10-Q

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 March 31, 2024

or

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

For the transition period from _____ to _____

Commission file number: 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 April 19, 2024, the number of shares of common stock outstanding was 64,215,204.

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			3
Unaudited Consolidated Statements of Comprehensive Income (Loss)			4
Consolidated Balance Sheets			5
Unaudited Consolidated Statements of Stockholders’ Equity			6
Unaudited Consolidated Statements of Cash Flows			7
Notes to Unaudited Condensed Consolidated Financial Statements	8	–	17
Cautionary Statement Regarding Forward-Looking Statements	17	–	18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	–	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29
Part II – OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32
Signature Page			33

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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 March 31,
	2024		2023
Revenues:
Products	$	94,329	$	99,840
Services	72,933		96,359
	167,262		196,199
Costs and expenses:
Product costs	75,137		78,677
Service costs	56,814		72,058
Cost of revenues (exclusive of depreciation and amortization expense presented below)	131,951		150,735
Selling, general and administrative expense	22,496		24,016
Depreciation and amortization expense	14,195		15,256
Impairment of goodwill	10,000		—
Other operating (income) expense, net	(203)		317
	178,439		190,324
Operating income (loss)	(11,177)		5,875
Interest expense, net	(2,101)		(2,391)
Other income (expense), net	(72)		276
Income (loss) before income taxes	(13,350)		3,760
Income tax provision	(24)		(1,602)
Net income (loss)	$	(13,374)	$	2,158
Net income (loss) per share:
Basic	$	(0.21)	$	0.03
Diluted	(0.21)		0.03
Weighted average number of common shares outstanding:
Basic	62,503		62,825
Diluted	62,503		63,072

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

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

	Three Months Ended March 31,
	2024		2023
Net income (loss)	$	(13,374)	$	2,158
Other comprehensive income (loss):
Currency translation adjustments	(3,027)		4,149
Comprehensive income (loss)	$	(16,401)	$	6,307

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

4

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

	March 31, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	24,059	$	47,111
Accounts receivable, net	200,765		203,211
Inventories, net	210,189		202,027
Prepaid expenses and other current assets	35,169		35,648
Total current assets	470,182		487,997
Property, plant, and equipment, net	278,083		280,389
Operating lease assets, net	24,826		21,970
Goodwill, net	69,774		79,867
Other intangible assets, net	148,734		153,010
Other noncurrent assets	24,216		23,253
Total assets	$	1,015,815	$	1,046,486
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	620	$	627
Accounts payable	57,062		67,546
Accrued liabilities	34,821		44,227
Current operating lease liabilities	6,654		6,880
Income taxes payable	1,179		1,233
Deferred revenue	41,528		36,757
Total current liabilities	141,864		157,270
Long-term debt	135,572		135,502
Long-term operating lease liabilities	21,147		18,346
Deferred income taxes	6,518		7,717
Other noncurrent liabilities	18,396		18,106
Total liabilities	323,497		336,941
Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 78,514,830 shares and 77,218,765 shares issued, respectively	785		772
Additional paid-in capital	1,130,979		1,129,240
Retained earnings	271,544		284,918
Accumulated other comprehensive loss	(73,011)		(69,984)
Treasury stock, at cost, 14,299,626 and 13,892,049 shares, respectively	(637,979)		(635,401)
Total stockholders’ equity	692,318		709,545
Total liabilities and stockholders’ equity	$	1,015,815	$	1,046,486

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

5

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

Three Months Ended March 31, 2024	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
Balance, December 31, 2023	$	772	$	1,129,240	$	284,918	$	(69,984)	$	(635,401)	$	709,545
Net loss	—		—		(13,374)		—		—		(13,374)
Currency translation adjustments (excluding intercompany advances)	—		—		—		(895)		—		(895)
Currency translation adjustments on intercompany advances	—		—		—		(2,132)		—		(2,132)
Stock-based compensation expense	13		1,739		—		—		—		1,752
Surrender of stock to settle taxes on stock awards	—		—		—		—		(2,578)		(2,578)
Balance, March 31, 2024	$	785	$	1,130,979	$	271,544	$	(73,011)	$	(637,979)	$	692,318

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	$	766	$	1,122,292	$	272,027	$	(78,941)	$	(626,586)	$	689,558
Net income	—		—		2,158		—		—		2,158
Currency translation adjustments (excluding intercompany advances)	—		—		—		3,494		—		3,494
Currency translation adjustments on intercompany advances	—		—		—		655		—		655
Stock-based compensation expense	5		1,584		—		—		—		1,589
Surrender of stock to settle taxes on stock awards	—		—		—		—		(1,936)		(1,936)
Balance, March 31, 2023	$	771	$	1,123,876	$	274,185	$	(74,792)	$	(628,522)	$	695,518

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

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	(13,374)	$	2,158
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense	14,195		15,256
Impairment of goodwill	10,000		—
Stock-based compensation expense	1,752		1,589
Amortization of deferred financing costs	513		449
Deferred income tax provision (benefit)	(1,122)		396
Gains on disposals of assets	(1,245)		(210)
Other, net	(300)		17
Changes in operating assets and liabilities:
Accounts receivable	1,579		(745)
Inventories	(8,909)		(12,802)
Accounts payable and accrued liabilities	(19,355)		(18,329)
Deferred revenue	4,771		4,179
Other operating assets and liabilities, net	135		2,124
Net cash flows used in operating activities	(11,360)		(5,918)
Cash flows from investing activities:
Capital expenditures	(10,092)		(6,568)
Proceeds from disposition of equipment	2,295		223
Other, net	(31)		(48)
Net cash flows used in investing activities	(7,828)		(6,393)
Cash flows from financing activities:
Revolving credit facility borrowings	1,894		27,865
Revolving credit facility repayments	(1,894)		(22,865)
Repayment of 1.50% convertible senior notes	—		(17,315)
Other debt and finance lease repayments	(154)		(106)
Payment of financing costs	(954)		(21)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(2,578)		(1,936)
Net cash flows used in financing activities	(3,686)		(14,378)
Effect of exchange rate changes on cash and cash equivalents	(178)		478
Net change in cash and cash equivalents	(23,052)		(26,211)
Cash and cash equivalents, beginning of period	47,111		42,018
Cash and cash equivalents, end of period	$	24,059	$	15,807
Cash paid (received) for:
Interest	$	306	$	485
Income taxes, net	599		(2,465)

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

7

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.

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.

In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plug and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. Historical segment financial data and disaggregated revenue information in Note 10, “Segments and Related Information” were conformed with the current-period segment presentation.

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, 2023.

2.    Goodwill Impairment and Other Charges

In 2023, the Company implemented initiatives to reduce future costs, which are continuing into 2024. These management actions included the consolidation, relocation and exit of certain manufacturing and service locations as well as the realignment of operations within two of the Company’s reportable segments. The Company has also incurred legal and other related costs to enforce certain patents related to its proprietary technologies. As a result of these actions, the Company recorded the following charges during the first quarter of 2024 (in thousands):

	Offshore Manufactured Products		Well Site Services		Downhole Technologies		Pre-tax Total		Tax		After-tax Total
Impairment of goodwill	$	—	$	—	$	10,000	$	10,000	$	481	$	9,519
Facility consolidation and other charges	1,463		1,046		—		2,509		527		1,982

Goodwill

The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.

8

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Changes in the carrying amount of goodwill, by operating segment, for the three months ended March 31, 2024 were as follows (in thousands):

	Offshore Manufactured Products		Downhole Technologies		Total
Balance as of December 31, 2023	$	79,867	$	—	$	79,867
Goodwill associated with transferred operations	(10,000)		10,000		—
Impairment of goodwill	—		(10,000)		(10,000)
Foreign currency translation	(93)		—		(93)
Balance as of March 31, 2024	$	69,774	$	—	$	69,774

In connection with the first quarter 2024 realignment of the composition of two of its reportable segments discussed in Note 1, “Organization and Basis of Presentation,” goodwill of $10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values. The Company performed an interim quantitative assessment of goodwill recorded within the Offshore Manufactured Products segment as of February 29, 2024 (prior to realignment) which indicated that the fair value of the reporting unit exceeded its carrying value.

The Company also performed an interim quantitative assessment of goodwill transferred to the Downhole Technologies segment (subsequent to the realignment). This interim assessment indicated that the fair value of the reporting unit was less than its carrying amount and the Company concluded that goodwill reassigned to the Downhole Technologies business was fully impaired. The Company therefore recognized a non-cash goodwill impairment charge totaling $10.0 million in the first quarter of 2024. This impairment charge did not impact the Company’s liquidity position, debt covenants or cash flows.

Management used a combination of valuation methodologies including the income approach and guideline public company comparables. The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements). The income approach estimates fair value by discounting the Company’s forecasts of future cash flows by a discount rate (expected return) that a market participant is expected to require on its investment.

Significant assumptions and estimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data. These estimates rely upon significant management judgment.

3.    Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of March 31, 2024 and December 31, 2023 is presented below (in thousands):

	March 31, 2024			December 31, 2023
Accounts receivable, net:
Trade	$	134,870		$	128,405
Unbilled revenue	23,815			27,756
Contract assets	41,355			46,746
Other	5,094			4,801
Total accounts receivable	205,134			207,708
Allowance for doubtful accounts	(4,369)			(4,497)
	$	200,765		$	203,211
Allowance for doubtful accounts as a percentage of total accounts receivable	2		%	2		%

	March 31, 2024		December 31, 2023
Deferred revenue (contract liabilities)	$	41,528	$	36,757

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

As of March 31, 2024, accounts receivable, net in the United States and the United Kingdom represented 65% and 15%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of March 31, 2024.

For the three months ended March 31, 2024, the $5.4 million net decrease in contract assets was primarily attributable to $27.4 million transferred to accounts receivable, which was partially offset by $22.0 million in revenue recognized during the period. Deferred revenue (contract liabilities) increased by $4.8 million in the first three months of 2024, primarily reflecting $10.7 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of $5.9 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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Allowance for doubtful accounts – January 1	$	4,497	$	5,226
Provisions	12		133
Write-offs	(135)		(21)
Other	(5)		21
Allowance for doubtful accounts – March 31	$	4,369	$	5,359

	March 31, 2024		December 31, 2023
Inventories, net:
Finished goods and purchased products	$	102,464	$	103,599
Work in process	34,795		30,546
Raw materials	114,390		109,627
Total inventories	251,649		243,772
Allowance for excess or obsolete inventory	(41,460)		(41,745)
	$	210,189	$	202,027

	March 31, 2024		December 31, 2023
Property, plant and equipment, net:
Property, plant and equipment	$	754,882	$	754,143
Accumulated depreciation	(476,799)		(473,754)
	$	278,083	$	280,389

For the three months ended March 31, 2024 and 2023, depreciation expense was $9.9 million and $11.0 million, respectively.

	March 31, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	141,317	$	58,708	$	82,609	$	141,342	$	56,499	$	84,843
Patents/Technology/Know-how	70,129		35,833		34,296		70,113		34,541		35,572
Tradenames and other	52,502		20,673		31,829		52,505		19,910		32,595
	$	263,948	$	115,214	$	148,734	$	263,960	$	110,950	$	153,010

For the three months ended March 31, 2024 and 2023, amortization expense was $4.3 million and $4.3 million, respectively.

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

	March 31, 2024		December 31, 2023
Other noncurrent assets:
Deferred compensation plan	$	17,637	$	17,255
Deferred financing costs	1,768		1,109
Deferred income taxes	2,137		2,211
Other	2,674		2,678
	$	24,216	$	23,253

	March 31, 2024		December 31, 2023
Accrued liabilities:
Accrued compensation	$	13,457	$	27,131
Accrued taxes, other than income taxes	2,902		2,076
Insurance liabilities	4,000		3,839
Accrued interest	3,295		1,690
Accrued commissions	2,716		3,060
Other	8,451		6,431
	$	34,821	$	44,227

4.    Long-term Debt

As of March 31, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

	March 31, 2024		December 31, 2023
Revolving credit facility(1)	$	—	$	—
2026 Notes(2)	133,254		133,037
Other debt and finance lease obligations	2,938		3,092
Total debt	136,192		136,129
Less: Current portion	(620)		(627)
Total long-term debt	$	135,572	$	135,502

____________________

(1)Unamortized deferred financing costs of $1.8 million and $1.1 million as of March 31, 2024 and December 31, 2023, respectively, are presented in other noncurrent assets.

