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Item 2. Management’s Discussion and Analysis

2022-07-28 compared with 2022-04-29 · 214 added, 116 removed, 235 unchanged (58% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

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

We provide a broad range of manufactured products and services to customers in the energy, industrial and military sectors through our Offshore/Manufactured Products, Well Site Services and Downhole Technologies segments.

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Recent Developments

The spot price of Brent crude oil price averaged $101 per barrel during the first quarter of 2022, an increase of 27% from the fourth quarter 2021 average and the highest quarterly average level observed since the second quarter of 2014.

The higher commodity price environment was driven by crude oil supply reductions resulting from the Russian invasion of Ukraine on February 24, 2022, increased demand as the global effects of the COVID-19 pandemic have moderated and slower crude oil production growth due to reduced investments by operators globally.

The spot price of Brent crude oil price averaged $114 per barrel during the second quarter of 2022, an increase of 13% from the first quarter 2022 average and the highest quarterly average level observed since the third quarter of 2008.

The higher commodity price environment was driven by declines in crude oil supplies, concerns over sanctions resulting from the Russian invasion of Ukraine on February 24, 2022, increased demand as the global effects of the COVID-19 pandemic have moderated and slower crude oil production growth due to reduced investments by operators globally.

As shown below, crude oil prices have declined since June 30, 2022 in response to, among other things, the perceived risk of a global recession.

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

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Energy Information Administration (spot prices).

On April 22, 2022, Brent crude oil, WTI crude oil and natural gas spot prices closed at $105.15 per barrel, $102.86 per barrel and $6.59 per MMBtu, respectively.

On July 22, 2022, Brent crude oil, WTI crude oil and natural gas spot prices closed at $106.77 per barrel, $97.71 per barrel and $8.25 per MMBtu, respectively.

Additionally, as presented in more detail below, the U.S.

drilling rig count reported on April 22, 2022 was 695 rigs, 10% above the first quarter 2021 average.

drilling rig count reported on July 22, 2022 was 758 rigs, 6% above the second quarter 2021 average.

In January of 2022, we completed the previously announced exit of certain non-performing service offerings within our Well Site Services segment.

These service offerings generated revenues of $4.4 million in the first quarter of 2021.

These service offerings generated revenues of $9.5 million in the first six months of 2021.

During the first quarter of 2022, we recorded bad debt expense of $0.8 million related to receivables from Russia-based customers of the Offshore/Manufactured Products segment.

As of March 31, 2022, we had no remaining material balance sheet exposure related to Russia.

On April 14, 2022, our Offshore/Manufactured Products segment acquired E-Flow Control Holdings Limited ("E-Flow"), a global provider of fully integrated handling, control, monitoring and instrumentation solutions.

As of June 30, 2022, we had no remaining material balance sheet exposure related to Russia.

On April 14, 2022, our Offshore/Manufactured Products segment acquired E-Flow Control Holdings Limited ("E-Flow"), a U.K.-based global provider of fully integrated handling, control, monitoring and instrumentation solutions.

E-Flow, founded in 1988, provides a broad range of engineering, design, manufacturing, installation and commissioning services to its customers in the energy industry.

The purchase price of $8.6 million, which is subject to customary post-closing adjustments, was funded with cash on-hand.

The purchase price of $8.1 million (net of cash acquired and subject to customary post-closing adjustments) was funded with cash on-hand.

During the second quarter of 2022, we purchased $6.5 million principal amount of our 1.50% convertible senior notes (the "2023 Notes").

As further discussed in Note 12, "Commitment and Contingencies," on June 28, 2022, we fully settled our disputes with the seller (the "GEO Seller") of GEODynamics, Inc.

("GEODynamics"), which we acquired in 2018, including the full and final settlement of all amounts due pursuant to the GEO Note (as defined below).

As consideration for such settlement, on July 1, 2022, we issued the GEO Seller approximately 1.9 million shares of our common stock (having a market value of $10.3 million on the date of issuance) and paid the GEO Seller $10.0 million in cash.

The final settlement will be reflected in the third quarter of 2022.

Current and expected future pricing for WTI crude oil, along with expectations regarding the regulatory environment, are factors that will continue to influence our customers' willingness to invest in U.S.

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Crude oil prices and levels of demand for crude oil are likely to remain highly volatile due to numerous factors, including geopolitical conflicts (such as the direction and outcome of Russia's invasion of Ukraine), unrest and tensions;

the perceived risk of a global economic recession;

global uncertainties related to the COVID-19 pandemic;

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This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers' longer-term commodity demand forecasts and outlook for crude oil and natural gas prices.

Approximately 40% of Offshore/Manufactured Products segment sales in the first quarter of 2022 were driven by our customers' capital spending for products used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as "project-driven products").

Approximately 42% of Offshore/Manufactured Products segment sales in the first six months of 2022 were driven by our customers' capital spending for products used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as "project-driven products").

Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans.

Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions.

Such projects

are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions.

Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to short-term fluctuations in the price of crude oil and natural gas.

Backlog reported by our Offshore/Manufactured Products segment increased to $265 million as of March 31, 2022 from $226 million as of March 31, 2021.

Bookings totaled $93 million in the first quarter of 2022, yielding a book-to-bill ratio of 1.1x.

