What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-01 compared with 2024-08-02 · 102 added, 91 removed, 228 unchanged (46% of the section changed)

16 unchanged sentences

Our capital products are directed at drilling rig equipment for constructing new or upgrading existing rigs, subsea construction and development projects, pressure pumping equipment, the placement of production equipment on new producing wells, downstream capital projects and capital equipment for renewable energy projects.

For the six months ended June 30, 2024, approximately 80% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.

For the nine months ended September 30, 2024, approximately 80% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.

We expect that the world’s long-term energy demand will continue to rise for many decades.

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Utilization is a function of equipment capacity and durability in demanding environments.

Compared to 2023 full year average prices, oil and natural gas average prices have remained relatively flat despite tightened supply from OPEC+ production cuts and continued geopolitical tensions in Ukraine and the Middle East.

Compared to 2023 full year average prices, oil and natural gas average prices have remained relatively flat despite tightened supply from the Organization of the Petroleum Exporting Countries ("OPEC+") production cuts and continued geopolitical tensions in Ukraine and the Middle East.

These tensions could lead to a disruption to world energy markets and international supply chains.

Although these near-term macroeconomic events have presented challenges, we expect that the world’s long-term energy demand will continue to rise and may outpace global supply as OPEC+ remains committed to maintaining stable oil prices.

Although these near-term macroeconomic events have presented challenges, we expect that the world’s long-term energy demand will continue to rise and may outpace global supply.

We expect that hydrocarbons will continue to play a vital role in meeting the world’s long-term energy needs while renewable energy sources become increasingly prominent.

Average West Texas Intermediate (“WTI”) and Brent oil prices were higher in the second quarter 2024 compared to the second quarter 2023.

In addition, average natural gas prices were lower in the second quarter 2024 compared to the second quarter 2023.

Our revenues, over the long-term, are highly correlated to the global drilling rig count, which decreased 5.3% during the second quarter 2024 compared to average global rig count during second quarter 2023.

The decrease was mainly driven by a decline in North America rig count of 11.6%.

International markets are expected to continue to outpace the U.S.

Average West Texas Intermediate (“WTI”) and Brent oil prices were lower in the third quarter 2024 compared to the third quarter 2023.

In addition, average natural gas prices were lower in the third quarter 2024 compared to the third quarter 2023.

The decline in average prices during the third quarter 2024 can be attributed to lower global demand outlook than previously projected and anticipated increases in production by OPEC+.

Our revenues, over the long-term, are highly correlated to the global drilling rig count, which decreased 3.1% during the third quarter 2024 compared to average global rig count during third quarter 2023.

The decrease was mainly driven by a decline in U.S.

rig count of 9.7%.

In the U.S., publicly owned exploration and production companies are expected to continue to exercise disciplined capital spending while privately owned exploration and production companies fluctuate their activity in response to changes in oil and natural gas prices.

Activity levels in the U.S.

are forecasted to remain depressed in the fourth quarter of 2024 and into 2025 while international growth is expected to decline.

The table below shows average crude oil and natural gas prices for WTI, Brent, and Henry Hub:

Three Months Ended

June 30, March 31, June 30,

September 30, June 30, September 30,

2024 2024 2023

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Three Months Ended

June 30, March 31, June 30,

September 30, June 30, September 30,

2024 2024 2023

18 unchanged sentences

The table below shows the amount of total inbound orders by segment:

Three Months Ended Six Months Ended

June 30, March 31, June 30, June 30, June 30,

Three Months Ended Nine Months Ended

September 30, June 30, September 30, September 30, September 30,

(in millions of dollars) 2024 2024 2023 2024 2023

3 unchanged sentences

Results of operations

Three months ended June 30, 2024 compared with three months ended June 30, 2023

Three Months Ended June 30, Change

Three months ended September 30, 2024 compared with three months ended September 30, 2023

