OIL STATES INTERNATIONAL, INC 10-Q

ITEM 1. Financial Statements OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Three Months Ended March 31, 2021 2020 Revenues: Products $ 61,445 $ 102,980 Services 64,144 116,714 125,589 219,694 Costs and expenses: Product costs 49,463 89,746 Service costs 52,847 107,856 Cost of revenues (exclusive of depreciation and amortization expense presented below) 102,310 197,602 Selling, general and administrative expense 21,225 26,124 Depreciation and amortization expense 21,520 26,409 Impairments of goodwill — 406,056 Impairments of fixed assets 650 5,198 Other operating (income) expense, net ( 354 ) 107 145,351 661,496 Operating loss ( 19,762 ) ( 441,802 ) Interest expense, net ( 2,325 ) ( 3,504 ) Other income, net 3,960 774 Loss before income taxes ( 18,127 ) ( 444,532 ) Income tax benefit 2,317 39,491 Net loss $ ( 15,810 ) $ ( 405,041 ) Net loss per share: Basic $ ( 0.26 ) $ ( 6.79 ) Diluted ( 0.26 ) ( 6.79 ) Weighted average number of common shares outstanding: Basic 60,098 59,654 Diluted 60,098 59,654 The accompanying notes are an integral part of these financial statements. 3 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In Thousands) Three Months Ended March 31, 2021 2020 Net loss $ ( 15,810 ) $ ( 405,041 ) Other comprehensive loss: Currency translation adjustments ( 1,529 ) ( 14,791 ) Comprehensive loss $ ( 17,339 ) $ ( 419,832 ) 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, 2021 December 31, 2020 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 54,513 $ 72,011 Accounts receivable, net 173,512 163,135 Inventories, net 174,314 170,376 Prepaid expenses and other current assets 17,167 18,071 Total current assets 419,506 423,593 Property, plant, and equipment, net 365,605 383,562 Operating lease assets, net 32,122 33,140 Goodwill, net 76,550 76,489 Other intangible assets, net 200,685 205,749 Other noncurrent assets 29,951 29,727 Total assets $ 1,124,419 $ 1,152,260 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 17,789 $ 17,778 Accounts payable 50,010 46,433 Accrued liabilities 40,552 44,504 Current operating lease liabilities 7,162 7,620 Income taxes payable 2,398 2,413 Deferred revenue 43,207 43,384 Total current liabilities 161,118 162,132 Long-term debt 170,119 165,759 Long-term operating lease liabilities 28,565 29,166 Deferred income taxes 8,882 14,263 Other noncurrent liabilities 23,573 23,309 Total liabilities 392,257 394,629 Stockholders' equity: Common stock, $ .01 par value, 200,000,000 shares authorized, 73,790,059 shares and 73,288,976 shares issued, respectively 738 733 Additional paid-in capital 1,100,077 1,122,945 Retained earnings 329,750 329,327 Accumulated other comprehensive loss ( 72,914 ) ( 71,385 ) Treasury stock, at cost, 12,508,964 and 12,283,817 shares, respectively ( 625,489 ) ( 623,989 ) Total stockholders' equity 732,162 757,631 Total liabilities and stockholders' equity $ 1,124,419 $ 1,152,260 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, 2021 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2020 $ 733 $ 1,122,945 $ 329,327 $ ( 71,385 ) $ ( 623,989 ) $ 757,631 Net loss — — ( 15,810 ) — — ( 15,810 ) Currency translation adjustments (excluding intercompany advances) — — — 1,068 — 1,068 Currency translation adjustments on intercompany advances — — — ( 2,597 ) — ( 2,597 ) Stock-based compensation expense: Restricted stock 5 2,815 — — — 2,820 Surrender of stock to settle taxes on restricted stock awards — — — — ( 1,500 ) ( 1,500 ) Adoption of ASU 2020-06 — ( 25,683 ) 16,233 — — ( 9,450 ) Balance, March 31, 2021 $ 738 $ 1,100,077 $ 329,750 $ ( 72,914 ) $ ( 625,489 ) $ 732,162 Three Months Ended March 31, 2020 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2019 $ 726 $ 1,114,521 $ 797,710 $ ( 67,746 ) $ ( 621,244 ) $ 1,223,967 Net loss — — ( 405,041 ) — — ( 405,041 ) Currency translation adjustments (excluding intercompany advances) — — — ( 8,706 ) — ( 8,706 ) Currency translation adjustments on intercompany advances — — — ( 6,085 ) — ( 6,085 ) Stock-based compensation expense: Restricted stock 6 1,156 — — — 1,162 Surrender of stock to settle taxes on restricted stock awards — — — — ( 2,665 ) ( 2,665 ) Balance, March 31, 2020 $ 732 $ 1,115,677 $ 392,669 $ ( 82,537 ) $ ( 623,909 ) $ 802,632 The accompanying notes are an integral part of these financial statements. 6 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Three Months Ended March 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 15,810 ) $ ( 405,041 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization expense 21,520 26,409 Impairments of goodwill — 406,056 Impairments of inventories — 25,230 Impairments of fixed assets 650 5,198 Stock-based compensation expense 2,820 1,162 Amortization of debt discount and deferred financing costs 895 1,681 Deferred income tax benefit ( 2,710 ) ( 40,832 ) Gains on extinguishment of 1.50 % convertible senior notes ( 3,637 ) — Gains on disposals of assets ( 307 ) ( 513 ) Other, net 285 771 Changes in operating assets and liabilities: Accounts receivable ( 10,701 ) 4,617 Inventories ( 3,890 ) ( 15,332 ) Accounts payable and accrued liabilities 1,648 ( 8,625 ) Income taxes payable — ( 1,100 ) Deferred revenue ( 206 ) 3,118 Other operating assets and liabilities, net 1,026 2,650 Net cash flows provided by (used in) operating activities ( 8,417 ) 5,449 Cash flows from investing activities: Capital expenditures ( 4,120 ) ( 5,881 ) Proceeds from disposition of property, plant and equipment 1,851 4,092 Other, net ( 95 ) ( 256 ) Net cash flows used in investing activities ( 2,364 ) ( 2,045 ) Cash flows from financing activities: Revolving credit facility borrowings 12,220 72,173 Revolving credit facility repayments ( 24,220 ) ( 52,404 ) Issuance of 4.75 % convertible senior notes 135,000 — Purchases of 1.50 % convertible senior notes ( 120,000 ) ( 4,737 ) Other debt and finance lease activity, net ( 145 ) 35 Payment of financing costs ( 7,961 ) — Shares added to treasury stock as a result of net share settlements due to vesting of stock awards ( 1,500 ) ( 2,665 ) Net cash flows provided by (used in) financing activities ( 6,606 ) 12,402 Effect of exchange rate changes on cash and cash equivalents ( 111 ) 9 Net change in cash and cash equivalents ( 17,498 ) 15,815 Cash and cash equivalents, beginning of period 72,011 8,493 Cash and cash equivalents, end of period $ 54,513 $ 24,308 Cash paid for: Interest $ 1,842 $ 2,436 Income taxes, net 577 2,499 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 (referred to in this report as "we" or the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission") pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with U.S. 