Backlog reported by our Offshore/Manufactured Products segment increased to $241 million as of June 30, 2022 from $214 million as of June 30, 2021.

Bookings totaled $168 million in the first six months of 2022, yielding a book-to-bill ratio of 0.9x.

The following table sets forth backlog as of the dates indicated (in millions).

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Average for the

As of April 22, 2022

Three Months Ended March 31,

As of July 22, 2022

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

United States Rig Count:

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Offshore 20 16 14 17 15

758 713 450 675 423

International Rig Count:

Land 733 630 781 649

Offshore 197 178 195 173

930 808 976 822

1,643 1,258 1,651 1,245

energy industry is primarily focused on crude oil and liquids-rich exploration and development activities in U.S.

shale plays utilizing horizontal drilling and completion techniques.

As of March 31, 2022, oil-directed drilling accounted for 79% of the total U.S.

As of June 30, 2022, oil-directed drilling accounted for 79% of the total U.S.

rig count – with the balance largely natural gas related.

Due to the unprecedented decline in crude oil prices in March and April of 2020, drilling and completion activity in the United States collapsed – with the active drilling rig count declining from 790 rigs as of February 29, 2020 to a trough of 244 rigs as of August 14, 2020.

Due to the unprecedented decline in crude oil prices in March and April of 2020, drilling and completion activity in the United States collapsed – with the active drilling rig count

declining from 790 rigs as of February 29, 2020 to a trough of 244 rigs as of August 14, 2020.

From this trough, the U.S.

rig count has increased to 670 rigs as of March 31, 2022.

rig count has increased to 753 rigs as of June 30, 2022.

As can be derived from the table above, the average U.S.

rig count for the first three months of 2022 increased by 240 rigs, or 61%, compared to the average for the first three months of 2021.

rig count for the first six months of 2022 increased by 252 rigs, or 60%, compared to the average for the first six months of 2021.

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products.

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tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs.

The effect of these tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters.

In addition, in response to Russia’s invasion of Ukraine, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have enacted sanctions against Russia and Russian interests.

The effect of these sanctions and tariffs and the application and interpretation of existing trade agreements and customs, anti-dumping and countervailing duty regulations continue to evolve, and we continue to monitor these matters.

If we encounter difficulty in procuring these raw materials and component products, or if the prices we have to pay for these products increase and we are unable to pass corresponding cost increases on to our customers, our financial position, cash flows and results of operations could be adversely affected.

Furthermore, uncertainty with respect to potential costs in the drilling and completion of oil and gas wells could cause our customers to delay or cancel planned projects which, if this occurred, would adversely affect our financial position, cash flows and results of operations.

See Note 11, "Commitments and Contingencies."

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

Other factors that can affect our business and financial results include but are not limited to:

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Unaudited Consolidated Results of Operations

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

Three Months Ended March 31,

2022 2021 Variance

The following summarizes our consolidated results of operations for the three and six months ended June 30, 2022 and 2021 (in thousands, except per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 Variance 2022 2021 Variance

Products $ 99,033 $ 78,038 $ 20,995 $ 184,794 $ 139,483 $ 45,311

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Depreciation and amortization expense 17,239 20,909 (3,670) 35,056 42,429 (7,373)

Impairments of goodwill — — —

Impairments of fixed assets (1)

Other operating (income) expense, net 126 (354) 480

Impairments of fixed and lease assets (1)

— 2,794 (2,794) — 3,444 (3,444)

Other operating income, net (228) (85) (143) (102) (439) 337

182,924 163,342 19,582 351,304 308,693 42,611

Operating loss (1,090) (17,618) 16,528 (5,426) (37,380) 31,954

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(1) During the first quarter of 2021, we recognized non-cash impairment charges of $0.7 million to reduce the carrying value of certain fixed assets to their estimated realizable value.

During the second quarter of 2021, we recognized non-cash impairment charges of $2.8 million to reduce the carrying value of certain operating lease assets to their estimated realizable value.

(2) During the first quarter of 2021, we recognized non-cash gains of $3.6 million in connection with our purchases of $125.0 million principal amount of our 2023 Notes.

See Note 2, "Asset Impairments and Other Restructuring Items," Note 3, "Details of Selected Balance Sheet Accounts" and Note 4, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion of these and other charges and benefits recognized in the first three months of 2021.

During the second quarter of 2021, we recognized non-cash gains of $0.4 million in connection with our purchases of $6.4 million principal amount of our 2023 Notes.

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

Unaudited Segment Results of Operations

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Offshore/Manufactured Products, Well Site Services and Downhole Technologies.

Supplemental financial information by operating segment for the three months ended March 31, 2022 and 2021 is summarized below (in thousands):

Three Months Ended March 31,

2022 2021 Variance

Supplemental financial information by operating segment for the three and six months ended June 30, 2022 and 2021 is summarized below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 Variance 2022 2021 Variance

Offshore/Manufactured Products

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(1) Operating loss in the first quarter of 2021 included non-cash fixed asset impairment charges of $0.7 million.

See Note 2, "Asset Impairments and Other Restructuring Items," and Note 3, "Details of Selected Balance Sheet Accounts," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion of these and other charges and benefits recognized in the first three months of 2021.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

We reported a net loss for the three months ended March 31, 2022 of $9.4 million, or $0.16 per share.

