deductible expenses and discrete tax items. This compares to an income tax benefit of $9.1 million on a pre-tax loss of $53.2 million, which included certain non-deductible expenses and discrete tax items, for the nine months ended September 30, 2021.

9.7. Net Income (Loss) Per Share

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands, except per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Numerators:	Numerators:									Numerators:
Net income (loss)	Net income (loss)	$	2,143	$	(13,042)	$	(12,425)	$	(44,123)	Net income (loss)		$	2,158	$	(9,424)
Less: Income attributable to unvested restricted stock awards	Less: Income attributable to unvested restricted stock awards	(41)		—		—		—		Less: Income attributable to unvested restricted stock awards		(42)		—
Numerator for basic net income (loss) per share	Numerator for basic net income (loss) per share	2,102		(13,042)		(12,425)		(44,123)		Numerator for basic net income (loss) per share		2,116		(9,424)
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Unvested restricted stock awards	Unvested restricted stock awards	3		—		—		—		Unvested restricted stock awards		—		—
Numerator for diluted net income (loss) per share	Numerator for diluted net income (loss) per share	$	2,105	$	(13,042)	$	(12,425)	$	(44,123)	Numerator for diluted net income (loss) per share		$	2,116	$	(9,424)

Denominators:	Denominators:									Denominators:
Weighted average number of common shares outstanding	Weighted average number of common shares outstanding	63,896		61,378		62,490		61,294		Weighted average number of common shares outstanding		64,068		61,627
Less: Weighted average number of unvested restricted stock awards outstanding	Less: Weighted average number of unvested restricted stock awards outstanding	(1,222)		(1,001)		(1,198)		(1,030)		Less: Weighted average number of unvested restricted stock awards outstanding		(1,243)		(1,129)
Denominator for basic net income (loss) per share	Denominator for basic net income (loss) per share	62,674		60,377		61,292		60,264		Denominator for basic net income (loss) per share		62,825		60,498
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Unvested restricted stock awards	Unvested restricted stock awards	2		—		—		—		Unvested restricted stock awards		—		—

Unvested performance share units										Unvested performance share units		247		—

Denominator for diluted net income (loss) per share	Denominator for diluted net income (loss) per share	62,676		60,377		61,292		60,264		Denominator for diluted net income (loss) per share		63,072		60,498

Net income (loss) per share:	Net income (loss) per share:									Net income (loss) per share:
Basic	Basic	$	0.03	$	(0.22)	$	(0.20)	$	(0.73)	Basic		$	0.03	$	(0.16)
Diluted	Diluted	0.03		(0.22)		(0.20)		(0.73)		Diluted		0.03		(0.16)

The calculation of diluted ~~net income (loss)~~earnings per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 excluded ~~249~~209 thousand shares and 287 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. The calculation of diluted net loss per share for the three and nine months ended September 30, 2021 excluded 394 thousand shares and 444298 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. Additionally, shares issuable upon conversion of ~~both~~ the ~~2023 Notes and the 2026 Notes~~Company's convertible senior notes were excluded from ~~the calculation of diluted net income (loss) per share for the three and nine months ended September 30, 2022 and 2021~~each period due to, among other factors, the Company's share price.

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~

~~10.~~8. Long-Term Incentive Compensation

The following table presents a summary of activity for stock options, service-based restricted stock and stock unit awards, and performance-based stock unit awards for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 (in thousands):


		Stock Options	Service-based Restricted Stock		Performance- and Service-based Stock Units			Stock Options	Service-based Restricted Stock		Performance- and Service-based Stock Units
Outstanding – December 31, 2021		388	993		358
Outstanding – December 31, 2022							Outstanding – December 31, 2022	245	1,222		494
Granted	Granted	—	788		272		Granted	—	555		168
Vested	Vested	—	(548)		—		Vested	—	(513)		—
Forfeited	Forfeited	(143)	(12)		—		Forfeited	(82)	—		—
Outstanding – September 30, 2022		245	1,221		630
Weighted average grant date fair value (2022 awards)			$	6.50	$	6.51
Outstanding – March 31, 2023							Outstanding – March 31, 2023	163	1,264		662
Weighted average grant date fair value (2023 awards)							Weighted average grant date fair value (2023 awards)		$	9.11	$	9.11

The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards generally vest on a straight-line basis over a term of three years. Service-based stock unit awards (39 thousand units outstanding as of ~~September 30, 2022)~~March 31, 2023) vest ~~at the end of a~~over one-year, ~~period, however~~with the underlying shares ~~are not~~ issued ~~until~~at a specified future date. Performance-based stock unit awards generally vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance ~~objectives. The performance objective for performance-based awards granted in 2022 and 2021 is~~objectives based on the Company's cumulative EBITDA over a three-year period. ~~The performance objective for outstanding awards granted in 2020 is the Company's EBITDA growth rate over a three-year period.~~

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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.

~~During the first quarters of 2022 and 2021, the~~The Company issued conditional long-term cash incentive awards ("Cash Awards") of $1.5 million in the first quarters of 2023 and ~~$1.5 million, respectively, with the ultimate dollar amount to be awarded ranging from zero to a maximum of $3.1 million for both the 2022 and 2021 Cash Awards.~~2022. The performance measure for each of 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 2022 and 2021 Cash Awards is~~each annual grant may range from zero to a maximum of $3.1 million, limited to their targeted award value ($1.5 million) if the Company's total stockholder return were to be negative over the performance period. ~~The obligations, if any,~~Obligations related to the Cash Awards are classified as liabilities and recognized over ~~the~~their respective vesting ~~period.~~periods.

Stock-based compensation expense recognized during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 totaled ~~$1.7~~$1.6 million and ~~$5.2 million, respectively. Stock-based compensation expense recognized during the three and nine months ended September 30, 2021 totaled $1.5 million and $6.3~~$1.8 million, respectively. As of ~~September 30, 2022,~~March 31, 2023, there was ~~$8.5~~$11.4 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied.

1714

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~11.~~9. Segments and Related Information

The Company operates through three operating segments: Offshore/Manufactured Products, Well Site Services and Downhole Technologies. Financial information by operating segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ is summarized in the following tables (in thousands).


		Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets			Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended September 30, 2022
Three Months Ended March 31, 2023												Three Months Ended March 31, 2023
Offshore/Manufactured Products~~(1)~~	Offshore/Manufactured Products~~(1)~~	$	96,037	$	5,072	$	13,373	$	1,620	$	540,940	Offshore/Manufactured Products~~(1)~~	$	98,199	$	4,668	$	11,090	$	535	$	548,439
Well Site Services	Well Site Services	60,509		6,732		2,359		4,894		205,018		Well Site Services	67,058		6,146		6,966		5,772		212,415
Downhole Technologies	Downhole Technologies	32,848		4,442		(342)		273		257,676		Downhole Technologies	30,942		4,275		(1,519)		249		256,095
Corporate	Corporate	—		167		(10,332)		23		46,736		Corporate	—		167		(10,662)		12		33,188
Total	Total	$	189,394	$	16,413	$	5,058	$	6,810	$	1,050,370	Total	$	196,199	$	15,256	$	5,875	$	6,568	$	1,050,137

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets
Three Months Ended September 30, 2021
Offshore/Manufactured Products $ 69,003 $ 5,662 $ 1,764 $ 677 $ 525,894
Well Site Services 45,998 9,531 (5,250) 2,203 210,601
Downhole Technologies(2)
25,527 4,226 (5,035) 378 275,095
Corporate — 238 (7,618) 408 80,309
Total $ 140,528 $ 19,657 $ (16,139) $ 3,666 $ 1,091,899

~~________________~~

~~(1)Operating income included a $6.1 million gain on settlement of outstanding litigation against certain service providers.~~

~~(2)Operating loss included a non-cash inventory impairment charge of $2.1 million.~~

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets
Nine Months Ended September 30, 2022
Offshore/Manufactured Products(1)
$ 276,616 $ 15,651 $ 33,010 $ 3,093 $ 540,940
Well Site Services 163,500 22,059 (435) 9,360 205,018
Downhole Technologies 95,156 13,249 (3,332) 657 257,676
Corporate — 510 (29,611) 153 46,736
Total $ 535,272 $ 51,469 $ (368) $ 13,263 $ 1,050,370

Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets
Nine Months Ended September 30, 2021
Offshore/Manufactured Products $ 206,520 $ 16,688 $ 7,645 $ 1,932 $ 525,894
Well Site Services(2)
127,604 31,641 (26,693) 7,410 210,601
Downhole Technologies(3)
77,717 13,136 (8,945) 658 275,095
Corporate — 621 (25,526) 977 80,309
Total $ 411,841 $ 62,086 $ (53,519) $ 10,977 $ 1,091,899

~~________________~~

~~(1)Operating income included a $6.1 million gain on settlement of outstanding litigation against certain service providers.~~

~~(2)Operating loss included non-cash fixed and lease asset impairment charges of $3.4 million.~~

~~(3)Operating loss included a non-cash inventory impairment charge of $2.1 million.~~

See Note 3, "Asset Impairments and Other Charges and Benefits," and Note 4, "Details of Selected Balance Sheet Accounts," for further discussion of these and other charges and benefits recognized in first nine months of 2022 and 2021.