(2)The outstanding principal amount of the 2026 Notes was $135.0 million as of March 31, 2024 and December 31, 2023.

Revolving Credit Facility

The Company has a senior secured credit facility, which provides for a $125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”), under which credit availability is subject to a borrowing base calculation.

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 (as amended, the “ABL Agreement”). In February 2024, the Company amended the ABL Facility to extend the maturity date to February 16, 2028, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $17.5 million.

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.

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Borrowings under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (subject to a floor rate of 0%) plus a margin of 2.75% to 3.25%, 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.

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 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 March 31, 2024, the Company had no borrowings outstanding under the ABL Facility and $15.9 million of outstanding letters of credit. The total amount available to be drawn as of March 31, 2024 was $86.3 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit. As of March 31, 2024, the Company was in compliance with its debt covenants under the ABL Agreement.

2026 Notes

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 Computershare Trust Company, National Association, as successor trustee.

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 March 31, 2024, 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, the Company issued $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2023 (the "2023 Notes") pursuant to an indenture, dated as of January 30, 2018. The 2023 Notes bore interest at a rate of 1.50% per year, and the outstanding principal amount of $17.3 million matured and was repaid in full on February 15, 2023.

5.    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 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2026 Notes as of March 31, 2024 was $132.8 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $135.0 million.

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

6.    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 three months of 2024 (in thousands):

Shares of common stock outstanding – December 31, 2023	63,327
Restricted stock awards, net of forfeitures	1,296
Shares withheld for taxes on vesting of stock awards	(408)
Shares of common stock outstanding – March 31, 2024	64,215

As of March 31, 2024 and December 31, 2023, 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 repurchase of the Company’s common stock, par value $0.01 per share, through February 2025. During the three months ended March 31, 2024, there were no repurchases of common stock under the program. The amount remaining under the Company’s share repurchase authorization as of March 31, 2024 was $18.1 million. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate.

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 from $70.0 million at December 31, 2023 to $73.0 million at March 31, 2024. For the three months ended March 31, 2024 and 2023, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the three months ended March 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1% and 3%, respectively, compared to the U.S. dollar, contributing to other comprehensive loss of $3.0 million. During the three months ended March 31, 2023, the exchange rate 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.

7.    Income Taxes

Income tax expense for the three months ended March 31, 2024 and 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, 2024, the Company’s income tax expense was $24 thousand on a pre-tax loss of $13.4 million, which included a $10.0 million goodwill impairment charge (approximately $7.7 million of which was non-deductible) and other non-deductible expenses. This compares to an income tax expense of $1.6 million on pre-tax income of $3.8 million, which included certain non-deductible expenses and discrete tax items, for the three months ended March 31, 2023.

13

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

8.    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 months ended March 31, 2024 and 2023 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2024		2023
Numerators:
Net income (loss)	$	(13,374)	$	2,158
Less: Income attributable to unvested restricted stock awards	—		(42)
Numerator for basic net income (loss) per share	(13,374)		2,116
Effect of dilutive securities:
Unvested restricted stock awards	—		—
Numerator for diluted net income (loss) per share	$	(13,374)	$	2,116
Denominators:
Weighted average number of common shares outstanding	63,883		64,068
Less: Weighted average number of unvested restricted stock awards outstanding	(1,380)		(1,243)
Denominator for basic net income (loss) per share	62,503		62,825
Effect of dilutive securities:
Performance share units	—		247
Denominator for diluted net income (loss) per share	62,503		63,072
Net income (loss) per share:
Basic	$	(0.21)	$	0.03
Diluted	(0.21)		0.03

The calculation of diluted earnings per share for the three months ended March 31, 2024 and 2023 excluded 122 thousand shares and 209 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. Additionally, shares issuable upon conversion of the 2026 Notes were excluded due to, among other factors, the Company’s share price.

9.    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 three months ended March 31, 2024 (in thousands):

	Stock Options	Service-based Restricted Stock		Performance- and Service-based Stock Units
Outstanding – December 31, 2023	158	1,233		927
Granted	—	852		250
Vested and distributed	—	(556)		(444)
Forfeited	(81)	—		—
Outstanding – March 31, 2024	77	1,529		733
Weighted average grant date fair value (2024 awards)		$	6.10	$	6.10

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 vest on a straight-line basis over a term of three years. Service-based stock unit awards vest over one-year, with the underlying shares issued at a specified future date. Eighty-two thousand service-based stock units were outstanding as of March 31, 2024. Performance-based stock unit awards vest at the end

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period.

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 shares will vest.

The Company issued conditional long-term cash incentive awards (“Cash Awards”) of $1.5 million in the first quarters of 2024 and 2023. The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over a three-year period. The ultimate dollar amount to be awarded for 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. Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods.

Stock-based compensation expense recognized during the three months ended March 31, 2024 and 2023 totaled $1.8 million and $1.6 million, respectively. As of March 31, 2024, there was $11.8 million of total compensation costs related to unvested restricted stock awards, which is expected to be recognized in future periods as vesting conditions are satisfied.

10.    Segments and Related Information

In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment were integrated into the Downhole Technologies segment (see Note 1, “Organization and Basis of Presentation”). Historical segment financial data and supplemental disaggregated revenue information for the three months ended March 31, 2023 (presented below) were conformed with the current-period segment presentation.

The Company operates through three reportable operating segments: Offshore Manufactured Products, Well Site Services and Downhole Technologies. Financial information by operating segment for the three months ended March 31, 2024 and 2023 is summarized in the following tables (in thousands).

	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2024
Offshore Manufactured Products(1)	$	86,857	$	3,693	$	10,603	$	7,221	$	516,039
Well Site Services(2)	47,292		6,079		(419)		2,414		179,763
Downhole Technologies(3)	33,113		4,270		(12,079)		446		278,055
Corporate	—		153		(9,282)		11		41,958
Total(1)	$	167,262	$	14,195	$	(11,177)	$	10,092	$	1,015,815

____________________

(1)Operating income included $1.5 million of facility consolidation charges.

(2)Operating loss included $1.0 million in facility consolidation and other charges.

(3)Operating loss included a $10.0 million non-cash goodwill impairment charge (see Note 2, “Goodwill Impairment and Other Charges”).

	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2023
Offshore Manufactured Products	$	80,505	$	4,075	$	7,698	$	359	$	502,263
Well Site Services	67,058		6,146		6,966		5,772		212,415
Downhole Technologies	48,636		4,868		1,873		425		302,271
Corporate	—		167		(10,662)		12		33,188
Total	$	196,199	$	15,256	$	5,875	$	6,568	$	1,050,137

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2024 and 2023 (in thousands):

	Offshore Manufactured Products				Well Site Services				Downhole Technologies				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Three Months Ended March 31
Project-driven:
Products	$	53,137	$	48,617	$	—	$	—	$	—	$	—	$	53,137	$	48,617
Services	25,233		24,630		—		—		—		—		25,233		24,630
Total project-driven	78,370		73,247		—		—		—		—		78,370		73,247
Military and other products	8,487		7,258		—		—		—		—		8,487		7,258
Short-cycle products and services	—		—		47,292		67,058		33,113		48,636		80,405		115,694
	$	86,857	$	80,505	$	47,292	$	67,058	$	33,113	$	48,636	$	167,262	$	196,199

Revenues from products and services transferred to customers over time accounted for approximately 67% and 66% of consolidated revenues for the three months ended March 31, 2024 and 2023, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of March 31, 2024, the Company had $203.0 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 43% of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2024, with an additional 33% recognized in 2025 and the balance thereafter.

11.    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. 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 covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

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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 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2024, 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 impact of the ongoing military actions in Europe and the Middle East, 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 and consolidation 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;

•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;

•the impact of disruptions in the bank and capital markets;

•general global economic conditions;

•global weather conditions and natural 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;

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•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 2023 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 2023 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. In first quarter 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plugs and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. Historical financial data, supplemental disaggregated revenue and backlog information as of and for the three months ended March 31, 2023 (presented herein) was conformed with the current-period segment presentation.

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.

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Recent Developments

Brent and 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
Year	March 31		June 30		September 30		December 31
Brent Crude (per bbl)
2024	$	82.92	$	—	$	—	$	—	$	—
2023	81.01		77.99		86.65		$	84.01	$	82.47
WTI Crude (per bbl)
2024	$	77.50	$	—	$	—	$	—	$	—
2023	75.91		73.54		82.25		$	78.53	$	77.56
Henry Hub Natural Gas (per MMBtu)
2024	$	2.15	$	—	$	—	$	—	$	—
2023	2.64		2.16		2.59		$	2.74	$	2.53

________________

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

On February 16, 2024, we amended our ABL Facility to extend its maturity date from February 10, 2025 to February 16, 2028.

In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plugs and elastomer products) were integrated into our Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. Historical segment financial data, backlog and other information were conformed with the first quarter 2024 revised segment presentation.

On April 19, 2024, Brent crude oil, WTI crude oil and natural gas spot prices closed at $87.96 per barrel, $83.79 per barrel and $1.43 per MMBtu, respectively. Additionally, the U.S. drilling rig count reported on April 19, 2024 was 619 rigs – comparable to the first quarter 2024 average.

Overview

Current and expected future pricing for WTI crude oil and natural gas and inflationary cost increases, along with expectations regarding the regulatory environment in the regions in which we operate, 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 and natural gas prices and levels of demand for crude oil and natural gas are likely to remain highly volatile due to numerous factors, including: geopolitical conflicts in Europe and the Middle East, along with associated international tensions; the perceived risk of a global economic recession; domestic or international crude oil and natural gas production; changes in governmental rules and regulations; sanctions; the willingness of operators to invest capital in the exploration for and development of resources; use of alternative fuels; improved vehicle fuel efficiency; timing of capital investments in alternative energy sources; a more sustained movement to electric vehicles; and the potential for ongoing supply/demand imbalances.

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.

Customer spending in the natural gas shale plays has moderated over the last ten years 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.

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 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 (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy

19

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 90% of Offshore Manufactured Products segment sales in the first three months of 2024 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). 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 decreased to $305 million as of March 31, 2024 from $327 million as of December 31, 2023. Bookings totaled $66 million in the first quarter of 2024, yielding a quarterly book-to-bill ratio of 0.8x. The following table sets forth backlog as of the dates indicated (in millions).

	Backlog as of
Year	March 31		June 30		September 30		December 31
2024	$	305
2023	316		$	328	$	341	$	327
2022	255		232		248		300

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 internationally. 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 frac plug, toe valve and other elastomer 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.

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. drilling rig count, as measured by Baker Hughes Company, as of and for the periods indicated.

	As of April 19, 2024	Average for the
		Three Months Ended March 31,
		2024	2023
United States Rig Count:
Land – Oil	492	483	579
Land – Natural gas and other	107	119	155
Offshore	20	21	19
	619	623	753

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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 March 31, 2024, oil-directed drilling accounted for 81% of the total U.S. rig count – with the balance largely natural gas related.

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 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; competitive pricing pressures; customer consolidations; 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 conflicts and 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, 2023.

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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 “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, 2023 in order to understand factors, such as charges, credits and financing transactions, which may impact comparability of the selected financial data.

In the first quarter of 2024, certain short-cycle manufacturing operations historically reported within the Offshore Manufactured Products segment (legacy frac plug and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and the current segment management structure, as well as provide for additional operational synergies. Historical financial data and supplemental disaggregated revenue information as of the three months ended March 31, 2023 (presented herein) were conformed with the current-period segment presentation.