These results compare to a net loss for the three months ended March 31, 2021 of $15.8 million, or $0.26 per share, which included non-cash gains of $3.6 million ($2.9 million after-tax, or $0.05 per share) associated with debt extinguishment offset by $3.4 million ($2.7 million after-tax, or $0.04 per share) of severance and restructuring costs.

Operating loss in the second quarter of 2021 included non-cash operating lease asset impairment charges of $2.8 million.

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

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

We reported a net loss for the three months ended June 30, 2022 of $5.1 million, or $0.08 per share.

These results compare to a net loss for the three months ended June 30, 2021 of $15.3 million, or $0.25 per share, which included non-cash operating lease asset impairment charges of $2.8 million ($2.2 million after-tax, or $0.04 per share), restructuring charges of $2.6 million ($2.0 million after-tax, or $0.03 per share) and non-cash gains on extinguishment of our 2023 Notes of $0.4 million ($0.3 million after-tax, or $0.01 per share).

Our reported results of operations reflect the negative impact of the global response to the COVID-19 pandemic, ongoing uncertainties related to future crude oil demand and supply and, to a lesser extent, supply chain disruptions.

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land-based drilling, completion and production activities given regulatory pressures around ESG considerations.

During the first quarter of 2021, we 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.

Consolidated total revenues in the first quarter of 2022 increased $38.5 million, or 31%, from the first quarter of 2021.

Consolidated product revenues in the first quarter of 2022 increased $24.3 million, or 40%, from the first quarter of 2021, driven primarily by increased U.S.

land-based customer activity and higher demand for project-related fixed platform equipment.

Consolidated service revenues in the first quarter of 2022 increased $14.1 million, or 22%, from the first quarter of 2021 due primarily to higher customer spending in the U.S.

During the second quarter of 2021, we recognized an aggregate $2.8 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.

Consolidated total revenues in the second quarter of 2022 increased $36.1 million, or 25%, from the second quarter of 2021.

Consolidated product revenues in the second quarter of 2022 increased $21.0 million, or 27%, from the second quarter of 2021, driven primarily by increased U.S.

land-based customer activity and higher demand for project-related connector products.

Consolidated service revenues in the second quarter of 2022 increased $15.1 million, or 22%, from the second quarter of 2021 due primarily to higher customer spending in the U.S.

shale play regions and the Gulf of Mexico, partially offset by the exit of certain non-performing service offerings in January 2022.

As can be derived from the following table, 61% of our consolidated revenues in both the first quarter of 2022 and 2021 were derived from sales of our short-cycle product and service offerings.

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

As can be derived from the following table, 60% of our consolidated revenues in the second quarter of 2022 were derived from sales of our short-cycle product and service offerings, which compares to 58% in the same period last year.

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

Offshore/ Manufactured Products Well Site Services Downhole Technologies Total

Three Months Ended March 31 2022 2021 2022 2021 2022 2021 2022 2021

Three Months Ended June 30 2022 2021 2022 2021 2022 2021 2022 2021

Major revenue categories -

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Cost of Revenues (exclusive of Depreciation and Amortization Expense).

Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) increased $24.3 million, or 24%, in the first quarter of 2022 compared to the first quarter of 2021.

Consolidated product costs in the first quarter of 2022 increased $15.3 million, or 31%, compared to the first quarter of 2021.

Consolidated service costs in the first quarter of 2022 increased $9.0 million, or 17%, compared to the first quarter of 2021.

Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) increased $24.5 million, or 21%, in the second quarter of 2022 compared to the second quarter of 2021.

Consolidated product costs in the second quarter of 2022 increased $15.5 million, or 24%, from the second quarter of 2021.

Consolidated service costs in the second quarter of 2022 increased $9.1 million, or 17%, from the second quarter of 2021.

Selling, General and Administrative Expense.

Selling, general and administrative expense increased $2.6 million, or 12%, in the first quarter of 2022 from the first quarter of 2021 due primarily to higher professional service, bad debt and trade show expenses.

Selling, general and administrative expense increased $1.7 million, or 8%, in the second quarter of 2022 from the second quarter of 2021 due primarily to higher performance-based incentive compensation, professional service and trade show expenses, partially offset by $2.1 million in restructuring charges recognized in the prior-year quarter.

Depreciation and Amortization Expense.

Depreciation and amortization expense decreased $3.7 million, or 17%, in the first quarter of 2022 compared to the prior-year period, driven primarily by reduced capital investments made in our Well Site Services segment in recent years.

Note 10, "Segments and Related Information," to our Consolidated Financial Statements presents depreciation and amortization expense by segment.

Impairments of Fixed Assets.

During the first quarter of 2021, our Well Site Services segment recorded non-cash impairment charges of $0.7 million to reduce the carrying value of certain of the segment's fixed assets to their estimated realizable value.

Depreciation and amortization expense decreased $3.7 million, or 18%, in the second quarter of 2022 compared to the prior-year quarter, driven primarily by reduced capital investments made in our Well Site Services segment in recent years.

Note 11, "Segments and Related Information," to our Unaudited Condensed Consolidated Financial Statements presents depreciation and amortization expense by segment.

Impairments of Fixed and Lease Assets.

During the second quarter of 2021, our Well Site Services segment recorded non-cash impairment charges of $2.8 million to reduce the carrying value of certain of the segment's operating lease assets to their estimated realizable value.