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. Certain prior-year amounts in the Company's unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation. As further discussed in Note 13, "Commitments and Contingencies," the impact of the Coronavirus Disease 2019 ("COVID-19") pandemic and the related economic, business and market disruptions continues to evolve and its future effects remain uncertain. The actual impact of these developments on the Company will depend on numerous factors, many of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with precision the broad future effect of this health crisis on the global economy, the energy industry or the Company. During 2020 and the first quarter of 2021, the Company recorded asset impairments, severance and facility closure charges in response to these developments as further discussed in Note 3, "Asset Impairments and Other Restructuring Items." As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows. The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill and long-lived asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates. 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, 2020. 2. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the "FASB"), which are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption. In August 2020, the FASB issued updated guidance to simplify the accounting for convertible instruments and contracts in an entity's own equity (referred to as "ASU 2020-06"). This guidance eliminated the requirement that the carrying value of convertible debt instruments, such as the Company's 1.50 % convertible senior notes due 2023 (the "2023 Notes"), be allocated between debt and equity components. As permitted under the standard, the Company adopted the guidance on January 1, 2021, using the modified retrospective transition method. Adoption of the standard resulted in a $ 12.2 million increase in the net carrying value of the 2023 Notes, a $ 2.7 million decrease in deferred income taxes and an $ 9.5 million net decrease in stockholders' equity. The effective interest rate associated with the 2023 Notes after adoption decreased from approximately 6 % to approximately 2 %, which compares to the contractual interest rate of 1.50 %. As further discussed in Note 6, "Long-term Debt," the Company issued $ 135 million principal amount of its 4.75 % convertible senior notes due 2026 (the "2026 Notes") on March 19, 2021, which have been accounted for in accordance with the provisions of ASU 2020-06. 8 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. Asset Impairments and Other Restructuring Items In March of 2020, the spot price of West Texas Intermediate ("WTI") crude oil declined over 50 % in response to actual and forecasted reductions in global demand for crude oil due to the COVID-19 pandemic, coupled with announcements by Saudi Arabia and Russia of plans to increase crude oil production in an effort to protect market share. Following this unprecedented collapse in crude oil prices, the spot price of Brent and WTI crude oil closed at $ 15 and $ 21 per barrel, respectively, on March 31, 2020. Consistent with oilfield service industry peers, the Company's stock price declined dramatically during the first quarter of 2020, with its market capitalization falling substantially below the carrying value of stockholders' equity. Demand for most of the Company's products and services depends substantially on the level of capital expenditures invested in the oil and natural gas industry, which reached 15-year lows in 2020. The decline in oil prices, coupled with higher crude oil inventory levels in 2020, caused rapid reductions in most of the Company's customers' drilling, completion and production activities and their related spending on products and services, particularly those supporting activities in the U.S. shale play regions. While crude oil prices have recovered significantly since reaching record low levels in April 2020, with crude oil inventory levels moderating, there remains some uncertainty around the timing of demand recovery to pre-COVID-19 levels. These conditions have and may continue to result in adverse impacts on certain customers' liquidity and financial position, leading to further spending reductions, delays in the collection of amounts owed and in certain instances, non-payment of amounts owed. Following these March 2020 events, the Company immediately implemented significant cost reduction initiatives. The Company also assessed the carrying value of goodwill, long-lived and other assets based on the industry outlook regarding overall demand for and pricing of its products and services, other market considerations and the financial condition of the Company's customers. As a result of these events, actions and assessments, the Company recorded the following charges during the first quarter of 2020 (in thousands): Offshore/ Manufactured Products Downhole Technologies Well Site Services Corporate Pre-tax Total Tax After-tax Total Impairments of: Goodwill $ 86,500 $ 192,502 $ 127,054 $ — $ 406,056 $ 19,600 $ 386,456 Fixed assets — — 5,198 — 5,198 1,092 4,106 Inventories (Note 4) 16,249 — 8,981 — 25,230 4,736 20,494 Severance and restructuring charges 112 — 548 — 660 139 521 During the first quarter of 2021, the Company further reduced its workforce, closed additional facilities in the United States and continued to assess the carrying value of its assets based on the industry outlook regarding demand for and pricing of its products and services, and recorded the following charges (in thousands): Offshore/ Manufactured Products