Three Months Ended September 30, Change

(in thousands of dollars, except per share information) 2024 2023 $ %

12 unchanged sentences

Transaction expenses 579 — 579 *

Loss on disposal of assets and other 220 542 (322) *

Gain on disposal of assets and other (85) (145) 60 *

Operating income 8,916 5,671 3,245 57.2 %

Interest expense 7,650 4,504 3,146 69.8 %

Foreign exchange losses and other, net 3,006 6,436 (3,430) *

Foreign exchange losses (gains) and other, net 9,631 (8,279) 17,910 *

Loss on extinguishment of debt 1,839 — 1,839 *

Total other expense 12,128 11,125 1,003 9.0 %

Loss before income taxes (4,194) (4,718) 524 11.1 %

Total other (income) expense, net 19,120 (3,775) 22,895 606.5 %

Income (loss) before income taxes (10,204) 9,446 (19,650) (208.0) %

Income tax expense 4,611 1,477 3,134 212.2 %

Net loss $ (6,696) $ (6,579) $ (117) (1.8) %

Net income (loss) $ (14,815) $ 7,969 $ (22,784) (285.9) %

Weighted average shares outstanding

1 unchanged sentence

Diluted 12,330 10,393

Loss per share

Earnings (loss) per share

Basic $ (1.20) $ 0.78

1 unchanged sentence

* not meaningful

Our revenue for the three months ended June 30, 2024 was $205.2 million, an increase of $19.8 million, or 10.7%, compared to the three months ended June 30, 2023.

For the three months ended June 30, 2024, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 57.0% and 43.0% of our total revenue, respectively, compared to 70.3% and 29.7% of our total revenue, respectively, for the three months ended June 30, 2023.

The overall increase in revenue is primarily related to the revenue contributed from the acquired Variperm business, partially offset by the decline in U.S.

drilling and completions activity in the second quarter 2024 compared to the second quarter 2023.

Our revenue for the three months ended September 30, 2024 was $207.8 million, an increase of $28.6 million, or 15.9%, compared to the three months ended September 30, 2023.

For the three months ended September 30, 2024, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 59.5% and 40.5% of our total revenue, respectively, compared to 66.3% and 33.7% of our total revenue, respectively, for the three months ended September 30, 2023.

The overall increase in revenue is primarily related to the revenue contributed from the acquired Variperm business, and increased revenues in the Subsea and the Stimulation and Intervention product lines, partially offset by the decline in U.S.

drilling activity and lower revenues in the Production Equipment product line in the third quarter 2024 compared to the third quarter 2023.

The changes in revenue by operating segment consisted of the following:

Drilling and Completions segment — Revenue was $117.0 million for the three months ended June 30, 2024, a decrease of $13.3 million, or 10.2%, compared to the three months ended June 30, 2023.

This decrease was driven by a $9.4 million, or 20.9%, decrease in our Drilling product line and a $9.2 million, or 19.8%, decrease in our Stimulation & Intervention product line, primarily due to the decline in U.S.

drilling and completions activity.

Partially offsetting this reduction was an increase of $3.5 million, or 25.9%, in our Subsea product line from higher project revenue recognized from ROVs and an increase of $1.8 million, or 7.0%, in our Coiled Tubing product line from higher international activity.

Artificial Lift and Downhole segment — Revenue was $88.2 million for the three months ended June 30, 2024, an increase of $33.1 million, or 60.0%, compared to the three months ended June 30, 2023.

Revenue for our Downhole product line increased by $31.0 million, or 140.5%, primarily due to revenue contributed from the acquired Variperm business and an increase in casing equipment sales from increased international activity.

Additionally, revenue in our Valve Solutions product line increased $1.7 million, or 10.8%, from higher international activity.

Drilling and Completions segment — Revenue was $123.6 million for the three months ended September 30, 2024, an increase of $4.7 million, or 3.9%, compared to the three months ended September 30, 2023.

This increase was driven by an increase of $6.2 million, or 41.7%, in our Subsea product line from higher project revenue recognized from ROVs and Launch and Recovery Systems ("LARS");

and, a $5.5 million, or 16.9%, increase in our Stimulation and Intervention product line, primarily due to higher sales of power ends and wireline cable.

Partially offsetting this increase were a $6.0 million, or 14.3%, decrease in our Drilling product line primarily due to the decline in U.S.

drilling activity and a $1.0 million, or 3.4%, decrease in our Coiled Tubing product line from lower international activity.

Artificial Lift and Downhole segment — Revenue was $84.2 million for the three months ended September 30, 2024, an increase of $23.9 million, or 39.5%, compared to the three months ended September 30, 2023.

Revenue for our Downhole product line increased by $27.1 million, or 115.3%, primarily due to revenue contributed from the acquired Variperm business.