Operating Loss.

Our consolidated operating loss was $4.3 million in the first quarter of 2022.

This compares to a consolidated operating loss of $19.8 million recognized in the first quarter of 2021, which included the $0.7 million of non-cash fixed asset impairment charges and $3.4 million in severance and restructuring costs.

Excluding these charges, our consolidated operating loss decreased $11.4 million or 72%.

Our consolidated operating loss was $1.1 million in the second quarter of 2022.

This compares to a consolidated operating loss of $17.6 million recognized in the second quarter of 2021, which included $2.8 million of non-cash operating lease asset impairment charges and $2.6 million of restructuring charges.

Interest Expense, Net.

Net interest expense was $2.7 million in the first quarter of 2022, which compares to $2.3 million in the first quarter of 2021.

Interest expense as a percentage of total debt outstanding was approximately 6% in the first quarter of 2022 and 4% in the first quarter of 2021.

Net interest expense was $2.6 million in the second quarter of 2022, which compares to $2.7 million in the same period of 2021.

Interest expense as a percentage of total debt outstanding was approximately 6% in the second quarter of 2022 and 2021.

Other Income, Net.

Net other income for the first quarter of 2021 included non-cash gains of $3.6 million in connection with our purchases of $125.0 million principal amount of our 1.5% convertible senior notes (the "2023 Notes") for $120.0 million in cash.

For the first quarter of 2022, our income tax provision was $3.4 million on a pre-tax loss of $6.0 million.

Income tax expense in the first quarter of 2022 included the impact of valuation allowances recorded against U.S.

tax assets as well as certain non-deductible expenses and discrete tax items.

This compares to an income tax benefit of $2.3 million on a pre-tax loss of $18.1 million for the first quarter of 2021, which included certain non-deductible expenses and discrete tax items.

Net other income for the second quarter of 2022 includes a non-cash charge of $0.6 million recognized in connection with the settlement of disputes with the GEO Seller.

Net other income for second quarter of 2022 and 2021 included non-cash gains of $0.2 million and $0.4 million, respectively, recognized in connection with our purchases of our 2023 Notes.

For the three months ended June 30, 2022, our income tax provision was $1.8 million on a pre-tax loss of $3.4 million.

Income tax expense in the second quarter of 2022 was negatively impacted by valuation allowances recorded against U.S.

deferred tax assets as well as certain non-deductible expenses.

This compares to an income tax benefit of $3.2 million on a pre-tax loss of $18.5 million for the three months ended June 30, 2021, which included certain non-deductible expenses.

Other Comprehensive Income (Loss).

Reported comprehensive loss is the sum of reported net loss and other comprehensive income (loss).

Other comprehensive income was $0.9 million in the first quarter of 2022 compared to loss of $1.5 million in the first quarter of 2021 due to fluctuations in foreign currency exchange rates compared to the U.S.

dollar for certain of the international operations of our operating segments.

For the first quarters of 2022 and 2021, recurring currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the first quarter of 2022, the exchange rate for the British pound weakened compared to the U.S.

Other comprehensive loss was $12.7 million in the second quarter of 2022 compared to comprehensive income of $3.2 million in the second quarter of 2021 due to fluctuations in currency exchange rates compared to the U.S.

dollar which are used to translate certain of the international operations of our operating segments.

For the three months ended June 30, 2022 and 2021, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the second quarter of 2022, the exchange rate for both the British pound and the Brazilian real weakened compared to the U.S.

This compares to the second quarter of 2021, when the exchange rate for the British pound was flat compared to the U.S.

dollar, while the Brazilian real strengthened compared to the U.S.

During the first quarter of 2021, the exchange rate for the British pound strengthened compared to the U.S.

dollar while the exchange rate for the Brazilian real weakened compared to the U.S.

Segment Operating Results

Offshore/Manufactured Products

Our Offshore/Manufactured Products segment revenues increased $23.5 million, or 39%, in the first quarter of 2022 compared to the first quarter of 2021 due primarily to increased demand for short-cycle products and fixed platform equipment.

Our Offshore/Manufactured Products segment revenues increased $19.6 million, or 25%, in the second quarter of 2022 compared to the second quarter of 2021 due primarily to increased demand for short-cycle and project-related products.

Operating Income.

Our Offshore/Manufactured Products segment reported operating income of $9.4 million in the second quarter of 2022, compared to operating income of $4.8 million in the second quarter of 2021 due primarily to the reported revenue growth.

Backlog in our Offshore/Manufactured Products segment totaled $241 million as of June 30, 2022, with second quarter 2022 bookings of $77 million and a quarterly book-to-bill ratio of 0.8x.

Well Site Services

Our Well Site Services segment revenues increased $12.8 million, or 30%, in the second quarter of 2022 compared to the prior-year quarter, driven by increased U.S.

and international customer activity levels partially offset by the exit of U.S.

thru-tubing service offerings in January 2022.

Operating Income (Loss).

Our Offshore/Manufactured Products segment reported operating income of $10.2 million in the first quarter of 2022.

The segment reported an operating loss of $1.1 million in the first quarter of 2021, which included severance and restructuring costs of $0.3 million.

Backlog in our Offshore/Manufactured Products segment totaled $265 million as of March 31, 2022 compared to $260 million as of December 31, 2021.