Downhole Technologies Well Site Services Corporate Pre-tax Total Tax After-tax Total Impairments of fixed assets $ — $ — $ 650 $ — $ 650 $ 137 $ 513 Severance and restructuring charges 282 275 1,306 1,555 3,418 717 2,701 Additionally, during the first quarter of 2021, the Company recognized an aggregate $ 4.8 million reduction of payroll tax expense (within cost of revenues and selling, general and administrative expense) as part of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") employee retention credit program. The Company continues to evaluate additional benefits potentially available to it under the CARES Act. 9 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Goodwill Goodwill is allocated to each reporting unit based on acquisitions made by the Company and is assessed 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. The Company had three reporting units – Offshore/Manufactured Products, Downhole Technologies and Well Site Services – whose goodwill balances totaled $ 482.3 million as of December 31, 2019. Given the significance of the March 2020 events described above, the Company performed a quantitative assessment of goodwill for impairment as of March 31, 2020. This interim assessment indicated that the fair value of each of the reporting units was less than their respective carrying amounts due to, among other factors, the significant decline in the Company's stock price (and that of its peers) and reduced growth rate expectations given weak energy market conditions resulting from the demand destruction caused by the global response to the COVID-19 pandemic. In addition, the estimated returns required by market participants increased materially in the Company's March 31, 2020 assessment from the assessment performed as of December 1, 2019, resulting in higher discount rates used in the discounted cash flow analysis. Management utilizes, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. The fair values of the Company's reporting units were determined using significant unobservable inputs (Level 3 fair value measurements). Based on this quantitative assessment as of March 31, 2020, the Company concluded that goodwill recorded in the Downhole Technologies and Well Site Services segments was fully impaired while goodwill recorded in the Offshore/Manufactured Products segment was partially impaired. The Company therefore recognized non-cash goodwill impairment charges totaling $ 406.1 million in the first quarter of 2020, as presented in further detail in the table above. The Company performed its annual quantitative assessment of goodwill as of December 1, 2020, which indicated that the fair value of the Offshore/Manufactured Products segment was greater than its carrying amount and no additional provision for impairment was required. The Company's remaining goodwill within the segment totaled approximately $ 76.5 million as of March 31, 2021 and December 31, 2020. Long-lived Assets The Company also assesses the carrying value of long-lived assets, including property, plant and equipment, operating lease assets and other intangible assets held by each of its segments (reporting units). As a result of the March 2020 assessment, the Company concluded that certain drilling-related property and equipment held by the Well Site Services segment was impaired and recognized a non-cash fixed asset impairment charge of $ 5.2 million in the first quarter of 2020. During the first quarter of 2021, the Well Site Services segment recognized non-cash fixed asset impairment charges of $ 0.7 million associated with the closure of additional facilities and other management actions. Should, among other events and circumstances, global economic and industry conditions deteriorate, the COVID-19 pandemic business and market disruptions worsen, the outlook for future operating results and cash flow for any of the Company's reporting units decline, income tax rates increase or regulations change, costs of equity or debt capital increase, valuations for comparable public companies or comparable acquisition valuations decrease, or management implement strategic decisions based on industry conditions, the Company may need to recognize additional impairment losses in future periods. 10 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of March 31, 2021 and December 31, 2020 is presented below (in thousands): March 31, 2021 December 31, 2020 Accounts receivable, net: Trade $ 123,129 $ 109,294 Unbilled revenue 21,262 23,173 Contract assets 29,975 35,870 Other 7,691 3,102 Total accounts receivable 182,057 171,439 Allowance for doubtful accounts ( 8,545 ) ( 8,304 ) $ 173,512 $ 163,135 Allowance for doubtful accounts as a percentage of total accounts receivable 5 % 5 % March 31, 2021 December 31, 2020 Deferred revenue (contract liabilities) $ 43,207 $ 43,384 For the three months ended March 31, 2021, the $ 5.9 million net decrease in contract assets was primarily attributable to $ 16.8 million transferred to accounts receivable, which was partially offset by $ 10.9 million in revenue recognized during the period. Deferred revenue (contract liabilities) decreased by $ 0.2 million in the first quarter of 2021, primarily reflecting the recognition of $ 3.0 million of revenue that was deferred at the beginning of the period, substantially offset by $ 2.8 million in new customer billings which were not recognized as revenue during the period. As of March 31, 2021, accounts receivable, net in the United States and the United Kingdom represented 70 % and 18 %, 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, 2021. The following provides a summary of activity in the allowance for doubtful accounts for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Allowance for doubtful accounts – January 1 $ 8,304 $ 8,745 Provisions 214 589 Write-offs ( 116 ) ( 1,785 ) Other 143 1,137 Allowance for doubtful accounts – March 31 $ 8,545 $ 8,686 March 31, 2021 December 31, 2020 Inventories, net: Finished goods and purchased products $ 90,664 $ 88,634 Work in process 31,222 27,063 Raw materials 92,137 95,410 Total inventories 214,023 211,107 Allowance for excess or obsolete inventory ( 39,709 ) ( 40,731 ) $ 174,314 $ 170,376 The Company recorded impairment charges totaling $ 25.2 million in the first quarter of 2020 to reduce the carrying value of inventories to their estimated net realizable value following the March 2020 decline in crude oil prices, which reduced the near-term utility of certain goods within the Offshore/Manufactured Products and Well Site Services segments. 11 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) March 31, 2021 December 31, 2020 Property, plant and equipment, net: Land $ 33,913 $ 34,968 Buildings and leasehold improvements 264,513 267,072 Machinery and equipment 241,734 239,986 Completion-related rental equipment 505,521 507,755 Office furniture and equipment 32,260 35,767 Vehicles 80,751 81,607 Construction in progress 4,352 7,207 Total property, plant and equipment 1,163,044 1,174,362 Accumulated depreciation ( 797,439 ) ( 790,800 ) $ 365,605 $ 383,562 For the three months ended March 31, 2021 and 2020, depreciation expense was $ 16.4 million and $ 20.1 million, respectively. March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Other intangible assets: Customer relationships $ 168,290 $ 58,158 $ 110,132 $ 168,288 $ 55,380 $ 112,908 Patents/Technology/Know-how 78,293 28,832 49,461 75,920 26,124 49,796 Noncompete agreements — — — 16,044 14,742 1,302 Tradenames and other 53,708 12,616 41,092 53,708 11,965 41,743 $ 300,291 $ 99,606 $ 200,685 $ 313,960 $ 108,211 $ 205,749 For the three months ended March 31, 2021 and 2020, amortization expense was $ 5.2 million and $ 6.3 million, respectively. March 31, 2021 December 31, 2020 Other noncurrent assets: Deferred compensation plan $ 23,053 $ 22,801 Deferred income taxes 1,359 1,280 Other 5,539 5,646 $ 29,951 $ 29,727 March 31, 2021 December 31, 2020 Accrued liabilities: Accrued compensation $ 14,066 $ 18,463 Insurance liabilities 6,579 7,694 Accrued taxes, other than income taxes 9,685 7,307 Accrued interest 1,788 2,202 Accrued commissions 1,333 1,416 Other 7,101 7,422 $ 40,552 $ 44,504 12 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Net Loss Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Numerators: Net loss $ ( 15,810 ) $ ( 405,041 ) Less: Income attributable to unvested restricted stock awards — — Numerator for basic net loss per share ( 15,810 ) ( 405,041 ) Effect of dilutive securities: Unvested restricted stock awards — — Numerator for diluted net loss per share $ ( 15,810 ) $ ( 405,041 ) Denominators: Weighted average number of common shares outstanding 61,169 60,770 Less: Weighted average number of unvested restricted stock awards outstanding ( 1,071 ) ( 1,116 ) Denominator for basic and diluted net loss per share 60,098 59,654 Net loss per share: Basic $ ( 0.26 ) $ ( 6.79 ) Diluted ( 0.26 ) ( 6.79 ) The calculation of diluted net loss per share for the three months ended March 31, 2021 and 2020 excluded 500 thousand shares and 629 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. Additionally, shares issuable upon conversion of both the 2023 Notes and the 2026 Notes were excluded due to, among other factors, their antidilutive effect. 6. Long-term Debt As of March 31, 2021 and December 31, 2020, long-term debt consisted of the following (in thousands): March 31, 2021 December 31, 2020 Revolving credit facilities (1) $ 3,807 $ 18,408 2023 Notes (2) 32,022 143,242 2026 Notes (3) 130,336 — Promissory note 17,095 17,095 Other debt and finance lease obligations 4,648 4,792 Total debt 187,908 183,537 Less: Current portion ( 17,789 ) ( 17,778 ) Total long-term debt $ 170,119 $ 165,759 ____________________ (1) Presented net of $ 3.2 million and $ 0.6 million of unamortized debt issuance costs as of March 31, 2021 and December 31, 2020, respectively. (2) The outstanding principal amount of the 2023 Notes was $ 32.4 million and $ 157.4 million as of March 31, 2021 and December 31, 2020, respectively. (3) The outstanding principal amount of the 2026 Notes was $ 135.0 million as of March 31, 2021. 13 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Revolving Credit Facilities ABL Facility On February 10, 2021, the Company entered into a senior secured credit facility with certain lenders, which provides for a $ 125.0 million asset-based revolving credit facility (the "ABL Facility") under which credit availability is subject to a borrowing base calculation. Concurrent with entering into this facility, the Former Facility (discussed below) was terminated. On March 16, 2021, the Company entered into an amendment to the ABL Facility that permitted the Company to incur the indebtedness represented by the 2026 Notes. The ABL Facility is governed by a credit agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (the "ABL Agreement"). The ABL Agreement matures on February 10, 2025 with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 17.5 million (excluding the unsecured promissory note discussed below). 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 London Interbank Offered Rate ("LIBOR") plus a margin of 2.75 % to 3.25 % and subject to a LIBOR floor rate of 0.50 %, or at a base rate plus a margin of 1.75 % to 2.25 %, in each case based on average borrowing availability. The Company must also pay a quarterly 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 2023 Notes and the 2026 Notes), 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 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 for specified periods of time in the event that availability under the ABL Agreement is less than the greater of 15 % of the borrowing base and $ 14.1 million or if an event of default has occurred and is continuing. As of March 31, 2021, the Company had $ 7.0 million of borrowings outstanding under the ABL Agreement and $ 19.0 million of outstanding letters of credit. The total amount available to be drawn as of March 31, 2021 was $ 40.6 million, calculated based on the current borrowing base less outstanding borrowings and letters of credit. As of March 31, 2021, the Company was in compliance with its debt covenants under the ABL Agreement. Former Facility The Company's former senior secured revolving credit facility was governed by a credit agreement which was scheduled to mature on January 30, 2022. On June 17, 2020, the Company entered into an omnibus amendment to the credit agreement, under which lender commitments were reduced in exchange for the suspension of certain financial covenants through March 30, 2021. 14 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following provides a summary of the more significant provisions of the Company's former revolving credit facility. Prior to June 17, 2020 From June 17, 2020 to February 10, 2021 Lender commitments $ 350 million $ 200 million Interest rate on outstanding borrowings (1) : LIBOR based borrowings LIBOR plus a margin of 1.75 % to 3.00 % LIBOR plus a margin of 2.50 % to 3.75 % Base-rate based borrowings Base rate plus a margin of 0.75 % to 2.00 % Base rate plus a margin of 1.50 % to 2.75 % Commitment fees (2) 0.25 % to 0.50 % 0.375 % to 0.50 % ____________________ (1) Based on the ratio of the Company's total net funded debt to consolidated EBITDA. (2) Based on unused commitments under the credit agreement. 2026 Notes On March 19, 2021, the Company issued $ 135 million aggregate principal amount of the 2026 Notes pursuant to an indenture, dated as of March 19, 2021 (the "2026 Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. Net proceeds from the 2026 Notes offering, after deducting issuance costs, totaled $ 130.3 million. The Company used $ 120.0 million of the cash proceeds to purchase $ 125.0 million principal amount of the outstanding 2023 Notes, with the balance added to cash on-hand. The 2026 Notes bear interest at a rate of 4.75 % per year until maturity. Interest is payable semi-annually in arrears on April 1 and October 1 of each year. In addition, additional interest and special interest may accrue on the 2026 Notes under certain circumstances as described in the 2026 Indenture. The 2026 Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. The initial conversion rate is 95.3516 shares of the Company's common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 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 in shares of the Company's common stock. Noteholders may convert their 2026 Notes, at their option, only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company's common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company's common stock, as described in the 2026 Indenture; or (4) if the Company calls the 2026 Notes for redemption, or at any time from, and including, January 1, 2026 until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If the Company elects to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period. The 2026 Notes will be redeemable, in whole or in part, at the Company's option on or after April 6, 2024, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130 % of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. If specified change in control events involving the Company as defined in the 2026 Indenture occur, then noteholders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest. Additionally, the 2026 Indenture contains certain events of default, 15 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) including certain defaults by the Company with respect to other indebtedness of at least $ 40.0 million. As of March 31, 2021, none of the conditions allowing holders of the 2026 Notes to convert, or requiring the Company to repurchase the 2026 Notes, had been met. 2023 Notes On January 30, 2018, the Company issued $ 200 million aggregate principal amount of the 2023 Notes pursuant to an indenture, dated as of January 30, 2018 (the "2023 Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. During the three months ended March 31, 2021, the Company purchased $ 125.0 million principal amount ($ 123.6 million net carrying amount) of the outstanding 2023 Notes for $ 120.0 million in cash. In connection with extinguishment of a portion of the 2023 Notes, the Company recognized non-cash gains totaling $ 3.6 million during the first quarter of 2021, which is included as other income, net. During the three months ended March 31, 2020, the Company purchased $ 5.7 million principal amount of the outstanding 2023 Notes for $ 4.7 million in cash, which approximated the net carrying amount of the related liability. Since December 31, 2018, the Company has purchased a cumulative $ 167.6 million principal amount of the outstanding 2023 Notes for $ 146.8 million. The initial carrying amount of the 2023 Notes recorded in the consolidated balance sheet was less than their $ 200 million principal amount, in accordance with then-applicable accounting principles, reflective of the estimated fair value of a similar debt instrument that did not have a conversion feature. The Company recorded the value of the conversion feature as a debt discount, which was amortized as interest expense over the term of the 2023 Notes, with a similar amount allocated to additional paid-in capital. As a result of this amortization, prior to the Company's adoption of ASU 2020-06 effective January 1, 2021, the interest expense recognized on the 2023 Notes for accounting purposes was based on an effective interest rate of approximately 6 %, which was greater than the cash interest the Company is obligated to pay. The following table presents the carrying amount of the 2023 Notes in the consolidated balance sheets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Principal amount of the liability component $ 32,369 $ 157,369 Less: Unamortized discount — 12,308 Less: Unamortized issuance costs 347 1,819 Net carrying amount of the liability component $ 32,022 $ 143,242 Net carrying amount of the equity component n.a. $ 25,683 See Note 2, "Recent Accounting Pronouncement," for discussion of the recent revision to accounting guidance for convertible instruments, which changed the Company's method of accounting for the 2023 Notes upon its adoption of the standard effective January 1, 2021. The 2023 Notes bear interest at a rate of 1.50 % per year until maturity. Interest is payable semi-annually in arrears on February 15 and August 15 of each year. In addition, additional interest and special interest may accrue on the 2023 Notes under certain circumstances as described in the 2023 Indenture. The 2023 Notes will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of the Company's common stock per $1,000 principal amount of 2023 Notes (equivalent to an initial conversion price of approximately $ 44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the 2023 Indenture. The Company's intent is to repay the principal amount of the 2023 Notes in cash and settle the conversion feature in shares of the Company's common stock. Noteholders may convert their 2023 Notes, at their option, only in the following circumstances: (1) if the last reported sale price per share of the Company's common stock exceeds 130 % of the conversion price for each of at least 20 trading days 16 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of the 2023 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company's common stock, as described in the 2023 Indenture; or (4) if the Company calls the 2023 Notes for redemption, or at any time from, and including, November 15, 2022 until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, based on the applicable conversion rate(s). If the Company elects to deliver cash or a combination of cash and shares of common stock, then the consideration due upon conversion will be based on a defined observation period. The 2023 Notes are redeemable, in whole or in part, at the Company's option at a cash redemption price equal to the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of common stock exceeds 130 % of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. If specified change in control events involving the Company as defined in the 2023 Indenture occur, then noteholders may require the Company to repurchase their 2023 Notes at a cash repurchase price equal to the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest. Additionally, the 2023 Indenture contains certain events of default, including certain defaults by the Company with respect to other indebtedness of at least $ 40.0 million. As of March 31, 2021, none of the conditions allowing holders of the 2023 Notes to convert, or requiring the Company to repurchase the 2023 Notes, had been met. Promissory Note In connection with the 2018 acquisition of GEODynamics (the "GEODynamics Acquisition"), the Company issued a $ 25.0 million promissory note that bears interest at 2.50 % per annum and was scheduled to mature on July 12, 2019. The Company believes that payments due under the promissory note are subject to set-off, in full or in part, against certain indemnification claims related to matters occurring prior to the GEODynamics Acquisition. The Company has provided notice to and asserted indemnification claims against the seller of GEODynamics (the "Seller"), and the Seller has filed a breach of contract suit against the Company and one of its wholly-owned subsidiaries alleging that payments due under the promissory note are required to be, but have not been, repaid in accordance with the terms of such note. The Company has incurred settlement costs and expenses of $ 7.9 million related to such indemnification claims, and believes that the maturity date of such note is extended until the resolution of these claims and expects that the amount ultimately paid in respect of such note will be reduced as a result of the indemnification claims. Accordingly, the Company has reduced the carrying amount of such note in the consolidated balance sheet to $ 17.1 million as of March 31, 2021 and December 31, 2020, which is its current best estimate of what is owed after set-off for such indemnification matters. See Note 13, "Commitments and Contingencies." 7. Fair Value Measurements The Company's financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2023 Notes and 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2023 Notes as of March 31, 2021 was $ 27.3 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 32.4 million. The estimated fair value of the 2026 Notes as of March 31, 2021 was $ 128.4 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 135.0 million. 17 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. Stockholders' Equity 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 2021 (in thousands): Shares of common stock outstanding – December 31, 2020 61,005 Restricted stock awards, net of forfeitures 501 Shares withheld for taxes on vesting of stock awards and transferred to treasury ( 225 ) Shares of common stock outstanding – March 31, 2021 61,281 As of March 31, 2021 and December 31, 2020, the Company had 25,000,000 shares of preferred stock, $ 0.01 par value, authorized, with no shares issued or outstanding. 9. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders' equity, increased from $ 71.4 million at December 31, 2020 to $ 72.9 million at March 31, 2021, due to changes in currency exchange rates. Accumulated other comprehensive loss is primarily related to fluctuations in the currency exchange rates compared to the U.S. dollar which are used to translate certain of the international operations of the Company's operating segments. For the three months ended March 31, 2021 and 2020, currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. As of March 31, 2021, the exchange rate for the British pound compared to the U.S. dollar strengthened by 1 % while the exchange rate for the Brazilian real compared to the U.S. dollar weakened by 8 % compared to the exchange rates at December 31, 2020, contributing to other comprehensive loss of $ 1.5 million reported for the three months ended March 31, 2021. 10. Long-Term Incentive Compensation The following table presents a summary of activity for stock options, service-based restricted stock awards and performance-based stock unit awards for the three months ended March 31, 2021 (in thousands): Stock Options Service-based Restricted Stock Performance-based Stock Units Outstanding – December 31, 2020 530 1,087 287 Granted — 446 245 Vested — ( 506 ) ( 70 ) Forfeited ( 80 ) ( 15 ) ( 42 ) Outstanding – March 31, 2021 450 1,012 420 Weighted average grant date fair value (2021 awards) $ — $ 6.87 $ 6.84 The restricted stock program consists of a combination of service-based restricted stock and performance-based stock units. Service-based restricted stock awards generally vest on a straight-line basis over their term, which is generally three years . Performance-based restricted stock awards generally vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance measures. In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200 % of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no restricted shares will vest. The performance measure for outstanding awards granted in 2019 and 2020 is the Company's EBITDA growth rate over a three-year period. The performance measure for outstanding awards granted in 2021 is the Company's cumulative EBITDA over a three-year period. During the first quarters of 2021 and 2020, the Company issued conditional long-term cash incentive awards ("Cash Awards") of $ 1.5 million and $ 1.5 million (adjusted for forfeitures), respectively, with the ultimate dollar amount to be awarded ranging from zero to a maximum of $ 3.1 million for the 2021 Cash Award and from zero to a maximum of $ 3.0 million for the 2020 Cash Award. The performance measure for these Cash Awards is relative total stockholder return compared to a peer group of companies measured over a three-year period. The ultimate dollar amount to be awarded for the 2021 and 2020 Cash 18 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Awards is limited to their targeted award value ($ 1.5 million) if the Company's total stockholder return is negative over the performance period. The obligations, if any, related to the Cash Awards are classified as liabilities and recognized over the vesting period. Stock-based compensation expense recognized during the three months ended March 31, 2021 and 2020 totaled $ 2.8 million and $ 1.2 million, respectively. As of March 31, 2021, there was $ 10.4 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied. 11. Income Taxes For the three months ended March 31, 2021, the Company's income tax benefit was $ 2.3 million on a pre-tax loss of $ 18.1 million, which included certain non-deductible expenses and discrete tax items. This compares to an income tax benefit of $ 39.5 million on a pre-tax loss of $ 444.5 million, which included non-cash goodwill charges (approximately $ 313.1 million) and other expenses that are not deductible for income tax purposes, for the three months ended March 31, 2020. The impact of these non-deductible expenses was partially offset by a $ 14.8 million discrete tax benefit related to the carryback of U.S. net operating losses under the CARES Act. 12. Segments and Related Information The Company operates through three operating segments: Offshore/Manufactured Products, Downhole Technologies and Well Site Services. Financial information by operating segment for the three months ended March 31, 2021 and 2020 is summarized in the following tables (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three Months Ended March 31, 2021 Offshore/Manufactured Products $ 60,609 $ 5,469 $ 1,071 $ 463 $ 534,819 Downhole Technologies 25,430 4,389 ( 1,615 ) 83 280,320 Well Site Services (1) 39,550 11,468 ( 9,853 ) 3,330 229,968 Corporate — 194 ( 9,365 ) 244 79,312 Total $ 125,589 $ 21,520 $ ( 19,762 ) $ 4,120 $ 1,124,419 Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three Months Ended March 31, 2020 Offshore/Manufactured Products (2) $ 91,172 $ 5,628 $ ( 95,496 ) $ 1,065 $ 562,179 Downhole Technologies (3) 41,065 5,584 ( 192,691 ) 1,649 333,518 Well Site Services (4) 87,457 15,036 ( 144,954 ) 3,052 320,855 Corporate — 161 ( 8,661 ) 115 95,458 Total $ 219,694 $ 26,409 $ ( 441,802 ) $ 5,881 $ 1,312,010 ________________ (1) Operating loss included a non-cash fixed asset impairment charge of $ 0.7 million. (2) Operating loss included non-cash goodwill and inventory impairment charges of $ 86.5 million and $ 16.2 million, respectively. (3) Operating loss included a non-cash goodwill impairment charge of $ 192.5 million. (4) Operating loss included non-cash goodwill, inventory and fixed asset impairment charges of $ 127.1 million, $ 9.0 million and $ 5.2 million, respectively. See Note 3, "Asset Impairments and Other Restructuring Items," and Note 4, "Details of Selected Balance Sheet Accounts," for further discussion of these and other charges and benefits recognized in first three months of 2021 and 2020. 19 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, 2021 and 2020 (in thousands): Offshore/Manufactured Products Downhole Technologies Well Site Services Total 2021 2020 2021 2020 2021 2020 2021 2020 Three months ended March 31 Major revenue categories - Project-driven products $ 21,374 $ 36,788 $ — $ — $ — $ — $ 21,374 $ 36,788 Short-cycle: Completion products and services 8,114 13,677 25,430 41,065 38,799 82,926 72,343 137,668 Drilling services — — — — 751 4,531 751 4,531 Other products 4,136 8,420 — — — — 4,136 8,420 Total short-cycle 12,250 22,097 25,430 41,065 39,550 87,457 77,230 150,619 Other products and services 26,985 32,287 — — — — 26,985 32,287 $ 60,609 $ 91,172 $ 25,430 $ 41,065 $ 39,550 $ 87,457 $ 125,589 $ 219,694 Revenues from products and services transferred to customers over time accounted for approximately 62 % and 66 % of consolidated revenues for each of the three months ended March 31, 2021 and 2020, 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, 2021, the Company had $ 166 million of remaining backlog related to contracts with an original expected duration of greater than one year . Approximately 40 % of this remaining backlog is expected to be recognized as revenue over the remaining nine months of 2021, with an additional 31 % in 2022 and the balance thereafter. 