Partially offsetting this increase was a $3.7 million, or 17.2% decrease, in the Production Equipment product line primarily due to a decline in demand for surface production equipment.

Segment operating income (loss) and segment operating margin percentage

Segment operating income for the three months ended June 30, 2024 was $9.4 million, a $2.4 million increase compared to an income of $6.9 million for the three months ended June 30, 2023.

For the three months ended June 30, 2024, segment operating margin percentage was 4.6% compared to 3.7% for the three months ended June 30, 2023.

Segment operating income for the three months ended September 30, 2024 was $9.4 million, a $3.9 million increase compared to an income of $5.5 million for the three months ended September 30, 2023.

For the three months ended September 30, 2024, segment operating margin percentage was 4.5% compared to 3.1% for the three months ended September 30, 2023.

Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenue for the period.

The change in operating income (loss) for each segment is explained as follows:

Drilling and Completions segment — Segment operating income was $2.9 million, or 2.5%, for the three months ended June 30, 2024 compared to operating income of $6.6 million, or 5.1%, for the three months ended June 30, 2023.

The $3.8 million decrease in segment operating results is primarily attributable to decreased operating leverage on lower sales volumes of capital equipment and well stimulation products, partially offset by higher coiled tubing sales and higher project revenue in our Subsea product line.

Artificial Lift and Downhole segment — Segment operating income was $13.5 million, or 15.3%, for the three months ended June 30, 2024 compared to an income of $7.0 million, or 12.6%, for the three months ended June 30, 2023.

The $6.5 million increase was primarily driven by the acquisition of Variperm.

Corporate — Selling, general and administrative expenses for Corporate were $7.0 million for the three months ended June 30, 2024 compared to $6.6 million for the three months ended June 30, 2023.

Drilling and Completions segment — Segment operating income was $7.0 million, or 5.7%, for the three months ended September 30, 2024 compared to operating income of $3.9 million, or 3.3%, for the three months ended September 30, 2023.

The $3.2 million increase in segment operating results is primarily attributable to higher volume and profitability in the Subsea and the Stimulation and Intervention product lines, partially offset by lower operating leverage on lower sales volumes of our drilling products.

Artificial Lift and Downhole segment — Segment operating income was $10.8 million, or 12.8%, for the three months ended September 30, 2024 compared to an income of $8.5 million, or 14.1%, for the three months ended September 30, 2023.

The $2.3 million increase was primarily driven by the acquisition of Variperm, partially offset by the decline in operating leverage on lower sales volumes of our surface production equipment.

Corporate — Selling, general and administrative expenses for Corporate were $8.4 million for the three months ended September 30, 2024 compared to $6.9 million for the three months ended September 30, 2023.

This increase was primarily related to higher variable compensation costs and professional fees.

Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel;

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Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt.

We incurred $8.7 million of interest expense during the three months ended June 30, 2024, an increase of $4.0 million compared to the three months ended June 30, 2023, due to the increased borrowings under our revolving Credit Facility and borrowings under the Seller Term Loan entered into in connection with the Variperm Acquisition.

We incurred $7.7 million of interest expense during the three months ended September 30, 2024, an increase of $3.1 million compared to the three months ended September 30, 2023, due to the increased borrowings under our revolving Credit Facility and borrowings under the Seller Term Loan entered into in connection with the Variperm Acquisition.

See Note 7 Debt for further details related to the Credit Facility and Seller Term Loan.

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dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S.

During the three months ended June 30, 2024, we repurchased an aggregate $13.0 million of principal amount of our 9.00% convertible secured notes due August 2025 (“2025 Notes”) at approximately par value.

During the three months ended September 30, 2024, we redeemed an aggregate $60.0 million of principal amount of our 9.00% convertible secured notes due August 2025 (“2025 Notes”) at par value.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $58.2 million, resulting in a $1.8 million loss on extinguishment of debt.

We recorded tax expense of $2.5 million and $1.9 million for the three months ended June 30, 2024 and 2023, respectively.

The estimated annual effective tax rates for the three months ended June 30, 2024 and 2023 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

We recorded tax expense of $4.6 million and $1.5 million for the three months ended September 30, 2024 and 2023, respectively.

The estimated annual effective tax rates for the three months ended September 30, 2024 and 2023 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction.