Unaudited Consolidated Results of Operations

The following summarizes our consolidated results of operations for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2024		2023		Variance
Revenues:
Products	$	94,329	$	99,840	$	(5,511)
Services	72,933		96,359		(23,426)
	167,262		196,199		(28,937)
Costs and expenses:
Product costs	75,137		78,677		(3,540)
Service costs	56,814		72,058		(15,244)
Cost of revenues (exclusive of depreciation and amortization expense presented below)	131,951		150,735		(18,784)
Selling, general and administrative expenses(1)	22,496		24,016		(1,520)
Depreciation and amortization expense	14,195		15,256		(1,061)
Impairment of goodwill(2)	10,000		—		10,000
Other operating (income) expense, net(3)	(203)		317		(520)
	178,439		190,324		(11,885)
Operating income (loss)	(11,177)		5,875		(17,052)
Interest expense, net	(2,101)		(2,391)		290
Other income (expense), net	(72)		276		(348)
Income (loss) before income taxes	(13,350)		3,760		(17,110)
Income tax provision	(24)		(1,602)		1,578
Net income (loss)	$	(13,374)	$	2,158	$	(15,532)
Net income (loss) per share:
Basic	$	(0.21)	$	0.03
Diluted	(0.21)		0.03
Weighted average number of common shares outstanding:
Basic	62,503		62,825
Diluted	62,503		63,072

_______________

(1)During the three months ended March 31, 2024, we recognized $0.4 million in costs associated with the defense of certain Well Site Services segment patents related to proprietary technologies.

(2)During the three months ended March 31, 2024, the Downhole Technologies segment recognized a $10.0 million non-cash impairment charge related to goodwill reassigned to the business in connection with the segment realignment discussed above.

(3)During the three months ended March 31, 2024, we recognized facility consolidation and other charges of $2.1 million associated with the Offshore Manufactured Products and the Well Site Services segments’ ongoing consolidation and relocation of certain manufacturing and service locations.

22

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 months ended March 31, 2024 and 2023 is summarized below (in thousands):

	Three Months Ended March 31,
	2024		2023		Variance
Revenues:
Offshore Manufactured Products
Project-driven:
Products	$	53,137	$	48,617	$	4,520
Services	25,233		24,630		603
	78,370		73,247		5,123
Military and other products	8,487		7,258		1,229
	86,857		80,505		6,352
Well Site Services	47,292		67,058		(19,766)
Downhole Technologies	33,113		48,636		(15,523)
	$	167,262	$	196,199	$	(28,937)
Operating income (loss):
Offshore Manufactured Products(1)	$	10,603	$	7,698	$	2,905
Well Site Services(2)	(419)		6,966		(7,385)
Downhole Technologies(3)	(12,079)		1,873		(13,952)
Corporate	(9,282)		(10,662)		1,380
	$	(11,177)	$	5,875	$	(17,052)

_______________

(1)During the three months ended March 31, 2024, we recognized facility consolidation charges of $1.5 million associated with the Offshore Manufactured Products segment’s ongoing consolidation and relocation of a manufacturing and service location.

(2)During the three months ended March 31, 2024, the Well Site Services segment recognized charges of $1.0 million associated primarily with the consolidation and exit of certain service locations.

(3)During the three months ended March 31, 2024, the Downhole Technologies segment recognized a $10.0 million non-cash impairment charge related to goodwill reassigned to the business in connection with the segment realignment discussed above.

23

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

We reported a net loss for the three months ended March 31, 2024 of $13.4 million, or $0.21 per share, which included a non-cash goodwill impairment charge of $10.0 million ($9.5 million after-tax, or $0.15 per share) and facility consolidation and other charges of $2.5 million ($2.0 million after-tax, or $0.03 per share). These results compare to net income for the three months ended March 31, 2023 of $2.2 million, or $0.03 per share.

Our first quarter 2024 results, reflect the impact of an industry-wide decline in U.S. well completions, driven particularly by weak natural gas prices (the average spot price for Henry Hub natural gas was $2.15 per MMBtu in the first quarter of 2024, down 19% from the prior-year period). The impact of the decline in investments by our U.S. customers was partially offset by growth in offshore and international project activity and associated backlog conversion. Management continues to implement measures in areas experiencing lower activity levels to reduce future costs.

Revenues. Consolidated total revenues in the first three months of 2024 decreased $28.9 million, or 15%, from the first three months of 2023.

Consolidated product revenues in the first three months of 2024 decreased $5.5 million, or 6%, from the first three months of 2023, with the impact of lower customer demand for consumable completion products in the United States, partially offset by higher customer demand for project-driven production facility and connector products. Consolidated service revenues in the first three months of 2024 decreased $23.4 million, or 24%, from the first three months of 2023 due primarily to lower U.S. land-based customer investments.

The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2024 and 2023 (in thousands):

	Offshore Manufactured Products				Well Site Services				Downhole Technologies				Total
Three Months Ended March 31	2024		2023		2024		2023		2024		2023		2024		2023
Project-driven:
Products	$	53,137	$	48,617	$	—	$	—	$	—	$	—	$	53,137	$	48,617
Services	25,233		24,630		—		—		—		—		25,233		24,630
Total project-driven	78,370		73,247		—		—		—		—		78,370		73,247
Military and other products	8,487		7,258		—		—		—		—		8,487		7,258
Short-cycle products and services	—		—		47,292		67,058		33,113		48,636		80,405		115,694
	$	86,857	$	80,505	$	47,292	$	67,058	$	33,113	$	48,636	$	167,262	$	196,199
By destination:
U.S. land	$	7,055	$	8,442	$	35,857	$	53,274	$	24,170	$	38,821	$	67,082	$	100,537
Offshore and international	79,802		72,063		11,435		13,784		8,943		9,815		100,180		95,662
	$	86,857	$	80,505	$	47,292	$	67,058	$	33,113	$	48,636	$	167,262	$	196,199

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) decreased $18.8 million, or 12%, in the first three months of 2024 compared to the first three months of 2023.

Consolidated product costs in the first three months of 2024 decreased $3.5 million, or 4%, compared to the first three months of 2023 due primarily to the reported revenue decline. Consolidated service costs in the first three months of 2024 decreased $15.2 million, or 21%, compared to the first three months of 2023, due primarily to the impact of lower U.S. activity levels.

Selling, General and Administrative Expense. Selling, general and administrative expense was $22.5 million in the first three months of 2024, which included $0.4 million of costs associated with enforcing certain of our patents. Excluding these patent defense costs, selling, general and administrative costs decreased $1.2 million, or 5%, from the first three months of 2023, due primarily to reductions in short- and long-term incentive expenses.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased $1.1 million, or 7%, in the first three months of 2024 compared to the prior-year period. Note 10, “Segments and Related Information,” to our Unaudited Condensed Consolidated Financial Statements presents depreciation and amortization expense by segment.

24

Impairment of Goodwill. During the first three months of 2024, our Downhole Technologies operations recognized a non-cash impairment charge of $10.0 million related to goodwill transferred to the business in connection with segment realignment discussed above. See Note 2, “Goodwill Impairment and Other Charges,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Other Operating (Income) Expense, Net. In the first three months of 2024, other operating income, net included, among other items, gains on disposals of equipment totaling $1.2 million and charges of $2.1 million recognized in connection with our ongoing consolidation and exit of certain manufacturing and service locations within our Offshore Manufactured Products and Well Site Services segments.

Operating Income (Loss). Our consolidated operating loss was $11.2 million in the first three months of 2024, which included a $10.0 million non-cash goodwill impairment charge and $2.5 million in facility consolidation and other charges. This compares to consolidated operating income of $5.9 million in the first three months of 2023. Excluding the 2024 charges, operating income decreased $4.5 million year-over-year.

Interest Expense, Net. Net interest expense totaled $2.1 million in the first three months of 2024, which compares to $2.4 million in the first three months of 2023. Interest expense as a percentage of total debt outstanding was approximately 7% in the first three months of 2024, compared to 7% in the first three months of 2023.

Income Tax. Income tax expense for the first three months of 2024 and 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 three months of 2024, our income tax provision was $24 thousand on a pre-tax loss of $13.4 million, which included a $10.0 million goodwill impairment charge and other non-deductible expenses. This compares to an income tax provision of $1.6 million on pre-tax income of $3.8 million for the first three months of 2023, which included certain non-deductible expenses and discrete tax items.

Other Comprehensive Income (Loss). Reported comprehensive income (loss) is the sum of reported net income (loss) and other comprehensive income (loss). Other comprehensive loss was $3.0 million in the first three months of 2024 compared to comprehensive income of $4.1 million in the first three months of 2023 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 three months of 2024 and 2023, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During the first three months of 2024, the exchange rates for the British pound and the Brazilian real weakened compared to the U.S. dollar. In the first three months of 2023, the exchange rate for the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Segment Operating Results

Offshore Manufactured Products

Revenues. Our Offshore Manufactured Products segment revenues increased $6.4 million, or 8%, in the first three months of 2024 compared to the first three months of 2023 due primarily to increased demand for international and offshore-project driven products and services.

Operating Income. Our Offshore Manufactured Products segment reported operating income of $10.6 million in the first three months of 2024, which included the $1.5 million in facility consolidation charges discussed above. This compares to operating income of $7.7 million in the first three months of 2023. Excluding the facility consolidation charges, operating income increased $4.4 million year-over-year.

Backlog. Backlog in our Offshore Manufactured Products segment totaled $305 million as of March 31, 2024 compared to $327 million as of December 31, 2023. Bookings during the first three months of 2024 totaled $66 million, yielding a quarterly book-to-bill ratio of 0.8x.

Well Site Services

Revenues. Our Well Site Services segment revenues decreased $19.8 million, or 29%, in the first three months of 2024 compared to the first three months of 2023, driven primarily by lower U.S. customer activity levels (particularly in natural gas basins) and competitive market conditions.

25

Operating Income. Our Well Site Services segment reported an operating loss of $0.4 million in the first three months of 2024, which included costs totaling $1.0 million associated with the exit of three facilities and the defense of patents. This compares to operating income of $7.0 million in the first three months of 2023. Excluding the costs discussed above, the Well Site Services segment’s operating results declined $6.3 million from the prior-year period, due to the reported decrease in revenue.

Downhole Technologies

Revenues. Our Downhole Technologies segment revenues decreased $15.5 million, or 32%, in the first three months of 2024 from the first three months of 2023 due primarily to lower U.S. customer demand for perforating and completion products.

Operating Loss. Our Downhole Technologies segment reported an operating loss of $12.1 million in the first three months of 2024, which included the $10.0 million non-cash goodwill impairment charge related to the first quarter of 2024 segment realignment. This compares to operating income of $1.9 million reported in the first three months of 2023. Excluding the goodwill impairment charge, the Downhole Technologies operating results declined $4.0 million from the prior-year period, due primarily to the reported decrease in revenue and lower manufacturing volumes.

Corporate

Operating Loss. Corporate expenses in the first three months of 2024 decreased $1.4 million, or 13%, from the first three months of 2023, due primarily to lower short- and long-term incentive expenses.

26

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 used in operations totaled $11.4 million during the first three months of 2024, compared to $5.9 million used in operations during the first three months of 2023.

During the first three months of 2024, $21.8 million was used to fund net working capital increases, primarily due to the payment of accrued 2023 short- and long-term cash incentives and a decrease in accounts payable. 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.

Investing Activities

Net cash used in investing activities during the first three months of 2024 totaled $7.8 million, compared to $6.4 million used in investing activities during the first three months of 2023.

Capital expenditures totaled $10.1 million and $6.6 million during the first three months of 2024 and 2023, respectively. These investments were partially offset by proceeds from the sale of equipment of $2.3 million and $0.2 million during the first three months of 2024 and 2023, respectively.

Within our Offshore Manufactured Products segment, we completed the consolidation of certain facilities in Houston, Texas during 2023 and are in the process of strategically relocating our Asian manufacturing and service operations from Singapore to Batam, Indonesia. With these consolidations, two facilities are classified as held-for-sale assets within prepaid expenses and other current assets as of March 31, 2024.

Including the planned construction of a new facility in Batam, we expect to invest approximately $40 million in capital expenditures during 2024. In 2024, we also expect to sell the two held-for-sale facilities (in Singapore and Houston), with proceeds totaling approximately $35 million. We plan to fund our capital expenditures with available cash, internally generated funds and, if necessary, borrowings under our ABL Facility discussed below.

Financing Activities

During the first three months of 2024, net cash of $3.7 million was used in financing activities. This compares to $14.4 million of cash used in financing activities during the first three months of 2023, which included the repayment of $17.3 million principal amount of our outstanding 2023 Notes.

As of March 31, 2024, we had cash and cash equivalents totaling $24.1 million, which compared to $47.1 million as of December 31, 2023.