~~OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Continued)~~


	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2022
Offshore/Manufactured Products	$	84,112	$	5,330	$	10,196	$	902	$	559,877
Well Site Services	48,172		7,932		(3,395)		1,548		197,077
Downhole Technologies	31,760		4,384		(1,505)		317		265,958
Corporate	—		171		(9,632)		91		55,053
Total	$	164,044	$	17,817	$	(4,336)	$	2,858	$	1,077,965

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):

Offshore/Manufactured Products Well Site Services Downhole Technologies Total
2022 2021 2022 2021 2022 2021 2022 2021
Three Months Ended September 30
Major revenue categories -
Project-driven products $ 38,911 $ 25,294 $ — $ — $ — $ — $ 38,911 $ 25,294
Short-cycle:
Completion products and services 15,036 11,544 53,928 42,714 32,848 25,527 101,812 79,785
Drilling services — — 6,581 3,284 — — 6,581 3,284
Other products 8,674 7,138 — — — — 8,674 7,138
Total short-cycle 23,710 18,682 60,509 45,998 32,848 25,527 117,067 90,207
Other products and services 33,416 25,027 — — — — 33,416 25,027
$ 96,037 $ 69,003 $ 60,509 $ 45,998 $ 32,848 $ 25,527 $ 189,394 $ 140,528


		Offshore/Manufactured Products				Well Site Services				Downhole Technologies				Total					Offshore/Manufactured Products				Well Site Services				Downhole Technologies				Total
		2022		2021		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022		2023		2022		2023		2022
Nine Months Ended September 30
Three Months Ended March 31																		Three Months Ended March 31
Major revenue categories -	Major revenue categories -																	Major revenue categories -
Project-driven products	Project-driven products	$	113,853	$	78,494	$	—	$	—	$	—	$	—	$	113,853	$	78,494	Project-driven products	$	39,132	$	33,844	$	—	$	—	$	—	$	—	$	39,132	$	33,844
Short-cycle:	Short-cycle:																	Short-cycle:
Completion products and services	Completion products and services	43,893		30,105		149,845		120,596		95,156		77,717		288,894		228,418		Completion products and services	17,955		13,580		65,406		45,166		30,942		31,760		114,303		90,506
Drilling services	Drilling services	—		—		13,655		7,008		—		—		13,655		7,008		Drilling services	—		—		1,652		3,006		—		—		1,652		3,006
Other products	Other products	24,052		16,857		—		—		—		—		24,052		16,857		Other products	9,485		7,044		—		—		—		—		9,485		7,044
Total short-cycle	Total short-cycle	67,945		46,962		163,500		127,604		95,156		77,717		326,601		252,283		Total short-cycle	27,440		20,624		67,058		48,172		30,942		31,760		125,440		100,556
Other products and services	Other products and services	94,818		81,064		—		—		—		—		94,818		81,064		Other products and services	31,627		29,644		—		—		—		—		31,627		29,644
		$	276,616	$	206,520	$	163,500	$	127,604	$	95,156	$	77,717	$	535,272	$	411,841		$	98,199	$	84,112	$	67,058	$	48,172	$	30,942	$	31,760	$	196,199	$	164,044

Revenues from products and services transferred to customers over time accounted for approximately ~~63%~~66% and ~~63%~~62% of consolidated revenues for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of ~~September 30, 2022,~~March 31, 2023, the Company had ~~$168.1~~$209.9 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately ~~15%~~35% of this remaining backlog is expected to be recognized as revenue over the remaining ~~three~~nine months of ~~2022,~~2023, with an additional ~~50%~~46% recognized in ~~2023~~2024 and the balance thereafter.

~~12. Commitments and Contingencies~~

During 2021 and the first nine months of 2022, the distribution of COVID-19 vaccines progressed and many government-imposed restrictions were relaxed or rescinded. However, the effects of the COVID-19 pandemic and related economic, business and market disruptions continue and the macro outlook remains uncertain. The most direct impacts that the Company continues to experience are decreased pricing for its products and services due to the timing and rate of activity increases, market pressures driving increased capital discipline by its customers, supply chain disruptions, labor market constraints and inflation in wages, materials, parts, equipment and other costs. While the prices of and demand for crude oil have recovered from the lows seen in the initial stages of the pandemic, further outbreaks or the emergence of new strains of the COVID-19 virus could result in the reimposition of domestic and international regulations directing individuals to stay at home, limiting travel, requiring facility closures and imposing quarantines. Widespread implementation of these or similar restrictions could result in commodity price volatility, reduced demand for the Company's products and services, as well as delays in or inability of the Company to fulfill its contractual obligations to customers, logistic constraints, increases in the Company's costs and workforce and raw material shortages. The Company continues to monitor the effect of the COVID-19 pandemic on its employees, customers, critical suppliers and other stakeholders. The ultimate duration of the COVID-19 pandemic, along with resulting governmental restrictions and related impacts on the prices of and demand for crude oil, the global economy and capital markets remains uncertain.

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10. Commitments and Contingencies

The Company is a party to various 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, 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 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.

Following the GEODynamics Acquisition in January 2018, the Company determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process were potentially subject to anti-dumping and countervailing duties. Following an internal review, the Company voluntarily disclosed this matter to U.S. Customs and Border Protection ("CBP") and, in December 2020, reached an agreement with CBP to settle this matter for $7.3 million. The Company asserted indemnification claims for such settlement amount and related costs of $7.5 million against the GEO Seller and pursed its right to set-off such amounts against payments due under the GEO Note. As of June 28, 2022, the Company had reduced the carrying amount of such note in its consolidated balance sheet to $17.5 million, which was the Company's then-current best estimate of what was owed after set-off for such indemnification matters prior to the settlement of the counterclaim described below.

In August 2020, the GEO Seller filed a breach of contract suit against the Company and one of its wholly-owned subsidiaries in federal court alleging that payments due under GEO Note were not repaid in accordance with the terms of such note. Additionally, the GEO Seller alleged that it was entitled to approximately $19.0 million in U.S. federal income tax carryback claims received by the Company under the provisions of the CARES Act. On February 15, 2021, following the federal magistrate's report and recommendation that the federal district court dismiss the GEO Seller's lawsuit for lack of federal jurisdiction, the GEO Seller dismissed the federal lawsuit without prejudice and refiled its lawsuit in state court. On September 20, 2021, the state court denied the GEO Seller's motion for partial summary judgement. In December 2021, the Company filed a counterclaim against the GEO Seller alleging material misrepresentations and breaches of warranties by the GEO Seller with respect to GEODynamics' liability for anti-dumping and countervailing duties.

On June 28, 2022, the Company entered into a settlement agreement (the "Settlement Agreement") with the GEO Seller, related to the matters discussed above (the "Settlement"), including the full and final settlement of all amounts due pursuant to the GEO Note ($17.5 million in principal amount and accrued interest of $2.2 million outstanding as of June 28, 2022). Pursuant to the Settlement Agreement, the Company and the GEO Seller agreed to the resolution of such disputes through, among other matters: (i) the payment by the Company of $10.0 million in cash and (ii) the issuance by the Company of 1,909,722 shares of its common stock (having a market value of $10.3 million on the date of issuance). The payment and issuance of common stock were made on July 1, 2022. In connection with the execution of the Settlement Agreement, the Company recognized a non-cash settlement charge of $0.6 million in the second quarter of 2022.

2016

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and other statements we make contain certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange 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 I, Item 1. Business," "Part I, Item 1A. Risk Factors," "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" included in our ~~2021~~2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February ~~22, 2022,~~17, 2023, as well as to "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q.

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-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, us:

•the ~~ongoing~~ impact of disruptions in the ~~Coronavirus Disease 2019 ("COVID-19") pandemic;~~bank and capital markets, including the two U.S. bank failures which occurred in March 2023;

•the impact of the ongoing military action between Russia and Ukraine, that began in February 2022, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects;

•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 offshore oil and natural gas developmental activities;

•the financial health of our customers;

•the impact of environmental matters, including executive actions and regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally;

•proposed new rules by the SEC relating to the disclosure of a range of climate-related information and risks;

•political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of 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 restricting drilling and completion activities;

•general global economic conditions;

•global weather conditions and natural ~~disasters;~~disasters, including hurricanes in the Gulf of Mexico;

•changes in tax laws and regulations;

•supply chain disruptions;

•the impact of tariffs and duties on imported materials and exported finished goods;

•our ability to timely obtain and maintain critical permits for operating facilities;

•our ability to attract and retain skilled personnel;

•negative outcome of litigation, threatened litigation or government proceedings;

•our ability to develop new competitive technologies and products;

•inflation, including our ability to increase prices to our customers as our costs increase;

•fluctuations in currency exchange rates;

•physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy;

•the cost of capital in the bank and capital markets and our ability to access them;

•our ability to protect and enforce 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" in our ~~2021~~2022 Annual Report on Form 10-K, as well as in "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q.

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 Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with our condensed consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and notes to those statements included in our ~~2021~~2022 Annual Report on Form 10-K in order to understand factors, such as charges and credits, financing transactions and changes in tax regulations, which may impact comparability from period to period.

We provide a broad range of manufactured products and services to customers in the energy, industrial and military sectors through our Offshore/Manufactured Products, Well Site Services and Downhole Technologies segments. Demand for our products and services is cyclical and substantially dependent upon activity levels in the oil and gas industry, particularly our customers' willingness to invest capital in the exploration for and development of crude oil and natural gas reserves. Our customers' capital spending programs are generally based on their cash flows and their outlook for near-term and long-term commodity prices, making demand for our products and services sensitive to expectations regarding future crude oil and natural gas prices, as well as economic growth, commodity demand and estimates of resource production and regulatory pressures related to environmental, social and governance ("ESG") considerations.

Recent Developments

The spot price of Brent crude oil averaged $101 per barrel during the third quarter of 2022, an increase of 37% from the third quarter 2021 average. The higher commodity price environment was driven by declines in crude oil supplies, concerns over sanctions resulting from the Russian invasion of Ukraine on February 24, 2022, increased demand as the global effects of the COVID-19 pandemic moderated and slower crude oil production growth due to reduced investments by operators globally in recent years. However, crude oil prices decreased toward the end of the third quarter of 2022 from the highs reported in the second quarter of 2022 in response to, among other things, the growing risk of a global recession, which raises concerns over future demand destruction.

Brent and West Texas Intermediate ("WTI") crude oil and natural gas pricing trends were as follows:


		Average Price(1) for quarter ended								Average Price(1) for year ended December 31			Average Price(1) for quarter ended								Average Price(1) for year ended December 31
Year	Year	March 31		June 30		September 30		December 31				Year	March 31		June 30		September 30		December 31
Brent Crude (per bbl)	Brent Crude (per bbl)											Brent Crude (per bbl)
2023												2023	$	81.01
2022	2022	$	100.87	$	113.84	$	100.71	$	—	$	105.00	2022	100.87		$	113.84	$	100.71	$	88.77	$	100.99
2021		61.04		68.98		73.51		79.61		70.86
WTI Crude (per bbl)	WTI Crude (per bbl)											WTI Crude (per bbl)
2023												2023	$	75.91
2022	2022	$	95.18	$	108.83	$	93.06	$	—	$	98.96	2022	95.18		$	108.83	$	93.06	$	82.79	$	94.90
2021		58.09		66.19		70.58		77.33		68.14
Henry Hub Natural Gas (per MMBtu)	Henry Hub Natural Gas (per MMBtu)											Henry Hub Natural Gas (per MMBtu)
2023												2023	$	2.64
2022	2022	$	4.67	$	7.50	$	8.03	$	—	$	6.74	2022	4.67		$	7.50	$	8.03	$	5.55	$	6.45
2021		3.50		2.95		4.35		4.75		3.90

________________

(1)Source: U.S. Energy Information Administration (spot prices).