Results of operations

Six months ended June 30, 2024 compared with six months ended June 30, 2023

Six Months Ended June 30, Change

Nine months ended September 30, 2024 compared with nine months ended September 30, 2023

Nine Months Ended September 30, Change

(in thousands of dollars, except per share information) 2024 2023 $ %

18 unchanged sentences

Total other expense 41,235 14,871 26,364 177.3 %

Loss before income taxes (10,981) (5,388) (5,593) (103.8) %

Income (loss) before income taxes (21,185) 4,058 (25,243) (622.1) %

Income tax expense 10,641 6,154 4,487 72.9 %

7 unchanged sentences

* not meaningful

Our revenue for the six months ended June 30, 2024 was $407.6 million, an increase of $33.2 million, or 8.9%, compared to the six months ended June 30, 2023.

For the six months ended June 30, 2024, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 57.9% and 42.1% of our total revenue, respectively, compared to 68.7% and 31.3% of our total revenue, respectively, for the six months ended June 30, 2023.

The overall increase in revenue is primarily related to the revenue contributed from the acquired Variperm business, partially offset by the decline in U.S.

Our revenue for the nine months ended September 30, 2024 was $615.4 million, an increase of $61.7 million, or 11.2%, compared to the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 58.4% and 41.6% of our total revenue, respectively, compared to 67.9% and 32.1% of our total revenue, respectively, for the nine months ended September 30, 2023.

The overall increase in revenue is primarily related to the revenue contributed from the acquired Variperm business and increased revenues in the Subsea product line, partially offset by the decline in U.S.

drilling and completions activity in 2024 compared to 2023.

The changes in revenue by operating segment consisted of the following:

Drilling and Completions segment — Revenue was $236.1 million for the six months ended June 30, 2024, a decrease of $21.0 million, or 8.2%, compared to the six months ended June 30, 2023.

The decrease in segment revenue included a $17.9 million, or 19.1%, decrease from the Stimulation & Intervention product line, a $13.2 million, or 15.5%, decrease from the Drilling product line, and a $2.3 million, or 4.5%, decrease from the Coiled Tubing product line, all primarily the result of declining U.S.

Drilling and Completions segment — Revenue was $359.7 million for the nine months ended September 30, 2024, a decrease of $16.3 million, or 4.3%, compared to the nine months ended September 30, 2023.

The decrease in segment revenue included a $19.2 million, or 15.1%, decrease from the Drilling product line, a $12.4 million, or 9.8%, decrease from the Stimulation and Intervention product line, and a $3.4 million, or 4.1%, decrease from the Coiled Tubing product line, primarily the result of declining U.S.

drilling and completions activity.

The decrease was partially offset by an increase of $12.5 million, or 47.8%, in our Subsea product line due to higher project revenue recognized from ROVs and cable management systems.

Artificial Lift and Downhole segment — Revenue was $171.5 million for the six months ended June 30, 2024, an increase of $54.2 million, or 46.2%, compared to the six months ended June 30, 2023.

Revenue for our Downhole product line increased by $60.0 million, or 132.6%, primarily due to revenue contributed from the acquired Variperm business and an increase in casing equipment sales from increased international activity.

This increase was partially offset by a $4.8 million, or 14.0% decrease, in sales of our valve products, and $1.0 million, or 2.7%, decrease in sales within our Production Equipment product line.

These decreases were partially offset by an increase of $18.6 million, or 45.6%, in our Subsea product line due to higher project revenue recognized from ROVs and LARS, and an increase in parts sales.

Artificial Lift and Downhole segment — Revenue was $255.7 million for the nine months ended September 30, 2024, an increase of $78.1 million, or 43.9%, compared to the nine months ended September 30, 2023.

Revenue for our Downhole product line increased by $87.1 million, or 126.7%, primarily due to revenue contributed from the acquired Variperm business and an increase in downhole equipment sales from increased international activity.

This increase was partially offset by a $4.8 million, or 8.0%, decrease in surface production equipment and a $4.3 million, or 8.7%, decrease in sales of our valve products.

Segment operating income (loss) and segment operating margin percentage

Segment operating income for the six months ended June 30, 2024 was $18.5 million, a $4.9 million increase compared to $13.5 million for the six months ended June 30, 2023.

For the six months ended June 30, 2024, segment operating margin percentage was 4.5% compared to 3.6% for the six months ended June 30, 2023.