As of March 31, 2024, we had no borrowings outstanding under our ABL Facility, $135.0 million principal amount of our 2026 Notes (as defined below) outstanding and other debt of $2.9 million. Our reported interest expense included amortization of deferred financing costs of $0.5 million during the first three months of 2024. For the first three months of 2024, our contractual cash interest expense was $1.9 million, or approximately 6% 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 multiple U.S. bank failures in 2023 resulted in significant disruptions to global banking and financial markets. For companies like ours that support the energy industry, 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.

27

On March 6, 2024, the SEC finalized rules relating to the disclosure of a range of climate-related information (the “Rules”). The Rules were temporarily stayed by the SEC on April 4, 2024 pending judicial review. While subject to ongoing litigation, these new disclosure requirements are currently effective for us beginning with the year ending December 31, 2026, phased in over a five-year period. The ultimate impact on our business is uncertain but we and our customers 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 and other companies like ours that support the energy industry. For more information on our risks related to climate change, see the risk factors in “Part I, Item 1A. Risk Factors” included in our 2023 Annual Report on Form 10-K 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,” “The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our customers’ operations” and “Increasing attention to ESG matters may impact our business.”

Stock Repurchase Program. On February 16, 2023, the Board 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 such amounts as we deem appropriate. During the three months ended March 31, 2024, there were no repurchases of common stock under the program. The amount remaining under our share repurchase authorization as of March 31, 2024 was $18.1 million.

Revolving Credit Facility. Our senior secured credit facility provides for a $125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”) under which credit availability is subject to a borrowing base calculation. On February 16, 2024, we amended the ABL Facility to extend the maturity date to February 16, 2028.

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 (as amended, the “ABL Agreement”). The ABL Agreement, as amended, matures on February 16, 2028 with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $17.5 million. See Note 4, “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 March 31, 2024, we had $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 March 31, 2024 was $86.3 million, calculated based on the then-current borrowing base less outstanding letters of credit.

2026 Notes. We issued $135.0 million aggregate principal amount of 4.75% convertible senior notes due 2026 (the “2026 Notes”) pursuant to an indenture, dated as of March 19, 2021 (the “2026 Indenture”), between us and Computershare Trust Company, National Association, as successor trustee. The 2026 Notes 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 4, “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 March 31, 2024, 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 February 15, 2023, our 2023 Notes matured and the outstanding $17.3 million in principal amount was repaid in full.

Our total debt represented 16% of our combined total debt and stockholders’ equity as of March 31, 2024 and December 31, 2023.

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.

See Note 11, “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 March 31, 2024, we had no off-balance sheet arrangements.

28

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 Annual Report on Form 10-K for the year ended December 31, 2023. 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 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 March 31, 2024, we had no floating-rate obligations outstanding under our ABL Facility. The use of floating-rate obligations would expose us to the risk of increased interest expense in the event of increases in short-term interest rates.

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 first three months of 2024, our reported foreign currency exchange gains were $0.2 million and are included in “other operating (income) 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 $3.0 million from $70.0 million as of December 31, 2023 to $73.0 million as of March 31, 2024, due to changes in currency exchange rates. During the three months ended March 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1% and 3%, 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 March 31, 2024 at the reasonable assurance level.

29

(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 March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

30

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

The information with respect to this Item 1 is set forth under Note 11, “Commitments and Contingencies.”

ITEM 1A. Risk Factors

“Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 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. There have been no material changes to our risk factors as set forth in our 2023 Annual Report on Form 10-K.

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 or Programs(2)
January 1 through January 31, 2024	188,635	$	6.59	—	$	18,133,096
February 1 through February 29, 2024	218,942	6.10		—	18,133,096
March 1 through March 31, 2024	—	—		—	18,133,096
Total	407,577	$	6.33	—

________________

(1)All shares purchased during the three-month period ended March 31, 2024 were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting of stock awards. These shares were not part of a publicly announced program to purchase common stock.

(2)In February 2023, our Board of Directors authorized $25.0 million for the repurchases of our common stock, par value $0.01 per share, through February 2025. As of March 31, 2024, $6.9 million of share repurchases have been made under this authorization.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

During the three months ended March 31, 2024, no director or executive officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each is defined in Item 408 of Regulation S-K) related to securities of our company.

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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 Quarterly Report on Form 10-Q, as filed with the SEC on July 27, 2023 (File No. 001-16337)).
3.2	—	Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, as filed with the SEC on 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.
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.
**	Furnished herewith.

32

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:	April 26, 2024	By:	/s/ LLOYD A. HAJDIK
			Lloyd A. Hajdik
			Executive Vice President, Chief Financial Officer and
			Treasurer (Duly Authorized Officer and Principal Financial Officer)

33

EX-10.1

EXHIBIT 10.1

PERFORMANCE AWARD AGREEMENT

THIS AGREEMENT is made on __________ (“Grant Date”) between Oil States International, Inc., a Delaware corporation (the “Company”), and __________ (“Employee”).

To carry out the purposes of the Amended and Restated Equity Participation Plan of Oil States International, Inc. (as amended from time to time, the “Plan”), by affording Employee the opportunity to acquire cash and shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

1. Grant of Award. The Company grants to Employee on the Grant Date a performance award (“Performance Award”) comprised of two separate components: (a) a target cash award, the payout of which is based on relative total shareholder return (the “TSR Component”); and (b) a target number of deferred Stock units equal to a target number of shares of Stock, the payout of which is based on the Company’s cumulative EBITDA (the “EBITDA Component”), each as set forth in the Notice of Performance Award Conditions (“Notice”), attached as Exhibit A, which Notice is incorporated herein by reference as a part of this Agreement. Subject to Sections 2 and 3, the maximum amount of such cash award and the maximum number of such shares of Stock that Employee may earn pursuant to this Performance Award is determined by the applicable schedule set forth in the Notice. Employee acknowledges receipt of a copy of the Plan, and agrees that this Performance Award shall be subject to all of the terms and conditions set forth herein and in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

2. Vesting.

(a) If Employee remains continuously employed by the Company from the Grant Date through December 31, 2026, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on January 1, 2024 and ending December 31, 2026 (the “Performance Period”). As soon as administratively practicable after the end of the Performance Period (or such earlier date as set forth in Section 3 below), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in Employee as a result of such achievement.

3. Effect of Certain Events on Vesting.

(a) Change of Control. If prior to the end of the Performance Period, a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Company occurs, this Performance Award shall vest at the greater of the “Determined Percentage” (as defined below) and the percentage attributable to the “target” levels of performance as set forth in the Notice. The “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of calendar quarters during the period beginning on January 1, 2024 and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As used in this Agreement, the term “Determination Date” means (A) with respect to the TSR Component of the Performance Award, the date of the applicable vesting event, and (B) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or next preceding the date of the applicable vesting event.

(b) Termination of Employment or Service due to Disability or Death. If Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Determined Percentage and the percentage attributable to the “target” levels of performance as set forth in the Notice. Notwithstanding the foregoing, in the event that the Disability or death, as applicable, occurs prior to the eighteen-month anniversary of the Grant Date, the percentage attributable to the “target” levels of performance as set forth in the Notice and the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to the date of Disability or death, as applicable, and the

denominator of which is equal to the total number of days in the Performance Period (determined without regard to the occurrence of the applicable vesting date).

(c) Termination of Employment or Service without Cause or due to Retirement.If on or after the Grant Date and prior to the end of the Performance Period Employee terminates employment with the Company on or after age fifty-eight for a reason other than death or Disability (“Retirement”), or the Company terminates Employee’s employment with the Company for a reason other than “Cause” (as defined below), and not by reason of Employees death or Disability (“Involuntary Termination”), this Performance Award shall vest on the date of such termination (the “Retirement Date” or “Involuntary Termination Date”, as applicable) at the Determined Percentage; provided, however, that if the Retirement Date or Involuntary Termination Date, as applicable, occurs prior to the eighteen-month anniversary of the Grant Date, then the amount determined pursuant to the preceding provisions of this sentence shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement Date or Involuntary Termination Date, as applicable, and the denominator of which is equal to the total number of days in the Performance Period (determined without regard to Employee’s Retirement or Involuntary Termination).

For purposes of this Agreement, “Cause” means “cause” (or a term of like import) as defined in Employee’s individual employment or severance agreement with the Company or an affiliate in effect at the time of Employee’s termination of employment or, in the absence of such an agreement or definition, shall mean (i) Employee’s conviction of (or plea of nolo contendere to) a felony, dishonesty or a breach of trust as regards the Company or any subsidiary; (ii) Employee’s commission of any act of theft, fraud, embezzlement or misappropriation against the Company or any subsidiary that is materially injurious to the Company or such subsidiary regardless of whether a criminal conviction is obtained; (iii) Employee’s willful and continued failure to devote substantially all of Employee’s business time to the Company’s business affairs (excluding failures due to illness, incapacity, vacations, incidental civic activities and incidental personal time) which failure is not remedied within a reasonable time after written demand is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Employee has failed to devote substantially all of his business time to the Company’s business affairs; or (iv) Employee’s unauthorized disclosure of confidential information of the Company or any subsidiary that is materially injurious to the Company or such subsidiary. For purposes of the preceding sentence, no act, or failure to act, on Employee’s part shall be deemed “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.

(d) Termination of Employment or Service for Any Other Reason.If Employee’s employment with the Company is terminated prior to the end of the Performance Period, and neither (b) nor (c) above apply, this Performance Award automatically shall be forfeited in full, without payment, on such termination.

4. Payment. As soon as administratively practicable after, and in no event later than 2 ½ months following the end of the calendar year in which occurs, the earliest of the applicable vesting events pursuant to Section 3, Employee shall receive from the Company, subject to satisfying the tax withholding obligations of Section 7, (a) with respect to the TSR Component, the vested cash, and (b) with respect to the EBITDA Component, the shares of Stock represented by the vested units of deferred Stock, an amount of cash equal to the Fair Market Value (as defined in the Plan) on the vesting date of a number of shares of Stock equal to the number of shares of Stock represented by the vested units of deferred Stock, or a combination thereof, as determined by the Committee in its sole discretion. It is understood that the consideration for the issuance of such Stock is Employee’s services to the Company, which services shall have a value not less than the par value of such Stock.

5. Community Interest of Spouse. The community interest, if any, of any spouse of Employee in this Performance Award shall be subject to all the terms, conditions and restrictions in the Plan, this Agreement and the Notice.

6. No Shareholder Rights. Neither Employee, nor anyone lawfully claiming under Employee, shall have any right to vote, receive dividends or any other privileges or rights of a shareholder of the Company with respect to the units of deferred Stock subject to this Performance Award, unless and until actual shares of Stock are delivered to Employee following the vesting of such deferred Stock units.

7. Withholding of Tax. To the extent that payment of this Performance Award results in compensation income to Employee for federal, state or other tax purposes, including payroll taxes, Employee, in Employee’s discretion, shall (a) deliver to the Company, at the time of such payment, such amount of cash or shares of Stock, (b) direct the Company to withhold or “net” cash or such amount of Stock otherwise payable pursuant to this Agreement, or (c) provide any combination of (a) or (b), as required for the Company to meet its withholding obligations under applicable tax laws or regulations, calculated in a manner consistent with the Company’s then-current accounting practices. Notwithstanding the foregoing, in satisfaction of the proceeding obligations, the maximum level of net withholding shall never exceed the aggregate amount of applicable tax liabilities

-2-

determined based upon the allowable withholding determined by the maximum individual statutory rates in the applicable jurisdiction that may be utilized without creating adverse accounting treatment with respect to this Performance Award.

8. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of the Company, any parent or subsidiary entity of the Company or any successor to any of the foregoing. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final. For purposes of this Agreement, termination of Employee’s employment with the Company shall be interpreted consistent with the meaning of the term “separation from service” in Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (“Code”).

9. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Performance Award. Specifically, but not by way of limitation, the Committee’s determinations respecting the attainment of the Performance Objectives shall be made in its sole discretion, shall be subject to such adjustments consistent with the intent of this Agreement as the Committee deems appropriate and shall not be subject to challenge by Employee or any other person.

10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

11. Non-Alienation. Employee shall not have any right to pledge, hypothecate, anticipate or assign this Agreement or any rights hereunder, except by will or the laws of descent and distribution.