13. Commitments and Contingencies The impact of the COVID-19 pandemic and related economic, business and market disruptions continue to evolve and their future effects remain uncertain. The most direct and immediate impact that the Company has experienced and expects to continue to experience from the COVID-19 pandemic is decreased demand for its products and services due to lower activity levels by its customers resulting from the precipitous decline in crude oil prices. The overall impact of the pandemic and oil price collapse on the Company and its customers will depend on numerous factors, many of which are beyond management's control and knowledge. In response to public health concerns related to COVID-19, many federal, state, local and other authorities around the world imposed mandatory regulations directing individuals to stay at home and limited their ability to travel domestically or internationally. In certain cases, when travel was permitted, a multi-week quarantine period was required before an individual could work in the area. Additionally, rules and regulations regarding employer responsibilities continue to be promulgated. Facility closures, quarantines, travel restrictions, and possible future workforce shortages may, among numerous other impacts, result in delays by the Company in fulfilling its existing contractual obligations to its customers, which could result in adverse financial consequences. Additionally, the Company procures a variety of raw materials and component products, including steel, in the manufacture of its products from companies which may be impacted by similar challenges. The Company continues to monitor the effect of COVID-19 on its employees, customers, critical suppliers and other stakeholders. The ultimate magnitude and duration of the COVID-19 pandemic, resulting governmental restrictions placing limitations on the mobility and ability to work of the worldwide population, and the related impact on crude oil prices and the U.S. and global economy and capital markets remains uncertain. The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of the Company's products or operations. Some of these claims relate to matters occurring prior to the acquisition of businesses, and some relate to businesses the Company has sold. In certain cases, the Company is entitled to indemnification from the sellers of businesses and, in other cases, the Company has indemnified the buyers of businesses. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. 20 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Following the GEODynamics Acquisition in January 2018, the Company determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process were potentially be subject to anti-dumping and countervailing duties. Following an internal review, the Company voluntarily disclosed this matter to U.S. Customs and Border Protection ("CBP") and, in December 2020, reached an agreement with CBP to settle this matter for $ 7.3 million. The Company believes that the Seller is required to indemnify and hold the Company harmless against the amount of this and other settlements and related costs of $ 7.9 million, and the Company has provided notice to and asserted indemnification claims against the Seller. Additionally, the Company believes that its agreements with the Seller allow it to set-off such amounts against payments due under the $ 25.0 million promissory note and that, because the Company has asserted indemnification claims, the maturity date of such note is extended until the resolution of such claims. Accordingly, the Company has reduced the carrying amount of such note in its consolidated balance sheets to $ 17.1 million as of December 31, 2020 and March 31, 2021, which is the Company's current best estimate of what is owed after set-off for indemnification matters. In August 2020, the Seller filed a breach of contract suit against the Company and one of its wholly-owned subsidiaries in federal court alleging that payments due under the promissory note are required to be, but have not been, repaid in accordance with the terms of the note. Additionally, the Seller alleged that it was entitled to approximately $ 19 million in U.S. federal income tax carryback claims received by the Company under the provisions of the CARES Act. On February 15, 2021, the Seller dismissed the federal lawsuit without prejudice and refiled its lawsuit in state court. The Company denies the validity of these breach of contract claims and plans to vigorously defend against this lawsuit. 21 C autionary 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. 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 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2021 as well as "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, our Company: • public health crises, such as the Coronavirus Disease 2019 ("COVID-19") pandemic, which has negatively impacted the global economy, and correspondingly, the price of oil; • the ability and willingness of the Organization of Petroleum Exporting Countries ("OPEC") and other producing nations to set and maintain oil production levels and pricing; • the level of supply of and demand for oil and natural gas; • fluctuations in the current and future prices of oil and natural gas; • the level of exploration, drilling and completion activity; • the cyclical nature of the oil and natural gas industry; • the level of offshore oil and natural gas developmental activities; • the financial health of our customers; • the impact of environmental matters, including executive actions and regulatory or legislative efforts under the Biden Administration to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally; • 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 which may restrict drilling and completion activities; • general global economic conditions; • global weather conditions and natural disasters; • changes in tax laws and regulations; • 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 find and retain skilled personnel; • negative outcome of litigation, threatened litigation or government proceedings; • our ability to develop new competitive technologies and products; • fluctuations in currency exchange rates; • physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy; • our ability to access and the cost of capital in the bank and capital markets; • 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 2020 Annual Report on Form 10-K. 22 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.