Segment operating income for the nine months ended September 30, 2024 was $27.9 million, a $8.8 million increase compared to $19.1 million for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, segment operating margin percentage was 4.5% compared to 3.4% for the nine months ended September 30, 2023.

Segment operating margin percentage is calculated by dividing segment operating income by revenue for the period.

The change in operating income for each segment is explained as follows:

Drilling and Completions segment — Segment operating income was $7.4 million, or 3.1%, for the six months ended June 30, 2024 compared to $11.6 million, or 4.5%, for the six months ended June 30, 2023.

The $4.2 million decrease in segment operating results is primarily attributable to decreased operating leverage from lower sales volumes for capital equipment that was partially offset by higher project revenue in Subsea product line and lower freight costs.

Artificial Lift and Downhole segment — Segment operating income was $25.2 million, or 14.7%, for the six months ended June 30, 2024 compared to $15.6 million, or 13.3%, for the six months ended June 30, 2023.

The $9.6 million increase in segment operating results was primarily driven by the acquisition of Variperm.

Corporate — Selling, general and administrative expenses for Corporate were $14.2 million for the six months ended June 30, 2024 compared to $13.7 million for the six months ended June 30, 2023.

Drilling and Completions segment — Segment operating income was $14.5 million, or 4.0%, for the nine months ended September 30, 2024 compared to $15.5 million, or 4.1%, for the nine months ended September 30, 2023.

The $1.0 million decrease in segment operating results is primarily due to the overall decline in segment revenues.

Artificial Lift and Downhole segment — Segment operating income was $36.0 million, or 14.1%, for the nine months ended September 30, 2024 compared to $24.1 million, or 13.6%, for the nine months ended September 30, 2023.

The $11.9 million increase in segment operating results was primarily driven by the acquisition of Variperm, partially offset by the decline in operating leverage on lower sales volumes of our surface production equipment.

Corporate — Selling, general and administrative expenses for Corporate were $22.6 million for the nine months ended September 30, 2024 compared to $20.5 million for the nine months ended September 30, 2023.

This increase was primarily related to higher variable compensation costs.

Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel;

5 unchanged sentences

Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt.

We incurred $17.4 million of interest expense during the six months ended June 30, 2024, an increase of $8.2 million compared to the six months ended June 30, 2023, due to the increased borrowings under our revolving Credit Facility and borrowings under the Seller Term Loan entered into in connection with the Variperm Acquisition.

We incurred $25.1 million of interest expense during the nine months ended September 30, 2024, an increase of $11.3 million compared to the nine months ended September 30, 2023, due to the increased borrowings under our revolving Credit Facility and borrowings under the Seller Term Loan entered into in connection with the Variperm Acquisition.

See Note 7 Debt for further details related to the Credit Facility and Seller Term Loan.

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dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S.

During the six months ended June 30, 2024, we repurchased an aggregate $13.0 million of principal amount of our 2025 Notes at approximately par value.

During the nine months ended September 30, 2024, we retired an aggregate $73.0 million of principal amount of our 2025 Notes at approximately par value.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $70.7 million , resulting in a $2.3 million loss on extinguishment of debt.

We recorded tax expense of $6.0 million and $4.7 million for the six months ended June 30, 2024 and 2023, respectively.

The estimated annual effective tax rates for the six months ended June 30, 2024 and 2023 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

We recorded tax expense of $10.6 million and $6.2 million for the nine months ended September 30, 2024 and 2023, respectively.

The estimated annual effective tax rates for the nine months ended September 30, 2024 and 2023 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction.

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Our future success and growth will be highly dependent on our ability to generate positive operating cash flow and access outside sources of capital.

As of June 30, 2024, we had $121.2 million principal amount of 2025 Notes outstanding, $72.8 million of borrowings under our revolving Credit Facility and $59.7 million principal amount of the Seller Term Loan outstanding.

During the six months ended June 30, 2024, we repurchased an aggregate $13.0 million of principal amount of our 2025 Notes.

Subsequent to June 30, 2024, we issued a notice of redemption for $60.0 million aggregate principal amount of our 2025 Notes with a redemption date of August 16, 2024.

The 2025 Notes mature in August 2025.