12. Not a Contract of Employment. This Agreement shall not be deemed to constitute a contract of employment, nor shall any provision hereof affect (a) the right of the Company to terminate Employee anytime, with or without reason, or (b) the terms and conditions of any other written agreement between the Company and Employee, except as expressly provided therein.

13. Code Section 409A. Each payment under this Agreement is intended to be a short-term deferral under Treasury Regulation Section 1.409A-1(b)(4). Each payment under this Agreement, and each payment or benefit payable pursuant to the terms of the benefit plans, programs and policies of the Company, shall be considered a separate payment for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan or this Agreement to the contrary, if any payment or benefit provided for under this Agreement would be subject to additional taxes and interest under section 409A of the Code if Employee’s receipt of such payment or benefit is not delayed in accordance with the requirements of section 409A(a)(2)(B)(i) of the Code, then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the earlier of (i) the date of Employee’s death or (ii) the date that is six months after the date of Employee’s “separation from service” with the Company within the meaning of the Section 409A of the Code and the regulations promulgated thereunder.

14. Clawback. Employee’s receipt of this Performance Award is expressly conditioned on Employee’s agreement to the terms and provisions of this Section, and Employee acknowledges that Employee would not have received this Performance Award in the absence of such agreement. By accepting this Performance Award, Employee acknowledges and agrees that:

(a) the compensation (inclusive of Stock) payable pursuant to this Performance Award and any other award granted to Employee under the Plan (whether granted before, on or after the Grant Date) shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation or any portion thereof is subject to recovery, revocation, recoupment or "clawback" by the Company or any of its affiliates pursuant to (i) the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"), (ii) any rules or regulations promulgated under the Act or by any stock exchange on which the Company's Stock is listed (collectively, the "Rules"), or (iii) any compensation recoupment or clawback policies or procedures adopted by the Company or any of its affiliates, in each case with respect to clauses (i), (ii) and (iii) above as such provisions, rules, regulations, policies and procedures may be adopted and amended from time to time (including with retroactive effect); and

(b) any other compensation or benefit (inclusive of Stock) payable to or on behalf of Employee from the Company or any of its affiliates (whether payable before, on or after the Grant Date, but excluding any compensation or benefit payable pursuant to a Performance Award granted under the Plan) shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation, benefit or any portion thereof is subject to recovery, revocation, recoupment or clawback by the Company or any of its affiliates pursuant to the Act, the Rules or any compensation recoupment or clawback policies or

-3-

procedures adopted by the Company or any of its affiliates, in each case as the Act, the Rules and such policies and procedures may be adopted and amended from time to time (including with retroactive effect).

In addition, Employee hereby agrees (on behalf of Employee and any other individual, entity or other person claiming under or through Employee) that: (x) compensation payable pursuant to this Performance Award (inclusive of stock) and any other compensation or benefit payable to or on behalf of Employee (whether under the Plan or otherwise) shall be subject to recovery, revocation, recoupment or clawback as provided in the preceding provisions of this Section; and (y) Employee (or any such individual, entity or other person) shall not seek indemnification or contribution from the Company or any of its affiliates with respect to any amount so recovered, revoked, recouped or clawed back. This Section shall survive the termination of this Agreement.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective on the Grant Date.

OIL STATES INTERNATIONAL, INC.

Cindy B. Taylor

President and Chief Executive Officer

Oil States International, Inc.

EMPLOYEE

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO RULE 13a–14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Cindy B. Taylor, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Oil States International, Inc. (Registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Cindy B. Taylor
Name:	Cindy B. Taylor
	President and Chief Executive Officer
Date:	April 26, 2024

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO RULE 13a–14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Lloyd A. Hajdik, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Oil States International, Inc. (Registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Lloyd A. Hajdik
Name:	Lloyd A. Hajdik
	Executive Vice President, Chief Financial Officer and Treasurer
Date:	April 26, 2024

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oil States International, Inc. for the quarterly period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cindy B. Taylor, President and Chief Executive Officer of Oil States International, Inc. (the “Company”), hereby certify, to the best of my knowledge, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Cindy B. Taylor
Name:	Cindy B. Taylor
	President and Chief Executive Officer
Date:	April 26, 2024

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oil States International, Inc. for the quarterly period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lloyd A. Hajdik, Executive Vice President, Chief Financial Officer and Treasurer of Oil States International, Inc. (the “Company”), hereby certify, to the best of my knowledge, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Lloyd A. Hajdik
Name:	Lloyd A. Hajdik
	Executive Vice President, Chief Financial Officer and Treasurer
Date:	April 26, 2024

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	Apr. 19, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-16337
Entity Registrant Name	OIL STATES INTERNATIONAL, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	76-0476605
Entity Address, Address Line One	Three Allen Center, 333 Clay Street
Entity Address, Address Line Two	Suite 4620
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	652-0582
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	OIS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		64,215,204
Entity Central Index Key	0001121484
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Unaudited Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Revenues	$ 167,262	$ 196,199
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	131,951	150,735
Selling, general and administrative expense	22,496	24,016
Depreciation and amortization expense	14,195	15,256
Impairment of goodwill	10,000	0
Other operating (income) expense, net	(203)	317
Costs and expenses	178,439	190,324
Operating income (loss)	(11,177)	5,875
Interest expense, net	(2,101)	(2,391)
Other income (expense), net	(72)	276
Income (loss) before income taxes	(13,350)	3,760
Income tax provision	(24)	(1,602)
Net income (loss)	$ (13,374)	$ 2,158
Net income (loss) per share:
Basic (in dollars per share)	$ (0.21)	$ 0.03
Diluted (in dollars per share)	$ (0.21)	$ 0.03
Weighted average number of common shares outstanding:
Basic (in shares)	62,503	62,825
Diluted (in shares)	62,503	63,072
Products
Revenues:
Revenues	$ 94,329	$ 99,840
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	75,137	78,677
Services
Revenues:
Revenues	72,933	96,359
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization expense presented below)	$ 56,814	$ 72,058

XML

Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (13,374)	$ 2,158
Other comprehensive income (loss):
Currency translation adjustments	(3,027)	4,149
Comprehensive income (loss)	$ (16,401)	$ 6,307

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 24,059	$ 47,111
Accounts receivable, net	200,765	203,211
Inventories, net	210,189	202,027
Prepaid expenses and other current assets	35,169	35,648
Total current assets	470,182	487,997
Property, plant, and equipment, net	278,083	280,389
Operating lease assets, net	24,826	21,970
Goodwill, net	69,774	79,867
Other intangible assets, net	148,734	153,010
Other noncurrent assets	24,216	23,253
Total assets	1,015,815	1,046,486
Current liabilities:
Current portion of long-term debt	620	627
Accounts payable	57,062	67,546
Accrued liabilities	34,821	44,227
Current operating lease liabilities	6,654	6,880
Income taxes payable	1,179	1,233
Deferred revenue	41,528	36,757
Total current liabilities	141,864	157,270
Long-term debt	135,572	135,502
Long-term operating lease liabilities	21,147	18,346
Deferred income taxes	6,518	7,717
Other noncurrent liabilities	18,396	18,106
Total liabilities	323,497	336,941
Stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 78,514,830 shares and 77,218,765 shares issued, respectively	785	772
Additional paid-in capital	1,130,979	1,129,240
Retained earnings	271,544	284,918
Accumulated other comprehensive loss	(73,011)	(69,984)
Treasury stock, at cost, 14,299,626 and 13,892,049 shares, respectively	(637,979)	(635,401)
Total stockholders’ equity	692,318	709,545
Total liabilities and stockholders’ equity	$ 1,015,815	$ 1,046,486

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	78,514,830	77,218,765
Treasury stock, shares (in shares)	14,299,626	13,892,049

XML

Unaudited Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Beginning balance at Dec. 31, 2022	$ 689,558	$ 766	$ 1,122,292	$ 272,027	$ (78,941)	$ (626,586)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	2,158			2,158
Currency translation adjustments (excluding intercompany advances)	3,494				3,494
Currency translation adjustments on intercompany advances	655				655
Stock-based compensation expense	1,589	5	1,584
Surrender of stock to settle taxes on stock awards	(1,936)					(1,936)
Ending balance at Mar. 31, 2023	695,518	771	1,123,876	274,185	(74,792)	(628,522)
Beginning balance at Dec. 31, 2023	709,545	772	1,129,240	284,918	(69,984)	(635,401)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(13,374)			(13,374)
Currency translation adjustments (excluding intercompany advances)	(895)				(895)
Currency translation adjustments on intercompany advances	(2,132)				(2,132)
Stock-based compensation expense	1,752	13	1,739
Surrender of stock to settle taxes on stock awards	(2,578)					(2,578)
Ending balance at Mar. 31, 2024	$ 692,318	$ 785	$ 1,130,979	$ 271,544	$ (73,011)	$ (637,979)

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Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ (13,374)	$ 2,158
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense	14,195	15,256
Impairment of goodwill	10,000	0
Stock-based compensation expense	1,752	1,589
Amortization of deferred financing costs	513	449
Deferred income tax provision (benefit)	(1,122)	396
Gains on disposals of assets	(1,245)	(210)
Other, net	(300)	17
Changes in operating assets and liabilities:
Accounts receivable	1,579	(745)
Inventories	(8,909)	(12,802)
Accounts payable and accrued liabilities	(19,355)	(18,329)
Deferred revenue	4,771	4,179
Other operating assets and liabilities, net	135	2,124
Net cash flows used in operating activities	(11,360)	(5,918)
Cash flows from investing activities:
Capital expenditures	(10,092)	(6,568)
Proceeds from disposition of equipment	2,295	223
Other, net	(31)	(48)
Net cash flows used in investing activities	(7,828)	(6,393)
Cash flows from financing activities:
Revolving credit facility borrowings	1,894	27,865
Revolving credit facility repayments	(1,894)	(22,865)
Repayment of 1.50% convertible senior notes	0	(17,315)
Other debt and finance lease repayments	(154)	(106)
Payment of financing costs	(954)	(21)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(2,578)	(1,936)
Net cash flows used in financing activities	(3,686)	(14,378)
Effect of exchange rate changes on cash and cash equivalents	(178)	478
Net change in cash and cash equivalents	(23,052)	(26,211)
Cash and cash equivalents, beginning of period	47,111	42,018
Cash and cash equivalents, end of period	24,059	15,807
Cash paid (received) for:
Interest	306	485
Income taxes, net	$ 599	$ (2,465)

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Unaudited Consolidated Statements of Cash Flows (Parenthetical)	Mar. 31, 2024	Mar. 31, 2023	Mar. 19, 2021	Jan. 30, 2018
1.5% Convertible Unsecured Senior Notes
Stated interest rate (as a percent)	1.50%	1.50%		1.50%
4.75% Convertible Senior Notes
Stated interest rate (as a percent)			4.75%

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Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

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.

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.

In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plug and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. Historical segment financial data and disaggregated revenue information in Note 10, “Segments and Related Information” were conformed with the current-period segment presentation.

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, 2023.

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Goodwill Impairment and Other Charges

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Impairment and Other Charges

Goodwill Impairment and Other Charges

In 2023, the Company implemented initiatives to reduce future costs, which are continuing into 2024. These management actions included the consolidation, relocation and exit of certain manufacturing and service locations as well as the realignment of operations within two of the Company’s reportable segments. The Company has also incurred legal and other related costs to enforce certain patents related to its proprietary technologies. As a result of these actions, the Company recorded the following charges during the first quarter of 2024 (in thousands):

	Offshore Manufactured Products		Well Site Services		Downhole Technologies		Pre-tax Total		Tax		After-tax Total
Impairment of goodwill	$	—	$	—	$	10,000	$	10,000	$	481	$	9,519
Facility consolidation and other charges	1,463		1,046		—		2,509		527		1,982

Goodwill

The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded.

Changes in the carrying amount of goodwill, by operating segment, for the three months ended March 31, 2024 were as follows (in thousands):

	Offshore Manufactured Products		Downhole Technologies		Total
Balance as of December 31, 2023	$	79,867	$	—	$	79,867
Goodwill associated with transferred operations	(10,000)		10,000		—
Impairment of goodwill	—		(10,000)		(10,000)
Foreign currency translation	(93)		—		(93)
Balance as of March 31, 2024	$	69,774	$	—	$	69,774

In connection with the first quarter 2024 realignment of the composition of two of its reportable segments discussed in Note 1, “Organization and Basis of Presentation,” goodwill of $10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values. The Company performed an interim quantitative assessment of goodwill recorded within the Offshore Manufactured Products segment as of February 29, 2024 (prior to realignment) which indicated that the fair value of the reporting unit exceeded its carrying value.

The Company also performed an interim quantitative assessment of goodwill transferred to the Downhole Technologies segment (subsequent to the realignment). This interim assessment indicated that the fair value of the reporting unit was less than its carrying amount and the Company concluded that goodwill reassigned to the Downhole Technologies business was fully impaired. The Company therefore recognized a non-cash goodwill impairment charge totaling $10.0 million in the first quarter of 2024. This impairment charge did not impact the Company’s liquidity position, debt covenants or cash flows.

Management used a combination of valuation methodologies including the income approach and guideline public company comparables. The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements). The income approach estimates fair value by discounting the Company’s forecasts of future cash flows by a discount rate (expected return) that a market participant is expected to require on its investment.

Significant assumptions and estimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data. These estimates rely upon significant management judgment.

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Details of Selected Balance Sheet Accounts

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Details of Selected Balance Sheet Accounts

Details of Selected Balance Sheet Accounts

Additional information regarding selected balance sheet accounts as of March 31, 2024 and December 31, 2023 is presented below (in thousands):

	March 31, 2024			December 31, 2023
Accounts receivable, net:
Trade	$	134,870		$	128,405
Unbilled revenue	23,815			27,756
Contract assets	41,355			46,746
Other	5,094			4,801
Total accounts receivable	205,134			207,708
Allowance for doubtful accounts	(4,369)			(4,497)
	$	200,765		$	203,211
Allowance for doubtful accounts as a percentage of total accounts receivable	2		%	2		%

	March 31, 2024		December 31, 2023
Deferred revenue (contract liabilities)	$	41,528	$	36,757

As of March 31, 2024, accounts receivable, net in the United States and the United Kingdom represented 65% and 15%, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of March 31, 2024.

For the three months ended March 31, 2024, the $5.4 million net decrease in contract assets was primarily attributable to $27.4 million transferred to accounts receivable, which was partially offset by $22.0 million in revenue recognized during the period. Deferred revenue (contract liabilities) increased by $4.8 million in the first three months of 2024, primarily reflecting $10.7 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of $5.9 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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Allowance for doubtful accounts – January 1	$	4,497	$	5,226
Provisions	12		133
Write-offs	(135)		(21)
Other	(5)		21
Allowance for doubtful accounts – March 31	$	4,369	$	5,359

	March 31, 2024		December 31, 2023
Inventories, net:
Finished goods and purchased products	$	102,464	$	103,599
Work in process	34,795		30,546
Raw materials	114,390		109,627
Total inventories	251,649		243,772
Allowance for excess or obsolete inventory	(41,460)		(41,745)
	$	210,189	$	202,027

	March 31, 2024		December 31, 2023
Property, plant and equipment, net:
Property, plant and equipment	$	754,882	$	754,143
Accumulated depreciation	(476,799)		(473,754)
	$	278,083	$	280,389

For the three months ended March 31, 2024 and 2023, depreciation expense was $9.9 million and $11.0 million, respectively.

	March 31, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	141,317	$	58,708	$	82,609	$	141,342	$	56,499	$	84,843
Patents/Technology/Know-how	70,129		35,833		34,296		70,113		34,541		35,572
Tradenames and other	52,502		20,673		31,829		52,505		19,910		32,595
	$	263,948	$	115,214	$	148,734	$	263,960	$	110,950	$	153,010

For the three months ended March 31, 2024 and 2023, amortization expense was $4.3 million and $4.3 million, respectively.

	March 31, 2024		December 31, 2023
Other noncurrent assets:
Deferred compensation plan	$	17,637	$	17,255
Deferred financing costs	1,768		1,109
Deferred income taxes	2,137		2,211
Other	2,674		2,678
	$	24,216	$	23,253

	March 31, 2024		December 31, 2023
Accrued liabilities:
Accrued compensation	$	13,457	$	27,131
Accrued taxes, other than income taxes	2,902		2,076
Insurance liabilities	4,000		3,839
Accrued interest	3,295		1,690
Accrued commissions	2,716		3,060
Other	8,451		6,431
	$	34,821	$	44,227

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Long-term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-term Debt

Long-term Debt

As of March 31, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

	March 31, 2024		December 31, 2023
Revolving credit facility(1)	$	—	$	—
2026 Notes(2)	133,254		133,037
Other debt and finance lease obligations	2,938		3,092
Total debt	136,192		136,129
Less: Current portion	(620)		(627)
Total long-term debt	$	135,572	$	135,502

____________________

(1)Unamortized deferred financing costs of $1.8 million and $1.1 million as of March 31, 2024 and December 31, 2023, respectively, are presented in other noncurrent assets.

(2)The outstanding principal amount of the 2026 Notes was $135.0 million as of March 31, 2024 and December 31, 2023.

Revolving Credit Facility

The Company has a senior secured credit facility, which provides for a $125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”), under which credit availability is subject to a borrowing base calculation.

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 (as amended, the “ABL Agreement”). In February 2024, the Company amended the ABL Facility to extend the maturity date to February 16, 2028, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $17.5 million.

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 under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing Rate (subject to a floor rate of 0%) plus a margin of 2.75% to 3.25%, 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.

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 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 March 31, 2024, the Company had no borrowings outstanding under the ABL Facility and $15.9 million of outstanding letters of credit. The total amount available to be drawn as of March 31, 2024 was $86.3 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit. As of March 31, 2024, the Company was in compliance with its debt covenants under the ABL Agreement.

2026 Notes

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 Computershare Trust Company, National Association, as successor trustee.

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 March 31, 2024, 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, the Company issued $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2023 (the "2023 Notes") pursuant to an indenture, dated as of January 30, 2018. The 2023 Notes bore interest at a rate of 1.50% per year, and the outstanding principal amount of $17.3 million matured and was repaid in full on February 15, 2023.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2026 Notes as of March 31, 2024 was $132.8 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $135.0 million.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

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 three months of 2024 (in thousands):

Shares of common stock outstanding – December 31, 2023	63,327
Restricted stock awards, net of forfeitures	1,296
Shares withheld for taxes on vesting of stock awards	(408)
Shares of common stock outstanding – March 31, 2024	64,215

As of March 31, 2024 and December 31, 2023, 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 repurchase of the Company’s common stock, par value $0.01 per share, through February 2025. During the three months ended March 31, 2024, there were no repurchases of common stock under the program. The amount remaining under the Company’s share repurchase authorization as of March 31, 2024 was $18.1 million. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate.

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 from $70.0 million at December 31, 2023 to $73.0 million at March 31, 2024. For the three months ended March 31, 2024 and 2023, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the three months ended March 31, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1% and 3%, respectively, compared to the U.S. dollar, contributing to other comprehensive loss of $3.0 million. During the three months ended March 31, 2023, the exchange rate 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.

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Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense for the three months ended March 31, 2024 and 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, 2024, the Company’s income tax expense was $24 thousand on a pre-tax loss of $13.4 million, which included a $10.0 million goodwill impairment charge (approximately $7.7 million of which was non-deductible) and other non-deductible expenses. This compares to an income tax expense of $1.6 million on pre-tax income of $3.8 million, which included certain non-deductible expenses and discrete tax items, for the three months ended March 31, 2023.

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Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

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 months ended March 31, 2024 and 2023 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2024		2023
Numerators:
Net income (loss)	$	(13,374)	$	2,158
Less: Income attributable to unvested restricted stock awards	—		(42)
Numerator for basic net income (loss) per share	(13,374)		2,116
Effect of dilutive securities:
Unvested restricted stock awards	—		—
Numerator for diluted net income (loss) per share	$	(13,374)	$	2,116
Denominators:
Weighted average number of common shares outstanding	63,883		64,068
Less: Weighted average number of unvested restricted stock awards outstanding	(1,380)		(1,243)
Denominator for basic net income (loss) per share	62,503		62,825
Effect of dilutive securities:
Performance share units	—		247
Denominator for diluted net income (loss) per share	62,503		63,072
Net income (loss) per share:
Basic	$	(0.21)	$	0.03
Diluted	(0.21)		0.03

The calculation of diluted earnings per share for the three months ended March 31, 2024 and 2023 excluded 122 thousand shares and 209 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. Additionally, shares issuable upon conversion of the 2026 Notes were excluded due to, among other factors, the Company’s share price.

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Long-Term Incentive Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Long-Term Incentive Compensation

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 three months ended March 31, 2024 (in thousands):

	Stock Options	Service-based Restricted Stock		Performance- and Service-based Stock Units
Outstanding – December 31, 2023	158	1,233		927
Granted	—	852		250
Vested and distributed	—	(556)		(444)
Forfeited	(81)	—		—
Outstanding – March 31, 2024	77	1,529		733
Weighted average grant date fair value (2024 awards)		$	6.10	$	6.10

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 vest on a straight-line basis over a term of three years. Service-based stock unit awards vest over one-year, with the underlying shares issued at a specified future date. Eighty-two thousand service-based stock units were outstanding as of March 31, 2024. Performance-based stock unit awards 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 based on the Company’s cumulative EBITDA over a three-year period.

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 shares will vest.

The Company issued conditional long-term cash incentive awards (“Cash Awards”) of $1.5 million in the first quarters of 2024 and 2023. The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over a three-year period. The ultimate dollar amount to be awarded for 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. Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods.

Stock-based compensation expense recognized during the three months ended March 31, 2024 and 2023 totaled $1.8 million and $1.6 million, respectively. As of March 31, 2024, there was $11.8 million of total compensation costs related to unvested restricted stock awards, which is expected to be recognized in future periods as vesting conditions are satisfied.

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Segments and Related Information

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segments and Related Information

Segments and Related Information

In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment were integrated into the Downhole Technologies segment (see Note 1, “Organization and Basis of Presentation”). Historical segment financial data and supplemental disaggregated revenue information for the three months ended March 31, 2023 (presented below) were conformed with the current-period segment presentation.

The Company operates through three reportable operating segments: Offshore Manufactured Products, Well Site Services and Downhole Technologies. Financial information by operating segment for the three months ended March 31, 2024 and 2023 is summarized in the following tables (in thousands).

	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2024
Offshore Manufactured Products(1)	$	86,857	$	3,693	$	10,603	$	7,221	$	516,039
Well Site Services(2)	47,292		6,079		(419)		2,414		179,763
Downhole Technologies(3)	33,113		4,270		(12,079)		446		278,055
Corporate	—		153		(9,282)		11		41,958
Total(1)	$	167,262	$	14,195	$	(11,177)	$	10,092	$	1,015,815

____________________

(1)Operating income included $1.5 million of facility consolidation charges.

(2)Operating loss included $1.0 million in facility consolidation and other charges.

(3)Operating loss included a $10.0 million non-cash goodwill impairment charge (see Note 2, “Goodwill Impairment and Other Charges”).

	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2023
Offshore Manufactured Products	$	80,505	$	4,075	$	7,698	$	359	$	502,263
Well Site Services	67,058		6,146		6,966		5,772		212,415
Downhole Technologies	48,636		4,868		1,873		425		302,271
Corporate	—		167		(10,662)		12		33,188
Total	$	196,199	$	15,256	$	5,875	$	6,568	$	1,050,137

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2024 and 2023 (in thousands):

	Offshore Manufactured Products				Well Site Services				Downhole Technologies				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Three Months Ended March 31
Project-driven:
Products	$	53,137	$	48,617	$	—	$	—	$	—	$	—	$	53,137	$	48,617
Services	25,233		24,630		—		—		—		—		25,233		24,630
Total project-driven	78,370		73,247		—		—		—		—		78,370		73,247
Military and other products	8,487		7,258		—		—		—		—		8,487		7,258
Short-cycle products and services	—		—		47,292		67,058		33,113		48,636		80,405		115,694
	$	86,857	$	80,505	$	47,292	$	67,058	$	33,113	$	48,636	$	167,262	$	196,199

Revenues from products and services transferred to customers over time accounted for approximately 67% and 66% of consolidated revenues for the three months ended March 31, 2024 and 2023, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of March 31, 2024, the Company had $203.0 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 43% of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2024, with an additional 33% recognized in 2025 and the balance thereafter.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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. 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 covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (13,374)	$ 2,158

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Goodwill Impairment and Other Charges (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Asset Impairment Charges

As a result of these actions, the Company recorded the following charges during the first quarter of 2024 (in thousands):

	Offshore Manufactured Products		Well Site Services		Downhole Technologies		Pre-tax Total		Tax		After-tax Total
Impairment of goodwill	$	—	$	—	$	10,000	$	10,000	$	481	$	9,519
Facility consolidation and other charges	1,463		1,046		—		2,509		527		1,982

Schedule of Goodwill

Changes in the carrying amount of goodwill, by operating segment, for the three months ended March 31, 2024 were as follows (in thousands):

	Offshore Manufactured Products		Downhole Technologies		Total
Balance as of December 31, 2023	$	79,867	$	—	$	79,867
Goodwill associated with transferred operations	(10,000)		10,000		—
Impairment of goodwill	—		(10,000)		(10,000)
Foreign currency translation	(93)		—		(93)
Balance as of March 31, 2024	$	69,774	$	—	$	69,774

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Details of Selected Balance Sheet Accounts (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable, Net

Additional information regarding selected balance sheet accounts as of March 31, 2024 and December 31, 2023 is presented below (in thousands):

	March 31, 2024			December 31, 2023
Accounts receivable, net:
Trade	$	134,870		$	128,405
Unbilled revenue	23,815			27,756
Contract assets	41,355			46,746
Other	5,094			4,801
Total accounts receivable	205,134			207,708
Allowance for doubtful accounts	(4,369)			(4,497)
	$	200,765		$	203,211
Allowance for doubtful accounts as a percentage of total accounts receivable	2		%	2		%

Schedule of Contract with Customer, Asset and Liability

	March 31, 2024		December 31, 2023
Deferred revenue (contract liabilities)	$	41,528	$	36,757

Schedule of Activity in Allowance for Doubtful Accounts

The following provides a summary of activity in the allowance for doubtful accounts for the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Allowance for doubtful accounts – January 1	$	4,497	$	5,226
Provisions	12		133
Write-offs	(135)		(21)
Other	(5)		21
Allowance for doubtful accounts – March 31	$	4,369	$	5,359

Schedule of Inventory, Net

	March 31, 2024		December 31, 2023
Inventories, net:
Finished goods and purchased products	$	102,464	$	103,599
Work in process	34,795		30,546
Raw materials	114,390		109,627
Total inventories	251,649		243,772
Allowance for excess or obsolete inventory	(41,460)		(41,745)
	$	210,189	$	202,027

Schedule of Property, Plant and Equipment, Net

	March 31, 2024		December 31, 2023
Property, plant and equipment, net:
Property, plant and equipment	$	754,882	$	754,143
Accumulated depreciation	(476,799)		(473,754)
	$	278,083	$	280,389

Schedule of Finite-Lived Intangible Assets

	March 31, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Customer relationships	$	141,317	$	58,708	$	82,609	$	141,342	$	56,499	$	84,843
Patents/Technology/Know-how	70,129		35,833		34,296		70,113		34,541		35,572
Tradenames and other	52,502		20,673		31,829		52,505		19,910		32,595
	$	263,948	$	115,214	$	148,734	$	263,960	$	110,950	$	153,010

Schedule of Other Noncurrent Assets

	March 31, 2024		December 31, 2023
Other noncurrent assets:
Deferred compensation plan	$	17,637	$	17,255
Deferred financing costs	1,768		1,109
Deferred income taxes	2,137		2,211
Other	2,674		2,678
	$	24,216	$	23,253

Schedule of Accrued Liabilities

	March 31, 2024		December 31, 2023
Accrued liabilities:
Accrued compensation	$	13,457	$	27,131
Accrued taxes, other than income taxes	2,902		2,076
Insurance liabilities	4,000		3,839
Accrued interest	3,295		1,690
Accrued commissions	2,716		3,060
Other	8,451		6,431
	$	34,821	$	44,227

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Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

As of March 31, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

	March 31, 2024		December 31, 2023
Revolving credit facility(1)	$	—	$	—
2026 Notes(2)	133,254		133,037
Other debt and finance lease obligations	2,938		3,092
Total debt	136,192		136,129
Less: Current portion	(620)		(627)
Total long-term debt	$	135,572	$	135,502

____________________

(1)Unamortized deferred financing costs of $1.8 million and $1.1 million as of March 31, 2024 and December 31, 2023, respectively, are presented in other noncurrent assets.

(2)The outstanding principal amount of the 2026 Notes was $135.0 million as of March 31, 2024 and December 31, 2023.

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Common Stock Outstanding Roll Forward

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 three months of 2024 (in thousands):

Shares of common stock outstanding – December 31, 2023	63,327
Restricted stock awards, net of forfeitures	1,296
Shares withheld for taxes on vesting of stock awards	(408)
Shares of common stock outstanding – March 31, 2024	64,215

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Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2024		2023
Numerators:
Net income (loss)	$	(13,374)	$	2,158
Less: Income attributable to unvested restricted stock awards	—		(42)
Numerator for basic net income (loss) per share	(13,374)		2,116
Effect of dilutive securities:
Unvested restricted stock awards	—		—
Numerator for diluted net income (loss) per share	$	(13,374)	$	2,116
Denominators:
Weighted average number of common shares outstanding	63,883		64,068
Less: Weighted average number of unvested restricted stock awards outstanding	(1,380)		(1,243)
Denominator for basic net income (loss) per share	62,503		62,825
Effect of dilutive securities:
Performance share units	—		247
Denominator for diluted net income (loss) per share	62,503		63,072
Net income (loss) per share:
Basic	$	(0.21)	$	0.03
Diluted	(0.21)		0.03

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Long-Term Incentive Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

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 three months ended March 31, 2024 (in thousands):

	Stock Options	Service-based Restricted Stock		Performance- and Service-based Stock Units
Outstanding – December 31, 2023	158	1,233		927
Granted	—	852		250
Vested and distributed	—	(556)		(444)
Forfeited	(81)	—		—
Outstanding – March 31, 2024	77	1,529		733
Weighted average grant date fair value (2024 awards)		$	6.10	$	6.10

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Segments and Related Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Financial information by operating segment for the three months ended March 31, 2024 and 2023 is summarized in the following tables (in thousands).

	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2024
Offshore Manufactured Products(1)	$	86,857	$	3,693	$	10,603	$	7,221	$	516,039
Well Site Services(2)	47,292		6,079		(419)		2,414		179,763
Downhole Technologies(3)	33,113		4,270		(12,079)		446		278,055
Corporate	—		153		(9,282)		11		41,958
Total(1)	$	167,262	$	14,195	$	(11,177)	$	10,092	$	1,015,815

____________________

(1)Operating income included $1.5 million of facility consolidation charges.

(2)Operating loss included $1.0 million in facility consolidation and other charges.

(3)Operating loss included a $10.0 million non-cash goodwill impairment charge (see Note 2, “Goodwill Impairment and Other Charges”).

	Revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three Months Ended March 31, 2023
Offshore Manufactured Products	$	80,505	$	4,075	$	7,698	$	359	$	502,263
Well Site Services	67,058		6,146		6,966		5,772		212,415
Downhole Technologies	48,636		4,868		1,873		425		302,271
Corporate	—		167		(10,662)		12		33,188
Total	$	196,199	$	15,256	$	5,875	$	6,568	$	1,050,137

Schedule of Supplemental Revenue Information by Segments

The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three months ended March 31, 2024 and 2023 (in thousands):

	Offshore Manufactured Products				Well Site Services				Downhole Technologies				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Three Months Ended March 31
Project-driven:
Products	$	53,137	$	48,617	$	—	$	—	$	—	$	—	$	53,137	$	48,617
Services	25,233		24,630		—		—		—		—		25,233		24,630
Total project-driven	78,370		73,247		—		—		—		—		78,370		73,247
Military and other products	8,487		7,258		—		—		—		—		8,487		7,258
Short-cycle products and services	—		—		47,292		67,058		33,113		48,636		80,405		115,694
	$	86,857	$	80,505	$	47,292	$	67,058	$	33,113	$	48,636	$	167,262	$	196,199

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Goodwill Impairment and Other Charges - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reportable segments realigned | segment	2
Goodwill associated with transferred operations	$ 0
Impairment of goodwill	10,000	$ 0
Offshore Manufactured Products
Finite-Lived Intangible Assets [Line Items]
Goodwill associated with transferred operations	(10,000)
Impairment of goodwill	0
Downhole Technologies
Finite-Lived Intangible Assets [Line Items]
Goodwill associated with transferred operations	10,000
Impairment of goodwill	$ 10,000

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Goodwill Impairment and Other Charges - Schedule of Asset Impairment Charges (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of goodwill	$ 10,000	$ 0
Impairment of goodwill, Tax	481
Impairment of goodwill, After-tax Total	9,519
Facility consolidation and other charges	2,509
Facility consolidation and other charges, Tax	527
Facility consolidation and other charges, After-tax Total	1,982
Offshore Manufactured Products
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of goodwill	0
Facility consolidation and other charges	1,463
Well Site Services
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of goodwill	0
Facility consolidation and other charges	1,046
Downhole Technologies
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of goodwill	10,000
Facility consolidation and other charges	$ 0

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Goodwill Impairment and Other Charges - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Changes in carrying value of goodwill
Goodwill, net, beginning of period	$ 79,867
Goodwill associated with transferred operations	0
Impairment of goodwill	(10,000)	$ 0
Foreign currency translation	(93)
Goodwill, net, end of period	69,774
Offshore Manufactured Products
Changes in carrying value of goodwill
Goodwill, net, beginning of period	79,867
Goodwill associated with transferred operations	(10,000)
Impairment of goodwill	0
Foreign currency translation	(93)
Goodwill, net, end of period	69,774
Downhole Technologies
Changes in carrying value of goodwill
Goodwill, net, beginning of period	0
Goodwill associated with transferred operations	10,000
Impairment of goodwill	(10,000)
Foreign currency translation	0
Goodwill, net, end of period	$ 0

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Details of Selected Balance Sheet Accounts - Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 205,134	$ 207,708
Allowance for doubtful accounts	(4,369)	(4,497)
Accounts receivable, net	$ 200,765	$ 203,211
Allowance for doubtful accounts as a percentage of total accounts receivable	2.00%	2.00%
Trade
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 134,870	$ 128,405
Unbilled revenue
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	23,815	27,756
Contract assets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	41,355	46,746
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 5,094	$ 4,801

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Details of Selected Balance Sheet Accounts - Contract Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred revenue (contract liabilities)	$ 41,528	$ 36,757

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Details of Selected Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Decrease in contract with customer, asset	$ (5,400)
Contract with customer, asset, reclassified to receivable	22,000
Contract with customer, asset, decrease due to revenue recognized	27,400
Increase in deferred revenue	4,771	$ 4,179
Contract with customer, liability, increase due to billings	10,700
Contract with customer, liability, revenue recognized	(5,900)
Depreciation	9,900	11,000
Amortization of intangible assets	$ 4,300	$ 4,300
United States | Geographic Concentration Risk | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk (as a percent)	65.00%
United Kingdom | Geographic Concentration Risk | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk (as a percent)	15.00%

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Details of Selected Balance Sheet Accounts - Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for doubtful accounts beginning balance	$ 4,497	$ 5,226
Provisions	12	133
Write-offs	(135)	(21)
Other	(5)	21
Allowance for doubtful accounts ending balance	$ 4,369	$ 5,359

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Details of Selected Balance Sheet Accounts - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finished goods and purchased products	$ 102,464	$ 103,599
Work in process	34,795	30,546
Raw materials	114,390	109,627
Total inventories	251,649	243,772
Allowance for excess or obsolete inventory	(41,460)	(41,745)
Inventories, net	$ 210,189	$ 202,027

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Details of Selected Balance Sheet Accounts - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Property, plant and equipment	$ 754,882	$ 754,143
Accumulated depreciation	(476,799)	(473,754)
Property, plant, and equipment, net	$ 278,083	$ 280,389

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Details of Selected Balance Sheet Accounts - Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 263,948	$ 263,960
Accumulated Amortization	115,214	110,950
Net Carrying Amount	148,734	153,010
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	141,317	141,342
Accumulated Amortization	58,708	56,499
Net Carrying Amount	82,609	84,843
Patents/Technology/Know-how
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	70,129	70,113
Accumulated Amortization	35,833	34,541
Net Carrying Amount	34,296	35,572
Tradenames and other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	52,502	52,505
Accumulated Amortization	20,673	19,910
Net Carrying Amount	$ 31,829	$ 32,595

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Details of Selected Balance Sheet Accounts - Other Noncurrent Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred compensation plan	$ 17,637	$ 17,255
Deferred financing costs	1,768	1,109
Deferred income taxes	2,137	2,211
Other	2,674	2,678
Other noncurrent assets	$ 24,216	$ 23,253

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Details of Selected Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued compensation	$ 13,457	$ 27,131
Accrued taxes, other than income taxes	2,902	2,076
Insurance liabilities	4,000	3,839
Accrued interest	3,295	1,690
Accrued commissions	2,716	3,060
Other	8,451	6,431
Accrued liabilities	$ 34,821	$ 44,227

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Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 136,192	$ 136,129
Less: Current portion	(620)	(627)
Total long-term debt	135,572	135,502
Unamortized debt issuance costs	1,800	1,100
2026 Notes
Debt Instrument [Line Items]
Total debt	133,254	133,037
Long-term debt, gross	135,000	135,000
Other debt and finance lease obligations
Debt Instrument [Line Items]
Total debt	2,938	3,092
Revolving credit facility
Debt Instrument [Line Items]
Total debt	$ 0	$ 0

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Long-term Debt - Narrative (Details)				3 Months Ended
	Feb. 16, 2024 USD ($)	Mar. 19, 2021 USD ($) $ / shares	Jan. 30, 2018 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023
Debt Instrument [Line Items]
Letters of credit outstanding				$ 15,900,000
Conversion price (in dollars per share) | $ / shares		$ 10.49
4.75% Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 135,000,000
Stated interest rate (as a percent)		4.75%
Conversion ratio		0.0953516
1.5% Convertible Unsecured Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount			$ 200,000,000
Stated interest rate (as a percent)			1.50%	1.50%	1.50%
Debt instrument, amount repurchased			$ 17,300,000
Revolving Credit Facility Due January 2022
Debt Instrument [Line Items]
Long-term line of credit				$ 0
Remaining borrowing capacity				86,300,000
Revolving Credit Facility Due January 2022 | Asset-based Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 125,000,000
Debt instrument, springing maturity, term (in days)	91 days
Debt instrument, amount of indebtedness subject to springing maturity	$ 17,500,000
Basis spread on variable rate (as a percent)				0.00%
Debt instrument, covenant, minimum fixed charge coverage ratio				1.0
Debt instrument, percentage of borrowing base outstanding subject to covenant (as a percent)				15.00%
Debt instrument, amount of borrowing base outstanding subject to covenant				$ 14,100,000
Revolving Credit Facility Due January 2022 | Asset-based Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)				2.75%
Commitment fee percentage (as a percent)				0.375%
Revolving Credit Facility Due January 2022 | Asset-based Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)				3.25%
Commitment fee percentage (as a percent)				0.50%
Revolving Credit Facility Due January 2022 | Asset-based Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)				1.75%
Revolving Credit Facility Due January 2022 | Asset-based Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)				2.25%
Letter of Credit | Asset-based Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 50,000,000

XML

Fair Value Measurements (Details) - 4.75% Convertible Senior Notes $ in Millions	Mar. 31, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal amount	$ 135.0
Level 2 | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 132.8

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Stockholders' Equity - Common and Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Feb. 16, 2023
Equity [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock shares, authorized repurchase			$ 25.0
Stock repurchases	$ 0.0
Remaining authorized repurchase amount	$ 18.1

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Stockholders' Equity - Common Stock Outstanding Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2024 shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares of common stock outstanding beginning period (in shares)	63,327
Restricted stock awards, net of forfeitures (in shares)	1,296
Shares withheld for taxes on vesting of stock awards (in shares)	(408)
Shares of common stock outstanding ending period (in shares)	64,215

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Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	$ 692,318	$ 695,518	$ 709,545	$ 689,558
Total other comprehensive income (loss)	$ (3,000)	$ 4,100
United Kingdom, Pounds
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exchange rate strengthened (weakened)	(1.00%)	3.00%
Brazil, Brazil Real
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exchange rate strengthened (weakened)	(3.00%)	2.00%
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	$ (73,011)	$ (74,792)	$ (69,984)	$ (78,941)

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Total income tax provision	$ 24	$ 1,602
Income (loss) before income taxes	(13,350)	3,760
Impairment of goodwill	10,000	$ 0
Non-deductible expense, goodwill impairment charge	$ 7,700

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Net Income (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerators:
Net income (loss)	$ (13,374)	$ 2,158
Less: Income attributable to unvested restricted stock awards	0	(42)
Numerator for basic net income (loss) per share	(13,374)	2,116
Effect of dilutive securities:
Unvested restricted stock awards	0	0
Numerator for diluted net income (loss) per share	$ (13,374)	$ 2,116
Denominators:
Weighted average number of common shares outstanding (in shares)	63,883	64,068
Less: Weighted average number of unvested restricted stock awards outstanding (in shares)	(1,380)	(1,243)
Denominator for basic net income (loss) per share (in shares)	62,503	62,825
Performance share units	$ 0	$ 247
Denominator for diluted net income (loss) per share (in shares)	62,503	63,072
Net income (loss) per share:
Basic (in dollars per share)	$ (0.21)	$ 0.03
Diluted (in dollars per share)	$ (0.21)	$ 0.03

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Net Income (Loss) Per Share - Narrative (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)	122	209

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Long-Term Incentive Compensation - Stock Option Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Stock Options
Outstanding, beginning balance (in shares)	158
Granted (in shares)	0
Vested and distributed (in shares)	0
Forfeited (in shares)	(81)
Outstanding, ending balance (in shares)	77
Weighted average grant date fair value (in dollars per share) | $ / shares
Service-based Restricted Stock
Number of Shares
Unvested, beginning balance (in shares)	1,233
Granted (in shares)	852
Vested (in shares)	(556)
Forfeited (in shares)	0
Unvested, ending balance (in shares)	1,529
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 6.10
Performance- and Service-based Stock Units
Number of Shares
Unvested, beginning balance (in shares)	927
Granted (in shares)	250
Vested (in shares)	(444)
Forfeited (in shares)	0
Unvested, ending balance (in shares)	733
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 6.10

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Long-Term Incentive Compensation - Narrative (Details) - USD ($) shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation arrangement, recorded liability	$ 1,500,000	$ 1,500,000
Deferred compensation arrangement, requisite performance period	3 years
Stock-based compensation expense	$ 1,800,000	$ 1,600,000
Share-based compensation costs not yet recognized	11,800,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation arrangement, potential maximum liability	0
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation arrangement, potential maximum liability	$ 3,100,000
Unvested restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Service-based Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	1 year
Service- based stock units awards (in shares)	82
Performance-based Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Performance period (in years)	3 years
Percentage of additional performance-based awards issued (as a percent)	200.00%

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Segments and Related Information - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023
Segment Reporting [Abstract]
Number of operating segments | segment	3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Segment Reporting Information [Line Items]
Revenue, remaining performance obligation | $	$ 203.0
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years)	9 months
Revenue, remaining performance obligation, percentage	43.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Segment Reporting Information [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period (in years)	1 year
Revenue, remaining performance obligation, percentage	33.00%
Transferred over Time
Segment Reporting Information [Line Items]
Revenue from contract with customer, percentage of revenue (as a percent)	67.00%	66.00%

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Segments and Related Information - Financial Information by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 167,262	$ 196,199
Depreciation and amortization	14,195	15,256
Operating income (loss)	(11,177)	5,875
Capital expenditures	10,092	6,568
Total assets	1,015,815	1,050,137	$ 1,046,486
Facility consolidation charges	2,509
Impairment of goodwill	10,000	0
Corporate
Segment Reporting Information [Line Items]
Revenues	0	0
Depreciation and amortization	153	167
Operating income (loss)	(9,282)	(10,662)
Capital expenditures	11	12
Total assets	41,958	33,188
Offshore Manufactured Products
Segment Reporting Information [Line Items]
Revenues	86,857	80,505
Facility consolidation charges	1,463
Impairment of goodwill	0
Offshore Manufactured Products | Facility Closing
Segment Reporting Information [Line Items]
Facility consolidation charges	1,500
Offshore Manufactured Products | Operating Segments
Segment Reporting Information [Line Items]
Revenues	86,857	80,505
Depreciation and amortization	3,693	4,075
Operating income (loss)	10,603	7,698
Capital expenditures	7,221	359
Total assets	516,039	502,263
Well Site Services
Segment Reporting Information [Line Items]
Revenues	47,292	67,058
Facility consolidation charges	1,046
Impairment of goodwill	0
Well Site Services | Facility Closing
Segment Reporting Information [Line Items]
Facility consolidation charges	1,000
Well Site Services | Operating Segments
Segment Reporting Information [Line Items]
Revenues	47,292	67,058
Depreciation and amortization	6,079	6,146
Operating income (loss)	(419)	6,966
Capital expenditures	2,414	5,772
Total assets	179,763	212,415
Downhole Technologies
Segment Reporting Information [Line Items]
Revenues	33,113	48,636
Facility consolidation charges	0
Impairment of goodwill	10,000
Downhole Technologies | Operating Segments
Segment Reporting Information [Line Items]
Revenues	33,113	48,636
Depreciation and amortization	4,270	4,868
Operating income (loss)	(12,079)	1,873
Capital expenditures	446	425
Total assets	$ 278,055	$ 302,271

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Segments and Related Information - Supplemental Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 167,262	$ 196,199
Products
Segment Reporting Information [Line Items]
Revenues	94,329	99,840
Services
Segment Reporting Information [Line Items]
Revenues	72,933	96,359
Project-driven:
Segment Reporting Information [Line Items]
Revenues	78,370	73,247
Project-driven: | Products
Segment Reporting Information [Line Items]
Revenues	53,137	48,617
Project-driven: | Services
Segment Reporting Information [Line Items]
Revenues	25,233	24,630
Military and other products
Segment Reporting Information [Line Items]
Revenues	8,487	7,258
Short-cycle products and services
Segment Reporting Information [Line Items]
Revenues	80,405	115,694
Offshore Manufactured Products
Segment Reporting Information [Line Items]
Revenues	86,857	80,505
Offshore Manufactured Products | Project-driven:
Segment Reporting Information [Line Items]
Revenues	78,370	73,247
Offshore Manufactured Products | Project-driven: | Products
Segment Reporting Information [Line Items]
Revenues	53,137	48,617
Offshore Manufactured Products | Project-driven: | Services
Segment Reporting Information [Line Items]
Revenues	25,233	24,630
Offshore Manufactured Products | Military and other products
Segment Reporting Information [Line Items]
Revenues	8,487	7,258
Offshore Manufactured Products | Short-cycle products and services
Segment Reporting Information [Line Items]
Revenues	0	0
Well Site Services
Segment Reporting Information [Line Items]
Revenues	47,292	67,058
Well Site Services | Project-driven:
Segment Reporting Information [Line Items]
Revenues	0	0
Well Site Services | Project-driven: | Products
Segment Reporting Information [Line Items]
Revenues	0	0
Well Site Services | Project-driven: | Services
Segment Reporting Information [Line Items]
Revenues	0	0
Well Site Services | Military and other products
Segment Reporting Information [Line Items]
Revenues	0	0
Well Site Services | Short-cycle products and services
Segment Reporting Information [Line Items]
Revenues	47,292	67,058
Downhole Technologies
Segment Reporting Information [Line Items]
Revenues	33,113	48,636
Downhole Technologies | Project-driven:
Segment Reporting Information [Line Items]
Revenues	0	0
Downhole Technologies | Project-driven: | Products
Segment Reporting Information [Line Items]
Revenues	0	0
Downhole Technologies | Project-driven: | Services
Segment Reporting Information [Line Items]
Revenues	0	0
Downhole Technologies | Military and other products
Segment Reporting Information [Line Items]
Revenues	0	0
Downhole Technologies | Short-cycle products and services
Segment Reporting Information [Line Items]
Revenues	$ 33,113	$ 48,636