On ~~October~~April 21, ~~2022,~~2023, Brent crude oil, WTI crude oil and natural gas spot prices closed at ~~$91.82~~$83.36 per barrel, ~~$85.47~~$77.86 per barrel and ~~$4.45~~$2.20 per MMBtu, respectively. Additionally, as presented in more detail below, the U.S. drilling rig count reported on ~~October~~April 21, ~~2022~~2023 was ~~771~~753 rigs – ~~slightly above the third quarter 2022 average.~~

In January of 2022, we completed the exit of certain non-performing service offerings within our Well Site Services segment. These service offerings generated revenues of $15.0 million in the first nine months of 2021.

~~During~~comparable to the first quarter of 2022, we recorded bad debt expense of $0.8 million related to receivables from Russia-based customers of the Offshore/Manufactured Products segment. As of September 30, 2022, we had no remaining material balance sheet exposure related to Russia.2023 average.

In ~~April~~February 2023, we repaid the $17.3 million principal amount, plus accrued interest, of 2022, our Offshore/Manufactured Products segment acquired E-Flow Control Holdings Limited ("E-Flow"), a U.K.-based global provider of fully integrated handling, control, monitoring and instrumentation solutions. E-Flow, founded in 1988, provides a broad range of engineering, design, manufacturing, installation and commissioning services to its customers in the energy industry. The purchase price of $8.1 million (net of cash acquired) was funded with cash on-hand.

As further discussed in Note 12, "Commitments and Contingencies," on June 28, 2022, we fully settled our disputes with the seller (the "GEO Seller") of GEODynamics, Inc. ("GEODynamics"), which we acquired in 2018, including the full and final settlement of all amounts due under the GEO Noteoutstanding 2023 Notes (as defined below). ~~Pursuant to~~Additionally, our Board of Directors authorized a $25.0 million stock repurchase plan, which extends through February 2025. No repurchases have been made under the ~~settlement agreement, on July 1, 2022, we paid the GEO Seller $10.0 million in cash and issued approximately 1.9 million shares~~plan as of ~~our common stock (having a market value of $10.3 million).~~

In August of 2022, our Offshore/Manufactured Products segment settled outstanding litigation against certain service providers in exchange for cash totaling $6.9 million. In connection with this settlement, the Company recognized a gain of $6.1 million in the third quarter of 2022.March 31, 2023.

Overview

Current and expected future pricing for WTI crude oil and inflationary costs increases, along with expectations regarding the regulatory environment in the regions ~~that~~in which we operate, ~~in,~~ are factors that will continue to influence our customers' willingness to invest capital in their businesses. Expectations for the longer-term price for Brent crude oil will continue to influence our customers' spending related to global offshore drilling and development and, thus, a significant portion of the activity of our Offshore/Manufactured Products segment.

Crude oil prices and levels of demand for crude oil are likely to remain highly volatile due to numerous factors, ~~including~~including: global uncertainties related to disruptions in the banking sector, geopolitical conflicts (such as the direction and outcome of Russia's invasion of Ukraine)~~, social unrest~~ and international tensions; sanctions; the perceived risk of a global economic recession; ~~global uncertainties related to the COVID-19 pandemic;~~ domestic or international crude oil production; changes in governmental rules and regulations; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances. Capital investment by our customers ~~recently reached a 15-year low~~temporarily declined due to these factors and the desire to generate sustainable cash flows.

Customer spending in the natural gas shale plays has been limited due to technological advancements that have led to significant amounts of natural gas being produced from prolific basins in the Northeastern United States and from associated gas produced from the drilling and completion of unconventional oil wells in the United States.

U.S. drilling, completion and production activity and, in turn, our financial results, are sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the short-term, call-out nature of our U.S. operations.

Our Offshore/Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas production systems and facilities globally, as well as certain products and services to the offshore and land-based drilling and completion markets. This segment also produces a variety of products for use in industrial, military and other applications outside the traditional energy industry. Additionally, we are investing in research and product development related to, and have been awarded select contracts and are bidding on additional projects that facilitate, the development of alternative energy sources, including offshore wind and deepsea mineral gathering opportunities. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers' longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately ~~41%~~40% of Offshore/Manufactured Products segment sales in the first ~~nine~~three months of ~~2022~~2023 were driven by our customers' capital spending for products used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline ~~tie-in~~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 and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas.

Backlog reported by our Offshore/Manufactured Products segment increased to ~~$258~~$326 million as of ~~September 30, 2022~~March 31, 2023 from ~~$249~~$308 million as of ~~September 30, 2021.~~December 31, 2022 and $265 million as of March 31, 2022. Bookings totaled ~~$283~~$118 million in the first ~~nine months~~quarter of ~~2022,~~2023, yielding a book-to-bill ratio of ~~1.0x.~~1.2x. The following table sets forth backlog as of the dates indicated (in millions).


		Backlog as of									Backlog as of
Year	Year	March 31		June 30		September 30		December 31		Year	March 31		June 30		September 30		December 31
2023										2023	$	326
2022	2022	$	265	$	241	$	258	$	—	2022	265		$	241	$	258	$	308
2021	2021	226		214		249		260		2021	226		214		249		260
2020		267		235		227		219

Our Well Site Services segment provides completion services and, to a much lesser extent, land drilling services, in the United States (including the Gulf of Mexico) and the rest of the world. U.S. drilling and completion activity and, in turn, our Well Site Services results, are sensitive to near-term fluctuations in commodity prices, particularly WTI crude oil prices, given the short-term, call-out nature of its operations. We primarily supply equipment and service personnel utilized in the completion of and initial production from new and recompleted wells in our U.S. operations, which are dependent primarily upon the level and complexity of drilling, completion and workover activity in our areas of operations. Well intensity and complexity have 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.

Our Downhole Technologies segment 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 frac plug and toe valve 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, which requires ongoing technological and product developments.

Demand for our completion-related products and services within each of our segments is highly correlated to changes in the total number of wells drilled in the United States, total footage drilled, the number of drilled wells that are completed and changes in the drilling rig count. The following table sets forth a summary of the U.S. and international drilling rig count, as measured by Baker Hughes Company, as of and for the periods indicated.


				Average for the								As of April 21, 2023					Average for the
		As of October 21, 2022		Three Months Ended September 30,				Nine Months Ended September 30,							Three Months Ended March 31,
			2022		2021		2022		2021							2023			2022
United States Rig Count:	United States Rig Count:													United States Rig Count:
Land – Oil	Land – Oil	595		581		382		543		337	Land – Oil		571					579			493
Land – Natural gas and other	Land – Natural gas and other	158		160		101		145		96	Land – Natural gas and other	161					155			123
Offshore	Offshore	18		20		13		18		15	Offshore	21					19			17
		771		761		496		706		448		753					753			633
International Rig Count:	International Rig Count:										International Rig Count:
Land	Land			846		739		802		679	Land						897			828
Offshore	Offshore			211		184		201		177	Offshore						226			193
				1,057		923		1,003		856							1,123			1,021
				1,818		1,419		1,709		1,304							1,876			1,654

The U.S. energy industry is primarily focused on crude oil and liquids-rich exploration and development activities in U.S. shale plays utilizing horizontal drilling and completion techniques. As of ~~September 30, 2022,~~March 31, 2023, oil-directed drilling accounted for ~~79%~~78% of the total U.S. rig count – with the balance largely natural gas related. ~~Due to the unprecedented decline in crude oil prices in March and April of 2020, drilling and completion activity in the United States collapsed – with the active drilling rig~~

~~count declining from 790 rigs as of February 29, 2020 to a trough of 244 rigs as of August 14, 2020. From this trough, the U.S. rig count has increased to 765 rigs as of September 30, 2022.~~ As can be derived from the table above, the average U.S. rig count for the first ~~nine~~three months of ~~2022~~2023 increased by ~~258~~120 rigs, or ~~58%~~19%, compared to the average for the first ~~nine~~three months of ~~2021.~~2022.

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. The United States has 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. In addition, in response to ~~Russia’s~~Russia's invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests. The effect of these sanctions and 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 and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows 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.

Other factors that can affect our business and financial results include but are not limited to: the general global economic ~~environment;~~environment (including disruptions in the banking sector); competitive pricing pressures; public health crises; natural disasters; labor market constraints; supply chain disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical tensions; and changes in tax laws in the United States and international markets. We continue to monitor the global economy, the 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.

Human Capital

For more information on our health and safety, diversity and other workforce policies, please see "Part I, Item 1. Business – Human Capital" in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

2521

Selected Financial Data

This selected financial data should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes included in "Part I, Item 1. Financial Statements" of this Quarterly Report on Form 10-Q and in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and related notes included in "Part II, Item 8. Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 in order to understand factors ~~such as charges, credits and financing transactions,~~ which may impact comparability of the selected financial data.

Unaudited Consolidated Results of Operations

The following summarizes our consolidated results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 Variance 2022 2021 Variance
Revenues:
Products $ 99,743 $ 70,409 $ 29,334 $ 284,537 $ 209,892 $ 74,645
Services 89,651 70,119 19,532 250,735 201,949 48,786
189,394 140,528 48,866 535,272 411,841 123,431
Costs and expenses:
Product costs 81,576 60,310 21,266 225,765 173,699 52,066
Service costs 69,723 56,897 12,826 194,294 163,450 30,844
Cost of revenues (exclusive of depreciation and amortization expense presented below)(1)
151,299 117,207 34,092 420,059 337,149 82,910
Selling, general and administrative expenses 23,374 20,078 3,296 70,964 63,395 7,569
Depreciation and amortization expense 16,413 19,657 (3,244) 51,469 62,086 (10,617)
Impairments of fixed and lease assets(2)
— — — — 3,444 (3,444)
Other operating income, net(3)
(6,750) (275) (6,475) (6,852) (714) (6,138)
184,336 156,667 27,669 535,640 465,360 70,280
Operating income (loss) 5,058 (16,139) 21,197 (368) (53,519) 53,151
Interest expense, net (2,637) (2,569) (68) (7,947) (7,593) (354)
Other income, net(4)
491 2,137 (1,646) 1,892 7,917 (6,025)
Income (loss) before income taxes 2,912 (16,571) 19,483 (6,423) (53,195) 46,772
Income tax (provision) benefit (769) 3,529 (4,298) (6,002) 9,072 (15,074)
Net income (loss) $ 2,143 $ (13,042) $ 15,185 $ (12,425) $ (44,123) $ 31,698
Net income (loss) per share:
Basic $ 0.03 $ (0.22) $ (0.20) $ (0.73)
Diluted 0.03 (0.22) (0.20) (0.73)
Weighted average number of common shares outstanding:
Basic 62,674 60,377 61,292 60,264
Diluted 62,676 60,377 61,292 60,264

~~________________~~

~~(1)~~Cost of revenues (exclusive of depreciation and amortization expense) included a non-cash inventory impairment charge of $2.1 million (in product costs) recognized in the three and nine month ended September 30, 2021.

~~(2)~~During the first nine months of 2021, we recognized non-cash impairment charges of $3.4 million to reduce the carrying value of certain fixed and operating lease assets to their estimated realizable value.

~~(3)In the three and nine months ended September 30, 2022, we recognized a gain of $6.1 million associated with the settlement of outstanding litigation against certain service providers.~~

~~(4)During the first nine months of 2021, we recognized non-cash gains of $4.0 million in connection with our purchases of $131.4 million principal amount of our 2023 Notes.~~


	Three Months Ended March 31,
		2023		2022		Variance
Revenues:
Products		$	99,840	$	85,761	$	14,079
Services		96,359		78,283		18,076
		196,199		164,044		32,155
Costs and expenses:
Product costs		78,677		64,801		13,876
Service costs		72,058		61,803		10,255
Cost of revenues (exclusive of depreciation and amortization expense presented below)		150,735		126,604		24,131
Selling, general and administrative expenses		24,016		23,833		183
Depreciation and amortization expense		15,256		17,817		(2,561)



Other operating income, net		317		126		191
		190,324		168,380		21,944
Operating income (loss)		5,875		(4,336)		10,211

Interest expense, net		(2,391)		(2,672)		281
Other income, net		276		1,025		(749)
Income (loss) before income taxes		3,760		(5,983)		9,743
Income tax provision		(1,602)		(3,441)		1,839
Net income (loss)		$	2,158	$	(9,424)	$	11,582

Net income (loss) per share:
Basic		$	0.03	$	(0.16)
Diluted		0.03		(0.16)

Weighted average number of common shares outstanding:
Basic		62,825		60,498
Diluted		63,072		60,498

2622

See Note 3, "Asset Impairments and Other Charges and Benefits," Note 4, "Details of Selected Balance Sheet Accounts" and Note 5, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion of these and other charges and benefits recognized in the first nine months of 2022 and 2021.

Unaudited Segment Results of Operations

We manage and measure our business performance in three distinct operating segments: Offshore/Manufactured Products, Well Site Services and Downhole Technologies. Supplemental financial information by operating segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ is summarized below (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 Variance 2022 2021 Variance
Revenues
Offshore/Manufactured Products
Project-driven products $ 38,911 $ 25,294 $ 13,617 $ 113,853 $ 78,494 $ 35,359
Short-cycle products 23,710 18,682 5,028 67,945 46,962 20,983
Other products and services 33,416 25,027 8,389 94,818 81,064 13,754
Total Offshore/Manufactured Products 96,037 69,003 27,034 276,616 206,520 70,096
Well Site Services 60,509 45,998 14,511 163,500 127,604 35,896
Downhole Technologies 32,848 25,527 7,321 95,156 77,717 17,439
Total $ 189,394 $ 140,528 $ 48,866 $ 535,272 $ 411,841 $ 123,431
Operating income (loss)
Offshore/Manufactured Products(1)
$ 13,373 $ 1,764 $ 11,609 $ 33,010 $ 7,645 $ 25,365
Well Site Services(2)
2,359 (5,250) 7,609 (435) (26,693) 26,258
Downhole Technologies(3)
(342) (5,035) 4,693 (3,332) (8,945) 5,613
Corporate (10,332) (7,618) (2,714) (29,611) (25,526) (4,085)
Total $ 5,058 $ (16,139) $ 21,197 $ (368) $ (53,519) $ 53,151

~~________________~~

~~(1)~~Operating income in the three and nine months ended September 30, 2022 included a gain of $6.1 million recognized in connection with the settlement of outstanding litigation against certain service providers.

~~(2)Operating loss in the first nine months of 2021 included non-cash fixed and operating lease asset impairment charges of $3.4 million.~~

~~(3)Operating loss in the three and nine months ended September 30 2021 included a non-cash inventory impairment charge of $2.1 million.~~

See Note 3, "Asset Impairments and Other Charges and Benefits," and Note 4, "Details of Selected Balance Sheet Accounts," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion of these and other charges and benefits recognized in the first nine months of 2022 and 2021.


	Three Months Ended March 31,
		2023		2022		Variance
Revenues
Offshore/Manufactured Products
Project-driven products		$	39,132	$	33,844	$	5,288
Short-cycle products		27,440		20,624		6,816
Other products and services		31,627		29,644		1,983
Total Offshore/Manufactured Products		98,199		84,112		14,087
Well Site Services		67,058		48,172		18,886
Downhole Technologies		30,942		31,760		(818)
Total		$	196,199	$	164,044	$	32,155

Operating income (loss)
Offshore/Manufactured Products		$	11,090	$	10,196	$	894
Well Site Services		6,966		(3,395)		10,361
Downhole Technologies		(1,519)		(1,505)		(14)
Corporate		(10,662)		(9,632)		(1,030)
Total		$	5,875	$	(4,336)	$	10,211

2723

Three Months Ended ~~September 30, 2022~~March 31, 2023 Compared to Three Months Ended ~~September 30, 2021~~March 31, 2022

We reported net income for the three months ended ~~September 30, 2022~~March 31, 2023 of ~~$2.1~~$2.2 million, or $0.03 per ~~share, which included a gain of $6.1 million ($4.6 million after-tax, or $0.07 per share) recognized in connection with the favorable settlement of a litigation matter.~~share. These results compare to a net loss for the three months ended ~~September 30, 2021~~March 31, 2022 of ~~$13.0~~$9.4 million, or ~~$0.22~~$0.16 per share. ~~Reported third quarter 2021 results reflected the impact of Hurricane Ida, which negatively affected operations~~

Increased capital investments by our customers, together with our internal cost control and strict capital discipline measures and other corporate actions, resulted in southeast Louisiana and the Gulf of Mexico. The third quarter 2021 loss also included a non-cash inventory impairment charge of $2.1 million ($1.7 million after-tax, or $0.03 per share) and severance and restructuring costs of $0.7 million ($0.6 million after-tax, or $0.01 per share).

Our reported results of operations reflect the negative impact of the global response to the COVID-19 pandemic, ongoing uncertainties related to future crude oil demand and supply and, to a lesser extent, supply chain disruptions. Customer-driven activity has continued to improve since the low levels of 2020, but uncertainty remains around the willingness of operators (our customers) to investsignificant improvements in ~~U.S. land-based drilling, completion and production activities given regulatory pressures and ESG considerations.~~

During the third quarter of 2021, we recognized an aggregate $1.2 million reduction of payroll tax expense (within cost of revenues and selling, general and administrative expense) as part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") employee retention credit program.our recent consolidated results.

Revenues. Consolidated total revenues in the ~~third quarter~~first three months of ~~2022~~2023 increased ~~$48.9~~$32.2 million, or ~~35%~~20%, from the ~~third quarter~~first three months of ~~2021.~~2022.

Consolidated product revenues in the ~~third quarter~~first three months of ~~2022~~2023 increased ~~$29.3~~$14.1 million, or ~~42%~~16%, from the ~~third quarter~~first three months of ~~2021,~~2022, driven primarily by higher customer demand for ~~project-related~~ connector, ~~products~~drilling and ~~increased U.S. land-based customer activity.~~short-cycle products. Consolidated service revenues in the ~~third quarter~~first three months of ~~2022~~2023 increased ~~$19.5~~$18.1 million, or ~~28%~~23%, from the ~~third quarter~~first three months of ~~2021~~2022 due primarily to ~~higher~~increased customer spending in the ~~United States, partially offset by~~U.S. shale play regions and the ~~exit~~Gulf of ~~certain non-performing service offerings in January 2022 (which generated revenues of $5.5 million in the third quarter of 2021).~~Mexico. As can be derived from the following table, ~~62%~~64% of our consolidated revenues in the ~~third quarter~~first three months of ~~2022~~2023 were derived from sales of our short-cycle product and service offerings, which compares to ~~64%~~61% in the ~~same period last year.~~prior-year period.

The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):


		Offshore/ Manufactured Products				Well Site Services				Downhole Technologies				Total					Offshore/ Manufactured Products				Well Site Services				Downhole Technologies				Total
Three Months Ended September 30		2022		2021		2022		2021		2022		2021		2022		2021
Three Months Ended March 31																		Three Months Ended March 31	2023		2022		2023		2022		2023		2022		2023		2022
Major revenue categories -	Major revenue categories -																	Major revenue categories -
Project-driven products	Project-driven products	$	38,911	$	25,294	$	—	$	—	$	—	$	—	$	38,911	$	25,294	Project-driven products	$	39,132	$	33,844	$	—	$	—	$	—	$	—	$	39,132	$	33,844
Short-cycle:	Short-cycle:																	Short-cycle:
Completion products and services	Completion products and services	15,036		11,544		53,928		42,714		32,848		25,527		101,812		79,785		Completion products and services	17,955		13,580		65,406		45,166		30,942		31,760		114,303		90,506
Drilling services	Drilling services	—		—		6,581		3,284		—		—		6,581		3,284		Drilling services	—		—		1,652		3,006		—		—		1,652		3,006
Other products	Other products	8,674		7,138		—		—		—		—		8,674		7,138		Other products	9,485		7,044		—		—		—		—		9,485		7,044
Total short-cycle	Total short-cycle	23,710		18,682		60,509		45,998		32,848		25,527		117,067		90,207		Total short-cycle	27,440		20,624		67,058		48,172		30,942		31,760		125,440		100,556
Other products and services	Other products and services	33,416		25,027		—		—		—		—		33,416		25,027		Other products and services	31,627		29,644		—		—		—		—		31,627		29,644
		$	96,037	$	69,003	$	60,509	$	45,998	$	32,848	$	25,527	$	189,394	$	140,528		$	98,199	$	84,112	$	67,058	$	48,172	$	30,942	$	31,760	$	196,199	$	164,044


Percentage of total revenue by type -	Percentage of total revenue by type -																	Percentage of total revenue by type -
Products	Products	76	%	70	%	—	%	—	%	83	%	86	%	53	%	50	%	Products	75	%	71	%	—	%	—	%	85	%	82	%	51	%	52	%
Services	Services	24	%	30	%	100	%	100	%	17	%	14	%	47	%	50	%	Services	25	%	29	%	100	%	100	%	15	%	18	%	49	%	48	%

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) increased ~~$34.1~~$24.1 million, or ~~29%~~19%, in the ~~third quarter~~first three months of ~~2022~~2023 compared to the ~~third quarter~~first three months of 2021. Cost of revenues in the third quarter of 2021 included charges totaling $2.1 million for non-cash inventory impairments. Excluding these charges, consolidated cost of revenues increased $36.2 million, or 31%, from the prior-year period.2022.

Consolidated product costs ~~were $81.6 million~~ in the ~~third quarter~~first three months of 2022. This compares to consolidated product costs of $60.3 million in the third quarter of 2021, which included $2.1 million in non-cash inventory impairment charges. Excluding these charges, consolidated product costs2023 increased ~~$23.4~~$13.9 million, or ~~40%~~21%, ~~from~~compared to the ~~third quarter~~first three months of ~~2021, reflective of~~2022 due to the reported revenue growth and a shift in sales mix, as well as higher material transportation, labor and other costs. Consolidated service costs in the ~~third~~

~~quarter~~first three months of 2023 increased $10.3 million, or 17%, compared to the first three months of 2022, ~~increased $12.8 million, or 23%, from the third quarter of 2021, with~~due to the impact of higher ~~customer activity~~revenue levels and increased labor and other ~~costs partially offset by the impact of the January 2022 exit of certain non-performing service offerings.~~costs.

Selling, General and Administrative Expense. Selling, general and administrative expense increased ~~$3.3~~$0.2 million, or ~~16%~~1%, in the ~~third quarter~~first three months of 2023 from the first three months of 2022, ~~from the third quarter of 2021 due primarily to higher performance-based incentive compensation expenses.~~despite a 20% increase in total revenues.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased ~~$3.2~~$2.6 million, or 17%, in the third quarter of 2022 compared to the prior-year quarter, driven primarily by reduced capital investments made in our Well Site Services segment in recent years. Note 11, "Segments and Related Information," to our Unaudited Condensed Consolidated Financial Statements presents depreciation and amortization expense by segment.

~~Other Operating Income, Net.~~ Net other operating income for the third quarter of 2022 included a gain of $6.1 million recognized in connection with the settlement of outstanding litigation against certain service providers within our Offshore/Manufactured Products segment.

~~Operating Income (Loss).~~ Our consolidated operating income was $5.1 million in the third quarter of 2022, which included the $6.1 million gain reported as other operating income, net. This compares to a consolidated operating loss of $16.1 million recognized in the third quarter of 2021, which included a $2.1 million non-cash inventory impairment charge and $0.7 million of severance and restructuring charges.

~~Interest Expense, Net.~~ Net interest expense totaled $2.6 million in the third quarter of 2022, which compares to $2.6 million in the same period of 2021. Interest expense as a percentage of total debt outstanding was approximately 6% in the third quarter of 2022 and 2021.

~~Income Tax.~~ For the three months ended September 30, 2022, our income tax provision was $0.8 million on pre-tax income of $2.9 million. This compares to an income tax benefit of $3.5 million on a pre-tax loss of $16.6 million for the three months ended September 30, 2021, which included certain non-deductible expenses.

~~Other ComprehensiveLoss.~~ Reported comprehensive loss is the sum of reported net income (loss) and other comprehensive loss. Other comprehensive loss was $11.9 million in the third quarter of 2022 compared to comprehensive loss of $5.8 million in the third quarter of 2021 due to fluctuations in currency exchange rates compared to the U.S. dollar which are used to translate certain of the international operations of our operating segments. For the three months ended September 30, 2022 and 2021, currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. During the third quarters of 2022 and 2021, the exchange rates for both the British pound and the Brazilian real weakened compared to the U.S. dollar.

~~Segment Operating Results~~

~~Offshore/Manufactured Products~~

~~Revenues.~~ Our Offshore/Manufactured Products segment revenues increased $27.0 million, or 39%, in the third quarter of 2022 compared to the third quarter of 2021 due primarily to increased demand for project-related connector equipment and short-cycle and military products. In addition, Hurricane Ida tempered third quarter 2021 revenues and operating income.

~~Operating Income.~~ Our Offshore/Manufactured Products segment reported operating income of $13.4 million in the third quarter of 2022, compared to operating income of $1.8 million in the third quarter of 2021. This year-over-year increase was due primarily to the segment's reported revenue growth and the third quarter 2022 recognition of a $6.1 million gain in connection with the settlement of certain outstanding litigation, partially offset by the impact of higher material, transportation, labor and other costs.

~~Backlog.~~ ~~Backlog in our Offshore/Manufactured Products segment totaled $258 million as of September 30, 2022, with third quarter 2022 bookings of $115 million and a quarterly book-to-bill ratio of 1.2x.~~

~~Well Site Services~~

~~Revenues.~~ Our Well Site Services segment revenues increased $14.5 million, or 32%, in the third quarter of 2022 compared to the prior-year quarter, driven by increased customer activity levels across all geographic regions, partially offset by the exit of U.S. thru-tubing service offerings in January 2022 (which generated revenues of $5.5 million in the third quarter of 2021) and the prior-year impact of Hurricane Ida, which tempered third quarter 2021 revenues and operating income.

~~Operating Income (Loss).~~ Our Well Site Services segment reported operating income of $2.4 million in the third quarter of 2022, compared to an operating loss of $5.3 million in the third quarter of 2021, which included $0.4 million in severance and restructuring charges. Excluding these 2021 charges, the segment's operating income (loss) improved $7.3 million from the prior-year quarter due primarily to the segment's reported revenue growth and a $2.8 million reduction in depreciation and amortization expense, partially offset by increased labor, material and other costs.

~~Downhole Technologies~~

~~Revenues.~~ Our Downhole Technologies segment revenues increased $7.3 million, or 29%, in the third quarter of 2022 from the prior-year period due primarily to higher customer demand for perforating and completion products in the United States.

~~Operating Loss.~~ Our Downhole Technologies segment reported an operating loss of $0.3 million in the third quarter of 2022, compared to an operating loss of $5.0 million in the prior-year period, which included a $2.1 million non-cash inventory impairment charge. Excluding this charge, our Downhole Technologies operating loss decreased $2.6 million from the prior-year period due to the reported increase in revenues, partially offset by higher material, transportation, labor and other costs.

~~Corporate~~

~~Corporate expenses increased $2.7 million, or 36%, in the third quarter of 2022 from the prior-year period, due primarily to higher personnel costs and performance-based incentive compensation.~~

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

We reported a net loss for the nine months ended September 30, 2022 of $12.4 million, or $0.20 per share, which included a gain of $6.1 million ($4.6 million after-tax, or $0.07 per share) recognized in connection with the settlement of a litigation matter. These results compare to a net loss for the nine months ended September 30, 2021 of $44.1 million, or $0.73 per share, which included non-cash impairment charges of $5.6 million ($4.4 million after-tax, or $0.08 per share) associated with write-downs of fixed and lease assets, $6.7 million ($5.3 million after-tax, or $0.09 per share) of severance and restructuring costs and non-cash gains of $4.0 million ($3.2 million after-tax, or $0.05 per share) associated with extinguishment of a portion of our 2023 Notes.

Our reported results of operations reflect the negative impact of the global response to the COVID-19 pandemic, ongoing uncertainties related to future crude oil demand and supply and, to a lesser extent, supply chain disruptions. Customer-driven activity has continued to improve since the low levels of 2020, but uncertainty remains around the willingness of operators (our customers) to invest in U.S. land-based drilling, completion and production activities given regulatory pressures and ESG considerations.

During the first nine months of 2021, we recognized an aggregate $8.8 million reduction of payroll tax expense (recognized within cost of revenues and selling, general and administrative expense) as part of the CARES Act employee retention credit program.

~~Revenues.~~ ~~Consolidated total revenues in the first nine months of 2022 increased $123.4 million, or 30%, from the first nine months of 2021.~~

Consolidated product revenues in the first nine months of 2022 increased $74.6 million, or 36%, from the first nine months of 2021, driven primarily by increased U.S. land-based customer activity and higher demand for project-related connector product and fixed platform and deck equipment. Consolidated service revenues in the first nine months of 2022 increased $48.8 million, or 24%, from the first nine months of 2021 due primarily to higher customer spending in the United States, partially offset by the exit of certain non-performing service offerings in January 2022 (which generated revenues of $15.0 million in the first nine months of 2021). As can be derived from the following table, 61% of our consolidated revenues in the first nine months of 2022 were derived from sales of our short-cycle product and service offerings, which compares to 61% in the same period last year.

~~The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the three and nine months ended September 30, 2022 and 2021 (in thousands):~~

Offshore/ Manufactured Products Well Site Services Downhole Technologies Total
Nine Months Ended September 30 2022 2021 2022 2021 2022 2021 2022 2021
Major revenue categories -
Project-driven products $ 113,853 $ 78,494 $ — $ — $ — $ — $ 113,853 $ 78,494
Short-cycle:
Completion products and services 43,893 30,105 149,845 120,596 95,156 77,717 288,894 228,418
Drilling services — — 13,655 7,008 — — 13,655 7,008
Other products 24,052 16,857 — — — — 24,052 16,857
Total short-cycle 67,945 46,962 163,500 127,604 95,156 77,717 326,601 252,283
Other products and services 94,818 81,064 — — — — 94,818 81,064
$ 276,616 $ 206,520 $ 163,500 $ 127,604 $ 95,156 $ 77,717 $ 535,272 $ 411,841

Percentage of total revenue by type -
Products 74 % 69 % — % — % 84 % 86 % 53 % 51 %
Services 26 % 31 % 100 % 100 % 16 % 14 % 47 % 49 %

~~Cost of Revenues (exclusive of Depreciation and Amortization Expense).~~ ~~Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) increased $82.9 million, or 25%~~14%, in the first ~~nine~~three months of 2022 compared to the first nine months of 2021. Cost of revenues in the first nine months of 2021 included $2.1 million of non-cash inventory impairment charges. Excluding these charges, consolidated cost of revenues increased $85.0 million, or 25%, from the prior-year period.

Consolidated product costs in the first nine months of 2022 increased $52.1 million, or 30%, compared to the first nine months of 2021, which included $2.1 million in non-cash inventory impairment charges. Excluding these charges, consolidated product costs increased $54.2 million, or 32%, from the prior-year period due to the reported revenue growth and higher material, transportation, labor and other costs. Consolidated service costs in the first nine months of 2022 increased $30.8 million, or 19%, compared to the first nine months of 2021 with the impact of higher customer activity levels and increased labor and other costs, partially offset by the impact of the January 2022 exit of certain non-performing service offerings.

~~Selling, General and Administrative Expense.~~ Selling, general and administrative expense increased $7.6 million, or 12%, in the first nine months of 2022 from the first nine months of 2021 due primarily to higher performance-based incentive compensation, professional service, bad debt and trade show expenses, partially offset by $3.7 million in severance and restructuring charges recognized in the prior-year period.

~~Depreciation and Amortization Expense.~~ ~~Depreciation and amortization expense decreased $10.6 million, or 17%, in the first nine months of 2022~~2023 compared to the prior-year period, driven primarily by reduced capital investments made in our Well Site Services segment in recent years. Note ~~11,~~9, "Segments and Related Information," to our Unaudited Condensed Consolidated Financial Statements presents depreciation and amortization expense by segment.

~~Impairments of Fixed and Lease Assets.~~ During the first nine months of 2021, our Well Site Services segment recorded non-cash impairment charges of $3.4 million to reduce the carrying value of certain of the segment's fixed and operating lease assets to their estimated realizable value.

~~Other~~ Operating Income ~~Net.~~ Net other operating income for the first nine months of 2022 included a gain of $6.1 million recognized in connection with the settlement of outstanding litigation against certain service providers within our Offshore/Manufactured Products segment.

~~Operating Loss.~~(Loss). Our consolidated operating ~~loss~~income was ~~$0.4~~$5.9 million in the first ~~nine~~three months of ~~2022, which included the $6.1 million gain reported as other operating income, net.~~2023. This compares to a consolidated operating loss of ~~$53.5~~$4.3 million recognized in the first ~~nine~~three months of ~~2021, which included $5.6 million of non-cash fixed and operating lease asset impairment charges and $6.7 million of severance and restructuring costs.~~2022.

Interest Expense, Net. Net interest expense totaled ~~$7.9~~$2.4 million in the first ~~nine~~three months of ~~2022,~~2023, which compares to ~~$7.6~~$2.7 million in the first ~~nine~~three months of ~~2021.~~2022. Interest expense as a percentage of total debt outstanding was approximately 7% in the first three months of 2023 and 6% in the first ~~nine~~three months of ~~2022 and 5% in the first nine months of 2021.~~2022.

~~Other Income, Net.~~
Net other income for the first nine months of 2022 included a non-cash charge of $0.6 million recognized in connection with the settlement of disputes with the GEO Seller. Net other income for the first nine months of 2022 and 2021 included non-cash gains of $0.2 million and $4.0 million, respectively, recognized in connection with our purchases of our 2023 Notes.

Income Tax. Income tax expense for the the first three months of 2023 was calculated using a discrete approach. This methodology was used because changes in our results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate. For the first ~~nine~~three months of ~~2022,~~2023, our income tax provision was ~~$6.0~~$1.6 million on a pre-tax ~~loss~~income of ~~$6.4 million. Income tax expense in the first nine months of 2022 was negatively impacted by valuation allowances recorded against U.S. deferred tax assets as well as~~$3.8 million, which included certain non-deductible expenses and discrete tax items. This compares to an income tax ~~benefit~~provision of ~~$9.1~~$3.4 million on a pre-tax loss of ~~$53.2~~$6.0 million for the first ~~nine~~three months of ~~2021,~~2022, which included the impact of valuation allowances recorded against tax assets as well as certain non-deductible expenses and discrete tax items.

Other Comprehensive ~~Loss.~~Income. Reported comprehensive ~~loss~~income (loss) is the sum of reported net income (loss) and other comprehensive ~~loss.~~income. Other comprehensive ~~loss~~income was ~~$23.8~~$4.1 million in the first ~~nine~~three months of ~~2022~~2023 compared to comprehensive ~~loss~~income of ~~$4.2~~$0.9 million in the first ~~nine~~three months of ~~2021~~2022 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments. For the first ~~nine~~three months of ~~2022~~2023 and ~~2021,~~2022, currency translation adjustments recognized as a component of other comprehensive ~~loss~~income were primarily attributable to the United Kingdom and Brazil. During the first ~~nine~~three months of 2023, the exchange rates for the British pound and the Brazilian real strengthened compared to the U.S. dollar. During the first three months of 2022, the exchange rate for the British pound weakened compared to the U.S. dollar, while the Brazilian real strengthened compared to the U.S. dollar. ~~During the first nine months of 2021, the exchange rate for the British pound and the Brazilian real weakened compared to the U.S. dollar.~~

Segment Operating Results

Offshore/Manufactured Products

Revenues. Our Offshore/Manufactured Products segment revenues increased ~~$70.1~~$14.1 million, or ~~34%~~17%, in the first ~~nine~~three months of ~~2022~~2023 compared to the first ~~nine~~three months of ~~2021~~2022 due primarily to increased demand for ~~all of the segment's product and service offerings, particularly project-related~~ connector, drilling and short-cycle products.

Operating Income. Our Offshore/Manufactured Products segment reported operating income of ~~$33.0~~$11.1 million in the first ~~nine~~three months of ~~2022, which included a $6.1 million gain in connection with the settlement of certain outstanding litigation. The segment reported~~2023, compared to operating income of ~~$7.6~~$10.2 million in the first ~~nine~~three months of ~~2021, which included severance and restructuring costs of $0.5 million.~~2022. This year-over-year increase was due primarily to the segment's reported revenue growth, ~~and the recognition of a $6.1 million gain in connection with the settlement of litigation,~~ partially offset by a shift in product sales mix and the impact of higher material, transportation, labor and other costs.

Backlog. Backlog in our Offshore/Manufactured Products segment totaled ~~$258~~$326 million as of ~~September 30, 2022~~March 31, 2023 compared to ~~$260~~$308 million as of December 31, ~~2021.~~2022. Bookings during the first ~~nine~~three months of ~~2022~~2023 totaled ~~$283~~$118 million, yielding a book-to-bill ratio of ~~1.0x.~~1.2x.

Well Site Services

Revenues. Our Well Site Services segment revenues increased ~~$35.9~~$18.9 million, or ~~28%~~39%, in the first ~~nine~~three months of 2023 compared to the first three months of 2022, ~~compared to the same prior-year period,~~ driven primarily by increased U.S. customer activity ~~levels partially offset by the exit of U.S. thru-tubing service offerings in January 2022 (which generated revenues of $15.0 million in the first nine months of 2021).~~levels.

Operating ~~Loss.~~Income (Loss). Our Well Site Services segment reported operating income of $7.0 million in the first three months of 2023, compared to an operating loss of ~~$0.4~~$3.4 million in the first ~~nine~~three months of 2022. The segment reported an operating loss of $26.7 million in the first nine months of 2021, which included $4.0 million in severance and restructuring costs and non-cash fixed and lease asset impairment charges of $3.4 million. Excluding these 2021 charges, the segment's operating ~~loss decreased $18.8~~results improved $10.4 million ~~compared to~~from the ~~same~~ prior-year period, due ~~primarily~~ to the ~~segment's~~ reported revenue growth ~~coupled with~~and a ~~$6.1~~$1.8 million decrease in depreciation and amortization expense, partially offset by increased labor, material and other costs.

Downhole Technologies

Revenues. Our Downhole Technologies segment revenues ~~increased $17.4~~decreased $0.8 million, or ~~22%~~3%, in the first ~~nine~~three months of ~~2022~~2023 from the ~~same prior-year period due primarily to increased customer demand for perforating and completion products in the United States.~~first three months of 2022.

Operating Loss. Our Downhole Technologies segment reported an operating loss of ~~$3.3~~$1.5 million in the first ~~nine~~three months of ~~2022. The segment~~2023, consistent with the results reported ~~an operating loss of $8.9 million~~ in the first ~~nine~~three months of 2021, which included a non-cash inventory impairment charge of $2.1 million and $0.6 million of severance and restructuring charges. Excluding these 2021 charges, operating loss decreased $2.9 million in the first nine months of 2022 from the prior-year period due to the reported increase in revenues, partially offset by higher material, transportation, labor and other costs.2022.

Corporate

Operating Loss. Corporate expenses in the first ~~nine~~three months of ~~2022~~2023 increased ~~$4.1~~$1.0 million, or ~~16%~~11%, from the first ~~nine~~three months of ~~2021~~2022, due primarily to higher personnel costs ~~performance-based incentive compensation~~ and professional ~~fees, partially offset by $1.6 million of severance costs recognized in the prior-year period.~~fees.

3325

Liquidity, Capital Resources and Other Matters

Our primary liquidity needs are to fund operating and capital expenditures, new product development and general working capital needs. In addition, capital has been used to fund strategic business acquisitions, repay debt and fund share repurchases. Our primary sources of funds are cash flow from operations, proceeds from borrowings under our credit facilities and, less frequently, capital markets transactions.

Operating Activities

Cash flows ~~from~~used in operations totaled ~~$19.0~~$5.9 million during the ~~nine~~first three months ~~ended September 30, 2022,~~of 2023, compared to ~~$20.6~~$10.7 million ~~generated by~~used in operations during the first ~~nine~~three months of ~~2021.~~2022.

During 2023, $25.6 million was used to fund net working capital increases, primarily due to the payment of accrued 2022 short- and long-term cash incentives and an activity-driven increase in inventories. During the first ~~nine months~~quarter of 2022, ~~$27.5~~$21.3 million was used to fund net working capital increases, primarily due to increases in inventories and accounts receivable ~~and inventories~~ driven by higher activity levels. During the first nine months of 2021, $6.6 million was provided by net working capital decreases, primarily due to an increase in accounts payable and accrued liabilities, partially offset by an increase in inventories.

Investing Activities

~~Cash~~Net cash used in investing activities during the first ~~nine~~three months of ~~2022~~2023 totaled ~~$19.3~~$6.4 million, compared to ~~$5.3~~$2.1 million used in investing activities during the first ~~nine~~three months of ~~2021.~~

~~As discussed under "Recent Developments," we acquired E-Flow on April 14, 2022 for net cash consideration of $8.1 million.~~2022.

Capital expenditures totaled ~~$13.3~~$6.6 million and ~~$11.0~~$2.9 million during the first ~~nine~~three months of ~~2022~~2023 and ~~2021,~~2022, respectively. These investments were partially offset by proceeds from the sale of property and equipment of ~~$2.2~~$0.2 million and ~~$6.2~~$0.9 million during the first ~~nine~~three months of ~~2022~~2023 and ~~2021,~~2022, respectively.

We expect to spend approximately ~~$20~~$25 million in capital expenditures during ~~2022.~~2023. We plan to fund these capital expenditures with available cash, internally generated funds and, if necessary, borrowings under our ABL Facility discussed below.

Financing Activities

During the ~~nine~~first three months ~~ended September 30, 2022,~~of 2023, net cash of ~~$17.9~~$14.4 million was used in financing activities, ~~including a cash payment~~which included the repayment of ~~$10.0 million related to~~ the ~~GEO Note settlement (discussed below) and the purchase of $6.5~~$17.3 million principal amount of our outstanding 2023 Notes. This compares to ~~$19.4~~$1.2 million of cash used in financing activities during the nine months ended September 30, 2021, including our purchases of $131.4 million principal amount of our 2023 Notes for cash totaling $126.0 million and $19.0 million of net repayments under our ABL Facility. Partially offsetting these uses in the first ~~nine~~three months of ~~2021 was our issuance of $135.0 million principal amount of our 4.75% convertible senior notes due 2026 (the "2026 Notes") yielding net cash proceeds of $130.6 million.~~

On June 28, 2022, we entered into a settlement agreement with the GEO Seller, which provided for the full and final settlement of all amounts due under the GEO Note. Pursuant to the settlement agreement, on July 1, 2022, we paid the GEO Seller $10.0 million in cash and issued approximately 1.9 million shares of our common stock.2022.

As of ~~September 30, 2022,~~March 31, 2023, we had cash and cash equivalents totaling ~~$33.1~~$15.8 million, which compared to ~~$52.9~~$42.0 million as of December 31, ~~2021. Cash was used during the period to settle the GEO Note, fund the E-Flow acquisition, fund capital expenditures and purchase a portion of our 2023 Notes.~~2022.

As of ~~September 30, 2022,~~March 31, 2023, we had no$5.0 million in borrowings outstanding under our ABL Facility, ~~$19.5 million principal amount of our 2023 Notes outstanding,~~ $135.0 million principal amount of our 2026 Notes (as defined below) outstanding and other debt of ~~$3.6~~$3.3 million. Our reported interest expense included amortization of deferred financing costs of ~~$1.4~~$0.4 million during the first ~~nine~~three months of ~~2022.~~2023. For the first ~~nine~~three months of ~~2022,~~2023, our contractual cash interest expense was ~~$6.5~~$2.0 million, or approximately 5% of the average principal balance of debt outstanding.

We believe that cash on-hand, cash flow from operations and borrowing capacity available under our ABL Facility will be sufficient to meet our liquidity needs in the coming twelve months. If our plans or assumptions change, or are inaccurate, we may need to raise additional capital. 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 banking and financial markets, stakeholder scrutiny of ESG matters and other factors, many of which are beyond our control. In this regard, the effect of the ~~COVID-19 pandemic~~two U.S. bank failures in March 2023 resulted in a significant ~~disruption of~~disruptions to global banking and financial markets. For companies like ours that support the energy industry, ~~this disruption~~these disruptions negatively impacted the value of our common stock and may reduce our ability to access capital in the bank and capital markets or result in such capital being available on less favorable terms, which could in the future negatively affect our liquidity.

On March 21, 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related information and risks. ~~We are currently assessing these rules,~~A final rule is expected to be released in the second quarter of 2023, but ~~at this time~~ we cannot predict the ~~costs~~final form and substance of ~~implementation or any potential adverse impacts resulting from these rules. To~~ the ~~extent these rules are finalized as proposed,~~rule and its requirements at this time. The ultimate impact on our business is uncertain and, upon finalization, we orand our customers ~~could~~may incur increased compliance costs related to the assessment and disclosure of climate-related risks. We may also face increased litigation risks related to disclosures made pursuant to the rule if finalized as proposed. In addition, enhanced

climate disclosure requirements could accelerate the trend of certain stakeholders and lenders in restricting access to capital or seeking more stringent conditions with respect to their investments in us, our customers ~~in the energy industry~~ and other companies like ours that support the energy industry. For more information on our risks related to climate change, see the risk ~~factor~~factors in "Part I, Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 titled, "Our and our customers' operations are subject to a series of risks arising out of the threat 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 ~~provide.~~provide" and "Increasing attention to ESG matters may impact our business." ~~Also see~~

Stock Repurchase Program. On February 16, 2023, the ~~risk factor~~Board of Directors authorized $25.0 million for the repurchases of our common stock, par value $0.01 per share, through February 2025. Subject to applicable securities laws, such purchases will be at such times and in ~~"Part II, Item 1A. Risk Factors" included in~~such amounts as we deem appropriate. As of March 31, 2023, no repurchases were made under this ~~Quarterly Report on Form 10-Q titled, "The Inflation Reduction Act of 2021 could accelerate the transition to a low carbon economy and could impose new costs on our customers' operations."~~authorization.

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 "ABL Facility") under which credit availability is subject to a borrowing base calculation. ~~On March 16, 2021, we entered into an amendment to the ABL Facility that permitted us to incur the indebtedness represented by the 2026 Notes.~~

See Note 5,3, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the ABL Agreement. As of ~~September 30, 2022,~~March 31, 2023, we had ~~$17.6~~$5.0 million of outstanding borrowings and $15.9 million of outstanding letters of credit ~~but no borrowings outstanding~~ under the ABL Agreement. The total amount available to be drawn as of ~~September 30, 2022~~March 31, 2023 was ~~$79.9~~$92.8 million, calculated based on the ~~current~~then-current borrowing base less outstanding letters of credit.

2026 Notes.~~On March 16, 2021, we~~ We issued $135.0 million aggregate principal amount of ~~the~~4.75% convertible senior notes due 2026 ~~Notes~~(the "2026 Notes") pursuant to an indenture, dated as of March ~~16,~~19, 2021 (the "2026 Indenture"), between us and ~~Wells Fargo Bank, National Association, as trustee.~~ Computershare Trust Company, National Association, ~~assumed the role of trustee~~ as ~~of March 1, 2022. Net proceeds from the~~successor trustee. The 2026 Notes offering, after deducting issuance costs, totaled $130.6 million. We used $120.0 million of the cash proceeds to purchase $125.0 million principal amount of the outstanding 2023 Notes, with the balance added to cash on-hand.will mature on April 1, 2026, unless earlier repurchased, redeemed or converted.

The 2026 Indenture contains certain events of default, including certain defaults by us with respect to other indebtedness of at least $40.0 million.

See Note 5,3, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the 2026 Notes. As of ~~September 30, 2022,~~March 31, 2023, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

2023 Notes. On ~~January 30, 2018, we issued $200.0 million aggregate principal amount of the~~February 15, 2023, ~~Notes pursuant to an indenture, dated as of January 30, 2018~~our 1.50% convertible senior notes due 2023 (the "2023 ~~Indenture"~~Notes")~~, between us~~ matured and ~~Wells Fargo Bank, National Association, as trustee. Computershare Trust Company, National Association, assumed~~ the ~~role of trustee as of March 1, 2022. Since September 2019, we have purchased a cumulative $180.5~~outstanding $17.3 million principal amount ~~of the 2023 Notes for $159.0 million in cash, with $19.5 million principal amount outstanding as of September 30, 2022.~~

~~The 2023 Indenture contains certain events of default, including certain defaults by us with respect to other indebtedness of at least $40.0 million.~~

See Note 5, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the 2023 Notes. As of September 30, 2022, none of the conditions allowing holders of the 2023 Notes to convert, or requiring us to repurchase the 2023 Notes, had been met.

~~Promissory Note.~~ ~~In connection with the 2018 acquisition of GEODynamics (such acquisition, the "GEODynamics Acquisition"), we issued a $25.0 million promissory note (the "GEO Note") that~~ was scheduled to mature on July 12, 2019. Payments due under the GEO Note were subject to set-off, in full or in part, against certain indemnification claims related to matters occurring prior to the GEODynamics Acquisition. We asserted indemnification claims against the GEO Seller, and the GEO Seller filed a breach of contract suit against us and one of our wholly-owned subsidiaries alleging that payments due under the GEO Note were required to be repaid in accordance with the terms of such note. We incurred settlement costs and expenses of $7.5 million related to such indemnification claims and as of June 28, 2022, had reduced the carrying amount of such note in our consolidated balance sheet to $17.5 million, which was our then-current best estimate of what was owed after set-off for indemnification matters. On June 28, 2022, we entered into a settlement agreement with the GEO Seller, including the full and final settlement of all amounts due pursuant to the GEO Note. Pursuant to the settlement agreement, on July 1, 2022, we paid the GEO Seller $10.0 million in cash and issued approximately 1.9 million shares of our common stock (having a market value of $10.3 million). See Note 12, "Commitments and Contingencies," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.full.

Our total debt represented ~~19%~~17% and ~~20%~~18% of our combined total debt and stockholders' equity as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

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 product or operations. Some of these claims relate to matters occurring prior to the acquisition of businesses, and some relate to businesses we have sold. In certain cases, we are entitled to indemnification from the sellers of the businesses and, in other cases, we have indemnified the buyers of businesses. In addition, the GEO Seller filed a breach of contract suit against us in federal court in August 2020, in which the GEO 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 provisions of the CARES Act legislation. On February 15, 2021, the GEO Seller dismissed the federal lawsuit without prejudice and refiled its lawsuit in state court. On September 20, 2021, a motion by the GEO Seller for partial summary judgement was denied by the state court. On June 28, 2022, we entered into a settlement agreement with the GEO Seller, including the full and final settlement of all amounts due under the GEO Note. Pursuant to the settlement agreement, on July 1, 2022, we paid the GEO Seller $10.0 million in cash and issued approximately 1.9 million shares of our common stock (having a market value of $10.3 million).

In August of 2022, our Offshore/Manufactured Products segment settled outstanding litigation against certain service providers in exchange for the receipt of cash totaling $6.9 million. In connection with this settlement, we recognized a gain of $6.1 million in the third quarter of 2022.

See Note ~~12,~~10, "Commitments and Contingencies," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Off-Balance Sheet Arrangements. As of ~~September 30, 2022,~~March 31, 2023, we had no off-balance sheet arrangements.