The Credit Facility matures on the earliest of (a) September 8, 2028, (b) the date that is 91 days prior to the maturity of 2025 Senior Notes (which will not apply if the 2025 Senior Notes are repaid prior to to such 91st day) and (c) the date that is 91 days prior to the maturity of the Seller Term Loan if the outstanding aggregate principal amount thereunder is equal to or greater than $30 million.

As of September 30, 2024, we had $61.2 million principal amount of 2025 Notes outstanding, $109.0 million of borrowings under our revolving Credit Facility and $58.4 million principal amount of the Seller Term Loan outstanding.

During the nine months ended September 30, 2024, we retired an aggregate $73.0 million of principal amount of our 2025 Notes, including the $60.0 million in aggregate principal amount of our 2025 Notes that we redeemed in August 2024.

The remaining 2025 Notes mature in August 2025.

The Credit Facility matures on the earliest of (a) September 8, 2028, (b) the date that is 91 days prior to the maturity of 2025 Notes (which will not apply if the 2025 Notes are repaid prior to such 91st day) and (c) the date that is 91 days prior to the maturity of the Seller Term Loan if the outstanding aggregate principal amount thereunder is equal to or greater than $30 million.

The Seller Term Loan matures in December 2026.

See Note 7 Debt for further details related to the terms for our debt arrangements.

As of June 30, 2024, we had cash and cash equivalents of $31.8 million and $103.1 million of availability under the Credit Facility.

On October 24, 2024, we priced an issuance of $100.0 million aggregate principal amount of the 2029 Bonds.

We expect to use the net proceeds, together with cash on hand, to redeem in full all outstanding 2025 Notes and to repay all borrowings outstanding under the Seller Term Loan.

The Offering is expected to close on November 7, 2024, subject to customary closing conditions.

Refer to Note 7 Debt for additional information on the Offering.

As of September 30, 2024, we had cash and cash equivalents of $33.3 million and $58.8 million of availability under the Credit Facility.

We intend to use approximately $20 million of cash on hand and borrowings from our credit facility, together with the net proceeds from the issuance of the 2029 Bonds, to repay in full the 2025 Notes and the Seller Term Loan.

We anticipate that our future working capital requirements for our operations will fluctuate directionally with revenues.

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In November 2021, our board of directors approved a program for the repurchase of outstanding shares of our common stock with an aggregate purchase amount of up to $10.0 million.

Shares may be repurchased under the program from time to time, in amounts and at prices that the company deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations.

During the six months ended June 30, 2024 , we did not repurchase shares of our common stock and the remaining authorization under this program is $2.4 million.

Shares may be repurchased under the

program from time to time, in amounts and at prices that the company deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations.

During the nine months ended September 30, 2024 , we did not repurchase shares of our common stock and the remaining authorization under this program is $2.4 million.

In January 2024, we completed the Variperm Acquisition for consideration of approximately $150.0 million of cash (subject to customary purchase price adjustments) and 2.0 million shares of our common stock.

We may pursue additional acquisitions in the future, which may be funded with cash and/or equity.

Our cash flows for the six months ended June 30, 2024 and 2023 are presented below (in millions):

Six Months Ended June 30,

Our cash flows for the nine months ended September 30, 2024 and 2023 are presented below (in millions):

Nine Months Ended September 30,

Net cash provided by (used in) operating activities $ 53.7 $ (3.1)

Net cash used in investing activities (155.9) (4.2)

Net cash provided by financing activities 114.9 4.1

Net cash provided by (used in) financing activities 89.4 (6.9)

Effect of exchange rate changes on cash (0.1) 0.3

1 unchanged sentence

Net cash provided by (used in) operating activities

Net cash provided by operating activities was $28.1 million for the six months ended June 30, 2024 compared to net cash used in operating activities of $29.5 million for the six months ended June 30, 2023.

This improvement in operating cash flow usage is primarily attributable to changes in working capital which provided cash of $10.7 million for the six months ended June 30, 2024 compared to a use of cash of $43.8 million for the six months ended June 30, 2023.

Net cash provided by operating activities was $53.7 million for the nine months ended September 30, 2024 compared to net cash used in operating activities of $3.1 million for the nine months ended September 30, 2023.

This improvement in operating cash flow usage is primarily attributable to changes in working capital which provided cash of $30.8 million for the nine months ended September 30, 2024 compared to a use of cash of $36.8 million for the nine months ended September 30, 2023.