Bookings during the first quarter of 2022 totaled $93 million, yielding a book-to-bill ratio of 1.1x.

Our Well Site Services segment reported operating income of $0.6 million in the second quarter of 2022.

The segment reported an operating loss of $11.6 million in the second quarter of 2021, which included $2.4 million in restructuring charges and $2.8 million of non-cash operating lease asset impairment charges.

Excluding these 2021 charges, the segment's operating income (loss) improved $7.0 million from the prior-year quarter due primarily to the reported revenues growth and a $3.2 million reduction in depreciation and amortization expense.

Downhole Technologies

Our Downhole Technologies segment revenues increased $3.8 million, or 14%, in the second quarter of 2022 from the prior-year period due primarily to higher customer demand for perforating and completion products in the United States.

Operating Loss.

Our Downhole Technologies segment reported an operating loss of $1.5 million in the second quarter of 2022, compared to an operating loss of $2.3 million in the prior-year period reflective of the reported increase in revenues.

Corporate expenses increased $1.1 million, or 13%, in the second quarter of 2022 from the prior-year period, due primarily to higher personnel costs and performance-based incentive compensation.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

We reported a net loss for the six months ended June 30, 2022 of $14.6 million, or $0.24 per share.

These results compare to a net loss for the six months ended June 30, 2021 of $31.1 million, or $0.52 per share, which included non-cash impairment charges of $3.4 million ($2.7 million after-tax, or $0.05 per share) associated with write-downs of fixed and lease assets, $6.0 million ($4.7 million after-tax, or $0.08 per share) of severance and restructuring costs and non-cash gains of $4.0 million ($3.2 million after-tax, or $0.05 per share) associated with extinguishment of our 2023 Notes.

During the first six months of 2021, we recognized an aggregate $7.6 million reduction of payroll tax expense (recognized within cost of revenues and selling, general and administrative expense) as part of the CARES Act employee retention credit program.

Consolidated total revenues in the first six months of 2022 increased $74.6 million, or 27%, from the first six months of 2021.

Consolidated product revenues in the first six months of 2022 increased $45.3 million, or 32%, from the first six months of 2021, driven primarily by increased U.S.

land-based customer activity and higher demand for project-related fixed platform and other equipment.

Consolidated service revenues in the first six months of 2022 increased $29.3 million, or 22%, from the first six months of 2021 due primarily to higher customer spending in the U.S.

shale play regions and the Gulf of Mexico, partially offset by the exit of certain non-performing service offerings in January 2022.

As can be derived from the following table, 61% of our consolidated revenues in the first six months of 2022 were derived from sales of our short-cycle product and service offerings, which compares to 60% in the same period last year.

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

Offshore/ Manufactured Products Well Site Services Downhole Technologies Total

Six Months Ended June 30 2022 2021 2022 2021 2022 2021 2022 2021

Major revenue categories -

Project-driven products $ 74,942 $ 53,200 $ — $ — $ — $ — $ 74,942 $ 53,200

Completion products and services 28,857 18,561 95,917 77,882 62,308 52,190 187,082 148,633

Drilling services — — 7,074 3,724 — — 7,074 3,724

Other products 15,378 9,719 — — — — 15,378 9,719

Total short-cycle 44,235 28,280 102,991 81,606 62,308 52,190 209,534 162,076

Other products and services 61,402 56,037 — — — — 61,402 56,037

$ 180,579 $ 137,517 $ 102,991 $ 81,606 $ 62,308 $ 52,190 $ 345,878 $ 271,313

Percentage of total revenue by type -

Products 73 % 69 % — % — % 84 % 85 % 53 % 51 %

Services 27 % 31 % 100 % 100 % 16 % 15 % 47 % 49 %

Cost of Revenues (exclusive of Depreciation and Amortization Expense).

Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) increased $48.8 million, or 22%, in the first six months of 2022 compared to the first six months of 2021.

Consolidated product costs in the first six months of 2022 increased $30.8 million, or 27%, compared to the first six months of 2021.

Consolidated service costs in the first six months of 2022 increased $18.0 million, or 17%, compared to the first six months of 2021.

Selling, General and Administrative Expense.

Selling, general and administrative expense increased $4.3 million, or 10%, in the first six months of 2022 from the first six months of 2021 due primarily to higher performance-based incentive compensation, professional service, bad debt and trade show expenses, partially offset by $3.7 million in severance and restructuring charges recognized in the prior-year period.

Depreciation and Amortization Expense.

Depreciation and amortization expense decreased $7.4 million, or 17%, in the first six months of 2022 compared to the prior-year period, driven primarily by reduced capital investments made in our Well Site Services segment in recent years.

Note 11, "Segments and Related Information," to our Unaudited Condensed Consolidated Financial Statements presents depreciation and amortization expense by segment.

Impairments of Fixed and Lease Assets.

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

Operating Loss.

Our consolidated operating loss was $5.4 million in the first six months of 2022.

This compares to a consolidated operating loss of $37.4 million recognized in the first six months of 2021, which included $3.4 million of non-cash fixed and operating lease asset impairment charges and $6.0 million of severance and restructuring costs.

Interest Expense, Net.

Net interest expense was $5.3 million in the first six months of 2022, which compares to $5.0 million in the first six months of 2021.

Interest expense as a percentage of total debt outstanding was approximately 6% in the first six months of 2022 and 5% in the first six months of 2021.

Other Income, Net.

Net other income for the first six months of 2022 includes a non-cash charge of $0.6 million recognized in connection with the settlement of disputes with the GEO Seller.

Net other income for the first six months of 2022 and 2021 included non-cash gains of $0.2 million and $4.0 million, respectively, recognized in connection with our purchases of our 2023 Notes.

For the first six months of 2022, our income tax provision was $5.2 million on a pre-tax loss of $9.3 million.

Income tax expense in the first six months of 2022 was negatively impacted by valuation allowances recorded against U.S.

deferred tax assets as well as certain non-deductible expenses and discrete tax items.

This compares to an income tax benefit of $5.5 million on a pre-tax loss of $36.6 million for the first six months of 2021, which included certain non-deductible expenses and discrete tax items.

Other Comprehensive Income (Loss).

Reported comprehensive loss is the sum of reported net loss and other comprehensive income (loss).

Other comprehensive loss was $11.8 million in the first six months of 2022 compared to comprehensive income of $1.6 million in the first six months of 2021 due to fluctuations in foreign currency exchange rates compared to the U.S.

dollar for certain of the international operations of our operating segments.

For the first six months of 2022 and 2021, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil.

During the first six months of 2022, the exchange rate for the British pound weakened compared to the U.S.

dollar, while the Brazilian real strengthened compared to the U.S.

During the first six months of 2021, the exchange rate for the British pound and the Brazilian real strengthened compared to the U.S.

Segment Operating Results

Offshore/Manufactured Products

Our Offshore/Manufactured Products segment revenues increased $43.1 million, or 31%, in the first six months of 2022 compared to the first six months of 2021 due primarily to increased demand for project-related fixed platform and other equipment and short-cycle products.

Operating Income.

Our Offshore/Manufactured Products segment reported operating income of $19.6 million in the first six months of 2022.

The segment reported operating income of $5.9 million in the first six months of 2021, which included severance and restructuring costs of $0.3 million.

Backlog in our Offshore/Manufactured Products segment totaled $241 million as of June 30, 2022 compared to $260 million as of December 31, 2021.

Bookings during the first six months of 2022 totaled $168 million, yielding a book-to-bill ratio of 0.9x.

Well Site Services

Our Well Site Services segment revenues increased $8.6 million, or 22%, in the first quarter of 2022 compared to the same prior-year period, driven by increased U.S.

Our Well Site Services segment revenues increased $21.4 million, or 26%, in the first six months of 2022 compared to the same prior-year period, driven by increased U.S.

customer activity levels partially offset by the exit of U.S.

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Operating Loss.

Our Well Site Services segment reported an operating loss of $3.4 million in the first quarter of 2022.

The segment reported an operating loss of $9.9 million in the first quarter of 2021, which included non-cash fixed asset impairment charges of $0.7 million.

The operating loss decrease of $6.5 million, or 66%, compared to the same prior-year period was primarily driven by the impact of the reported revenue growth and a $3.7 million decrease in depreciation and amortization expense.

Our Well Site Services segment reported an operating loss of $2.8 million in the first six months of 2022.

The segment reported an operating loss of $21.4 million in the first six months of 2021, which included $3.7 million in severance and restructuring costs and non-cash fixed and lease asset impairment charges of $3.4 million.

Excluding these 2021 changes, the segment's operating loss decreased $11.5 million compared to the same prior-year period due primarily to the reported revenue growth coupled with a $6.8 million decrease in depreciation and amortization expense.

Downhole Technologies

Our Downhole Technologies segment revenues increased $6.3 million, or 25%, in the first quarter of 2022 from the same prior-year period due primarily to increased customer demand for perforating and completion products in the United States.

Our Downhole Technologies segment revenues increased $10.1 million, or 19%, in the first six months of 2022 from the same prior-year period due primarily to increased customer demand for perforating and completion products in the United States.

Operating Loss.

Our Downhole Technologies segment reported an operating loss of $1.5 million in the first quarter of 2022.

The segment reported an operating loss of $1.6 million in the first quarter of 2021.

Our Downhole Technologies segment reported an operating loss of $3.0 million in the first six months of 2022.

The segment reported an operating loss of $3.9 million in the first six months of 2021, which included $0.5 million of severance and restructuring charges.

Operating Loss.

Corporate expenses of $9.6 million in the first quarter of 2022 were comparable to the first quarter of 2021.

Corporate expenses in the first six months of 2022 increased $1.4 million, or 8%, from the first six months of 2021 due primarily to higher personnel costs, performance-based incentive compensation and professional fees, partially offset by $1.6 million of severance costs recognized in the prior-year period.

Liquidity, Capital Resources and Other Matters

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Operating Activities

Cash flows used in operations totaled $10.7 million during the three months ended March 31, 2022, compared to $8.4 million used in operations during the first quarter of 2021.

During the first quarter of 2022, $21.3 million was used to fund net working capital increases, primarily due to increases in inventories and accounts receivable driven by higher activity levels.

During the first quarter of 2021, $12.1 million was used to fund net working capital increases, primarily due to increases in accounts receivable and inventories.

Cash flows used in operations totaled $10.0 million during the six months ended June 30, 2022, compared to $13.9 million generated by operations during the first six months of 2021.

During the first six months of 2022, $37.4 million was used to fund net working capital increases, primarily due to increases in accounts receivable and inventories driven by higher activity levels.

During the first six months of 2021, $5.2 million was provided by net working capital decreases, primarily due to an increase in accounts payable, partially offset by increases in accounts receivable and inventories.

Investing Activities

Cash used in investing activities during the first quarter of 2022 totaled $2.1 million, compared to $2.4 million used in investing activities during 2021.

Capital expenditures totaled $2.9 million and $4.1 million during the first quarter of 2022 and 2021, respectively.

These investments were partially offset by proceeds from the sale of property and equipment of $0.9 million and $1.9 million during the first three months of 2022 and 2021, respectively.

Cash used in investing activities during the first six months of 2022 totaled $13.0 million, compared to $4.2 million used in investing activities during the first six months of 2021.

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

Capital expenditures totaled $6.5 million and $7.3 million during the first six months of 2022 and 2021, respectively.

These investments were partially offset by proceeds from the sale of property and equipment of $1.7 million and $3.4 million during the first six months of 2022 and 2021, respectively.

We expect to spend approximately $20 million in capital expenditures during 2022.

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Financing Activities

During the three months ended March 31, 2022, net cash of $1.2 million was used in financing activities.

This compares to $6.6 million of cash used in financing activities during the three months ended March 31, 2021, including our purchases of $125.0 million principal amount of our 2023 Notes for cash totaling $120.0 million and $12.0 million of net repayments under our ABL Facility.

Partially offsetting these uses in the first quarter of 2021 was our issuance of $135.0 million principal amount of our 4.75% convertible senior notes (the "2026 Notes") yielding net cash proceeds of $130.3 million.

As of March 31, 2022, we had cash and cash equivalents totaling $39.2 million, which compared to $52.9 million as of December 31, 2021.

As of March 31, 2022, we had no borrowings outstanding under our ABL Facility, $26.0 million principal amount of our 2023 Notes outstanding, $135.0 million principal amount of our 2026 Notes outstanding and other debt of $21.5 million.

Our reported interest expense, which included amortization of deferred financing costs of $0.5 million during the first quarter of 2022, was above our contractual cash interest expense.

For the first quarter of 2022, our contractual cash interest expense was $2.2 million, or approximately 5% of the average principal balance of debt outstanding.

During the six months ended June 30, 2022, net cash of $7.7 million was used in financing activities, including the purchase of $6.5 million principal amount of our outstanding 2023 Notes.

This compares to $19.1 million of cash used in financing activities during the six months ended June 30, 2021, including our purchases of $131.4 million principal amount of our 2023 Notes for cash totaling $126.0 million and $19.0 million of net repayments under our ABL Facility.

Partially offsetting these uses in the first six months of 2021 was our issuance of $135.0 million principal amount of our 4.75% convertible senior notes due 2026 (the "2026 Notes") yielding net cash proceeds of $130.6 million.

On June 28, 2022, we entered into a settlement agreement with the GEO Seller including the full and final settlement of all amounts due pursuant to the GEO Note.

On July 1, 2022, we issued the GEO Seller approximately 1.9 million shares of our common stock along with a cash payment of $10.0 million as part of such settlement.

The final settlement with be reflected in the third quarter of 2022.

As of June 30, 2022, we had cash and cash equivalents totaling $22.2 million, which compared to $52.9 million as of December 31, 2021.

Cash was used during the period to fund the E-Flow acquisition, fund capital expenditures and purchase a portion of our 2023 Notes.

As of June 30, 2022, we had no borrowings outstanding under our ABL Facility, $19.5 million principal amount of our 2023 Notes outstanding, $135.0 million principal amount of our 2026 Notes outstanding and other debt of $21.3 million.

Our reported interest expense, which included amortization of deferred financing costs of $0.9 million during the first six months of 2022, was above our contractual cash interest expense.

For the first six months of 2022, our contractual cash interest expense was $4.5 million, or approximately 5% of the average principal balance of debt outstanding.

We believe that cash on-hand, cash flow from operations and borrowing capacity available under our ABL Facility will be sufficient to meet our liquidity needs in the coming twelve months.

If our plans or assumptions change, or are inaccurate, we may need to raise additional capital.

Our ability to obtain capital for additional projects to implement our growth strategy over the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing.

Our ability to obtain capital for additional projects to implement our growth strategy over

the longer term will depend upon our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing.

Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, stakeholder scrutiny of ESG matters and other factors, many of which are beyond our control.

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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 to the seller of GEODynamics, Inc.

discussed below).

See Note 5, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the ABL Agreement.

As of March 31, 2022, we had $19.6 million of outstanding letters of credit, but no borrowings outstanding under the ABL Agreement.

The total amount available to be drawn as of March 31, 2022 was $51.0 million, calculated based on the current borrowing base less outstanding letters of credit.

On March 16, 2021, we issued $135.0 million aggregate principal amount of the 2026 Notes pursuant to an indenture, dated as of March 16, 2021 (the "2026 Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee.

As of June 30, 2022, we had $18.6 million of outstanding letters of credit, but no borrowings outstanding under the ABL Agreement.

The total amount available to be drawn as of June 30, 2022 was $61.8 million, calculated based on the current borrowing base less outstanding letters of credit.

On March 16, 2021, we issued $135.0 million aggregate principal amount of the 2026 Notes pursuant to an indenture, dated as of March 16, 2021 (the "2026 Indenture"), between us and Wells Fargo Bank, National Association, as trustee.

Computershare Trust Company, National Association, assumed the role of trustee as of March 1, 2022.

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We used $120.0 million of the cash proceeds to purchase $125.0 million principal amount of the outstanding 2023 Notes, with the balance added to cash on-hand.

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

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

See Note 5, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the 2026 Notes.

As of March 31, 2022, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

On January 30, 2018, we issued $200.0 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.

As of June 30, 2022, none of the conditions allowing holders of the 2026 Notes to convert, or requiring us to repurchase the 2026 Notes, had been met.

On January 30, 2018, we issued $200.0 million aggregate principal amount of the 2023 Notes pursuant to an indenture, dated as of January 30, 2018 (the "2023 Indenture"), between us and Wells Fargo Bank, National Association, as trustee.

Computershare Trust Company, National Association, assumed the role of trustee as of March 1, 2022.

Since September 2019, we have purchased a cumulative $174.0 million principal amount of the 2023 Notes for $152.8 million in cash, with $26.0 million principal amount outstanding as of March 31, 2022.

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.

Since September 2019, we have purchased a cumulative $180.5 million principal amount of the 2023 Notes for $159.0 million in cash, with $19.5 million principal amount outstanding as of June 30, 2022.

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

See Note 5, "Long-term Debt," to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the 2023 Notes.

As of March 31, 2022, none of the conditions allowing holders of the 2023 Notes to convert, or requiring us to repurchase the 2023 Notes, had been met.

As of June 30, 2022, none of the conditions allowing holders of the 2023 Notes to convert, or requiring us to repurchase the 2023 Notes, had been met.

Promissory Note.

In connection with the 2018 acquisition of GEODynamics, Inc., (such company, "GEODynamics" and such acquisition, the "GEODynamics Acquisition"), we issued a $25.0 million promissory note that was scheduled to mature on July 12, 2019.

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 our acquisition of GEODynamics.

We have 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 us and one of our wholly-owned subsidiaries alleging that payments due under the promissory note are required to be, but have not been, repaid in accordance with the terms of such note.

We have incurred settlement costs and expenses of $7.5 million related to such indemnification claims and believe that the maturity date of such note is extended until the resolution of such indemnity claims and that we are permitted to set-off the principal amount owed by the amount of such costs and expenses.

Accordingly, we have reduced the carrying amount of such note in our consolidated balance sheet to $17.5 million as of March 31, 2022, which is our current best estimate of what is owed after set-off for indemnification matters.

In connection with the 2018 acquisition of GEODynamics (such acquisition, the "GEODynamics Acquisition"), we issued a $25.0 million promissory note (the "GEO Note") that was scheduled to mature on July 12, 2019.

Payments due under the GEO Note were subject to set-off, in full or in part, against certain indemnification claims related to matters occurring prior to the GEODynamics Acquisition.

We asserted indemnification claims against the GEO Seller, and the GEO Seller filed a breach of contract suit against us and one of our wholly-owned subsidiaries alleging that payments due under the GEO Note were required to be repaid in accordance with the terms of such note.

We incurred settlement costs and expenses of $7.5 million related to such indemnification claims and as of June 28, 2022, had reduced the carrying amount of such note in our consolidated balance sheet to $17.5 million, which was our then-current best estimate of what was owed after set-off for indemnification matters.

On June 28, 2022, we entered into a settlement agreement with the GEO Seller, including the full and final settlement of all amounts due pursuant to the GEO Note.

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

Our total debt represented 21% and 20% of our combined total debt and stockholders' equity as of March 31, 2022 and December 31, 2021, respectively.

Our total debt represented 20% and 20% of our combined total debt and stockholders' equity as of June 30, 2022 and December 31, 2021, respectively.

Contingencies and Other Obligations.

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In certain cases, we are entitled to indemnification from the sellers of the businesses and, in other cases, we have indemnified the buyers of businesses.

In addition, the Seller in the GEODynamics Acquisition filed a breach of contract suit against us in federal court in August 2020, in which the Seller alleged, among other contractual breaches, that it was entitled to approximately $19 million in U.S.

In addition, the GEO Seller filed a breach of contract suit against us in federal court in August 2020, in which the GEO Seller alleged, among other contractual breaches, that it was entitled to approximately $19 million in U.S.

federal income tax carryback claims we received under the provisions of the CARES Act legislation.

On February 15, 2021, the Seller dismissed the federal lawsuit without prejudice and refiled its lawsuit in state court.

On September 20, 2021, a motion by the Seller for partial summary judgement was denied by the state court.

Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

On February 15, 2021, the GEO Seller dismissed the federal lawsuit without prejudice and refiled its lawsuit in state court.

On September 20, 2021, a motion by the GEO Seller for partial summary judgement was denied by the state court.

On June 28, 2022, we fully settled the GEO Note (together with related accrued interest) along with disputes that arose with the GEO Seller.

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

Off-Balance Sheet Arrangements.

As of March 31, 2022, we had no off-balance sheet arrangements.

As of June 30, 2022, we had no off-balance sheet arrangements.

Critical Accounting Policies

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What changed 10-Q

Item 2. Management’s Discussion and Analysis