Critical Accounting Policies

For a discussion of the critical accounting policies and estimates that we use in the preparation of our condensed consolidated financial statements, see "Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2021~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022. These estimates require significant judgments, assumptions and estimates. We have discussed the development, selection, and disclosure of these critical accounting policies and estimates with the audit committee of our Board of Directors. There have been no material changes to the judgments, assumptions and estimates upon which our critical accounting estimates are based.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by us as of the specified effective date. Management believes 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk refers to the potential 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 ~~September 30, 2022,~~March 31, 2023, we had no$5.0 million in floating-rate obligations outstanding under our ABL Facility. ~~Use~~The use of floating-rate obligations ~~would expose~~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 March 31, 2023 levels, our consolidated interest expense would increase by a total of approximately $0.1 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 the ~~nine~~first three months ~~ended September 30, 2022,~~of 2023, our reported foreign currency exchange ~~gains~~losses were ~~$0.3~~$0.5 million and are included in "Other operating expense, net" in the consolidated statements of operations.

Accumulated other comprehensive loss, reported as a component of stockholders' equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of our operating segments. Our accumulated other comprehensive loss ~~increased $23.8~~decreased $4.1 million from ~~$66.0~~$78.9 million as of December 31, ~~2021~~2022 to ~~$89.8~~$74.8 million as of ~~September 30, 2022,~~March 31, 2023, due to changes in currency exchange rates. During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the exchange ~~rate~~rates for the British pound ~~weakened by 18% compared to the U.S. dollar while~~and the Brazilian real strengthened by 3% and 2%, respectively, compared to the U.S. dollar.

ITEM 4. Controls and Procedures

(i) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, 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 ~~September 30, 2022~~March 31, 2023 at the reasonable assurance level.

(ii) Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's 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 the three months ended ~~September 30, 2022,~~March 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3729

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

The information with respect to this Item 1 is set forth under Note ~~12,~~10, "Commitments and Contingencies."

ITEM 1A. Risk Factors

"Part I, Item 1A. Risk Factors" of our ~~2021~~ Annual Report on Form 10-K for the year ended December 31, 2022 includes a detailed discussion of our risk factors. The risks described in such report are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may materially adversely affect our business, financial conditions or future results. Except as described below, there have been no material changes to our risk factors as set forth in our ~~2021~~2022 Annual Report on Form 10-K.

~~The ongoing military action between Russia and Ukraine~~Adverse developments affecting the financial services industry, such as events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect ~~our~~the Company's current and projected business operations and its financial condition and results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about such events or other similar risks, have in the past and may in the future lead to acute or market-wide liquidity problems. In ~~February~~addition, if any of ~~2022, Russian military forces invaded Ukraine~~the Company's customers, suppliers or other business counterparties are unable to access funds held by such a financial institution, such parties' ability to pay their obligations to the Company or to enter into new commercial arrangements requiring additional payments to the Company could be adversely affected.

Inflation and ~~fighting between~~rapid increases in interest rates have led to a decline in the ~~two countries continues. While we~~trading value of previously issued government securities with interest rates below current market interest rates. Although the U.S. Department of Treasury, Federal Deposit Insurance Corporation ("FDIC") and Federal Reserve Board have announced a program to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other needs of financial institutions for immediate liquidity may exceed the capacity of such program. Additionally, the Company maintains cash balances at third-party financial institutions in excess of FDIC standard insurance limits, and there is no guarantee that the U.S. Department of Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of such banks or financial institutions, or that they would do so in a timely fashion.

Access to funding sources and other credit arrangements in amounts adequate to finance the Company's business operations ~~personnel~~could be significantly impaired by the foregoing factors that affect the Company, any financial institutions with which the Company enters into credit agreements or arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

The results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on the Company's current and projected business operations and the Company's financial condition and results of operations. These risks include, but may not be limited to, the following:

•delayed access to deposits or other financial assets or the uninsured loss of deposits or other financial assets;

•inability to enter into credit facilities or other working capital resources;

•potential or actual breach of contractual obligations that require the Company to maintain letters of credit or other credit support arrangements; or

•termination of cash management arrangements and/or delays in ~~either country as~~accessing or actual loss of ~~September 30, 2022,~~funds subject to cash management arrangements.

In addition, investor concerns regarding the ~~outcome~~U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for the Company to acquire financing on acceptable terms or at all. Any decline in available funding or access to cash and liquidity resources could, among other risks, adversely impact the Company's ability to meet operating expenses or other obligations, financial or otherwise, result in breaches of ~~this ongoing military conflict is highly unpredictable~~the Company's financial and/or contractual obligations, or result in violations of federal or state wage and hour laws. In addition, any further deterioration in the macroeconomic economy or financial services industry could lead to further market and other disruptions that could adversely affect us, such as: volatility in crude oil and natural gas prices, which can adversely affect demand for our products and services; further supply chain constraints and disruptions,losses or ~~increased prices for certain raw materials and component parts, such as steel and forgings, that are used in products we manufacture and other products needed~~defaults by ~~our~~the Company's customers, ~~in connection with their ongoing operations; instability in financial markets; higher inflation; delays~~vendors or cancellations of planned projects by our customers due to rising costs; changes in currency rates; and increases in cyberattacks and espionage. As a result of this conflict, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests. Such sanctions, and other measures, as well as existing and potential further responses from Russia or other countries to such sanctions, could exacerbate the foregoing risks.suppliers. Any of these ~~developments~~impacts, or any other impacts resulting from the factors described above or other related or similar factors, could ~~adversely affect our~~have material adverse impacts on the Company's liquidity and its current and/or projected business operations and financial condition and results of operations.

~~The Inflation Reduction Act of 2021 could accelerate the transition to a low carbon economy and could impose new costs on our customers' operations.~~

In August 2022, President Biden signed the Inflation Reduction Act of 2021 ("IRA 2022") into law. The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. These incentives could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our services. In addition, the IRA 2022 imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge. The IRA 2022 amends the federal Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the U.S. Environmental Protection Agency ("EPA"), including those sources in the offshore and onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions charge would start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025, and be set at $1,500 for 2026 and each year after. Calculation of the fee is based on certain thresholds established in the IRA 2022. The methane emissions charge could increase our customers' operating costs and adversely affect their businesses, thereby reducing demand for our products and services.

3830

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

(c)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~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 orPrograms~~

~~July 1 through July 31, 2022~~

—

~~August 1 through August 31, 2022~~

—

~~September 1 through September 30, 2022~~

—

~~Total~~

—


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)
January 1 through January 31, 2023	—	$	—	—	$	—
February 1 through February 28, 2023	204,541	9.47		—	25,000,000
March 1 through March 31, 2023	—	—		—	25,000,000
Total	204,541	$	9.47	—

________________

(1)NoAll shares ~~were~~ purchased during the three-month period ended ~~September 30, 2022.~~March 31, 2023 were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants. These shares were not part of a publicly announced program to purchase common stock.

(2)On February 16, 2023, the Company's Board of Directors authorized $25.0 million for the repurchases of the Company's common stock, par value $0.01 per share, through February 2025. As of March 31, 2023, no repurchases were made under this authorization.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

3931

ITEM 6. Exhibits


Exhibit No.		Description

3.1	—	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No. 001-16337)).

3.2	—	~~Fourth~~Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit ~~3.1~~3.2 to the Company's ~~Current~~Annual Report on Form ~~8-K,~~10-K, as filed with the SEC on ~~May 8, 2019~~February 17, 2023 (File No. 001-16337)).

3.3	—	Certificate of Designations of Special Preferred Voting Stock of Oil States International, Inc. (incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No. 001-16337)).

10.1*+	—	Form of Performance Award Agreement under the Registrant's Amended and Restated Equity Participation Plan.

10.2 *+	—	Form of Restricted Stock Agreement under the Registrant 's Amended and Restated Equity Participation Plan.

10.3 *+	—	Form of Cash Award Agreement.

31.1*	—	Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*	—	Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1**	—	Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934, as amended.

32.2**	—	Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934, as amended.

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	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

---------

* Filed herewith.


*			Filed herewith.
**			Furnished herewith.
+			Management contracts or compensatory plans or arrangements.

4032

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OIL STATES INTERNATIONAL, INC.

Date:

~~October~~April 28, ~~2022~~2023

By:

/s/ LLOYD A. HAJDIK

Lloyd A. Hajdik

Executive Vice President, Chief Financial Officer and

Treasurer (Duly Authorized Officer and Principal Financial Officer)

4133


Three Months Ended September 30, 2021	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance, June 30, 2021	$	739	$	1,101,959	$	314,479	$	(69,754)	$	(625,489)	$	721,934
Net loss	—		—		(13,042)		—		—		(13,042)
Currency translation adjustments (excluding intercompany advances)	—		—		—		(3,273)		—		(3,273)
Currency translation adjustments on intercompany advances	—		—		—		(2,565)		—		(2,565)
Stock-based compensation expense	—		1,548		—		—		—		1,548
Surrender of stock to settle taxes on stock awards	—		—		—		—		(95)		(95)
Adoption of ASU 2020-06	—		—		—		—		—		—
Balance, September 30, 2021	$	739	$	1,103,507	$	301,437	$	(75,592)	$	(625,584)	$	704,507


Nine Months Ended September 30, 2021	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance, December 31, 2020	$	733	$	1,122,945	$	329,327	$	(71,385)	$	(623,989)	$	757,631
Net loss	—		—		(44,123)		—		—		(44,123)
Currency translation adjustments (excluding intercompany advances)	—		—		—		(1,649)		—		(1,649)
Currency translation adjustments on intercompany advances	—		—		—		(2,558)		—		(2,558)
Stock-based compensation expense	6		6,245		—		—		—		6,251
Surrender of stock to settle taxes on stock awards	—		—		—		—		(1,595)		(1,595)
Adoption of ASU 2020-06	—		(25,683)		16,233		—		—		(9,450)
Balance, September 30, 2021	$	739	$	1,103,507	$	301,437	$	(75,592)	$	(625,584)	$	704,507


	September 30, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	149,673	$	53,925	$	95,748	$	168,284	$	66,734	$	101,550
Patents/Technology/Know-how	79,769		37,747		42,022		78,821		33,151		45,670
Tradenames and other	53,956		17,544		36,412		53,708		15,179		38,529
	$	283,398	$	109,216	$	174,182	$	300,813	$	115,064	$	185,749


	Principal Amount		Carrying Value of Liability		Cash Paid		Non-cash Gains Recognized



Nine Months Ended September 30,
2022	$	6,454	$	6,429	$	6,272	$	157
2021	131,400		129,974		125,952		4,022