Net cash used in investing activities

Net cash used in investing activities was $154.5 million for the six months ended June 30, 2024, mainly related to Variperm Acquisition of $150.1 million and $4.4 million of capital expenditures.

Net cash used in investing activities was $1.7 million for the six months ended June 30, 2023, including $2.8 million of capital expenditures, partially offset by $1.1 million of proceeds from the sale of property and equipment.

Net cash provided by financing activities

Net cash provided by financing activities was $114.9 million for the six months ended June 30, 2024 compared to $4.1 million of cash provided by financing activities for the six months ended June 30, 2023, respectively.

The change in net cash provided by financing activities primarily resulted from $72.8 million in borrowings from the revolving Credit Facility and $59.7 million from the Seller Term Loan, partially offset by repurchase of 2025 Notes of $13.0 million, during the six months ended June 30, 2024 compared to a net $10.0 million of borrowings on the revolving Credit Facility during the six months ended June 30, 2023.

Net cash used in investing activities was $155.9 million for the nine months ended September 30, 2024, mainly related to the Variperm Acquisition of $150.4 million, and to $5.7 million of capital expenditures.

Net cash used in investing activities was $4.2 million for the nine months ended September 30, 2023, including $5.5 million of capital expenditures, partially offset by $1.3 million of proceeds from the sale of property and equipment.

Net cash provided by (used in) financing activities

Net cash provided by financing activities was $89.4 million for the nine months ended September 30, 2024 compared to $6.9 million of cash used in financing activities for the nine months ended September 30, 2023.

The change in net cash provided by financing activities primarily resulted from $109.0 million in borrowings from the revolving Credit Facility and $59.7 million from the Seller Term Loan, partially offset by the retirement of 2025 Notes of $73.0 million during the nine months ended September 30, 2024 compared to a net zero of borrowings on the revolving Credit Facility during the nine months ended September 30, 2023.

Supplemental Guarantor Financial Information

7 unchanged sentences

The 2025 Notes guarantees shall each be released upon (i) any sale or other disposition of all or substantially all of the assets of such guarantor (by merger, consolidation or otherwise) to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary, if the sale or other disposition does not violate the applicable provisions of the indenture governing such notes;

(ii) any sale, exchange or transfer (by merger, consolidation or otherwise) of the equity interests of such guarantor after which the applicable guarantor is no longer a subsidiary, which sale, exchange or transfer does not violate the applicable provisions of the indenture governing such notes;

(ii) any sale, exchange or transfer (by merger,

consolidation or otherwise) of the equity interests of such guarantor after which the applicable guarantor is no longer a subsidiary, which sale, exchange or transfer does not violate the applicable provisions of the indenture governing such notes;

(iii) legal or covenant defeasance or satisfaction and discharge of the indenture governing such notes;

or (iv) dissolution of such guarantor, provided no default or event of default has occurred that is continuing.

guarantees under the Credit Facility) and any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the applicable indenture, result in the obligations of such guarantor under its guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable transaction under applicable law.

The obligations of each guarantor of the 2025 Notes under its guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such guarantor (including, without limitation, any guarantees under the Credit Facility) and any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the applicable indenture, result in the obligations of such guarantor under its guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable transaction under applicable law.

Nonetheless, in the event of the bankruptcy, insolvency or financial difficulty of a guarantor, such guarantor’s obligations under its guarantee may be subject to review and avoidance under applicable fraudulent conveyance, fraudulent preference, fraudulent transfer and insolvency laws.

3 unchanged sentences

Summarized financial information for the year-to-date interim period and the most recent annual period was as follows (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Summarized Statements of Operations 2024 2023 2024 2023

2 unchanged sentences

Operating income (8,333) 6,034 (15,214) 14,910

Net loss (6,696) (6,579) (17,011) (10,065)

June 30, 2024 December 31, 2023

Net income (loss) (14,815) 7,969 (31,826) (2,096)

September 30, 2024 December 31, 2023

Summarized Balance Sheet

5 unchanged sentences

Critical accounting policies and estimates

There have been no material changes in our critical accounting policies and procedures during the six months ended June 30, 2024.

There have been no material changes in our critical accounting policies and procedures during the nine months ended September 30, 2024.

For a detailed discussion of our critical accounting policies and estimates, refer to our 2023 Annual Report on Form 10-K.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis