OIL STATES INTERNATIONAL, INC 10-Q

ITEM 1. Financial Statements UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues: Products $ 99,743 $ 70,409 $ 284,537 $ 209,892 Services 89,651 70,119 250,735 201,949 189,394 140,528 535,272 411,841 Costs and expenses: Product costs 81,576 60,310 225,765 173,699 Service costs 69,723 56,897 194,294 163,450 Cost of revenues (exclusive of depreciation and amortization expense presented below) 151,299 117,207 420,059 337,149 Selling, general and administrative expense 23,374 20,078 70,964 63,395 Depreciation and amortization expense 16,413 19,657 51,469 62,086 Impairments of fixed and lease assets — — — 3,444 Other operating income, net ( 6,750 ) ( 275 ) ( 6,852 ) ( 714 ) 184,336 156,667 535,640 465,360 Operating income (loss) 5,058 ( 16,139 ) ( 368 ) ( 53,519 ) Interest expense, net ( 2,637 ) ( 2,569 ) ( 7,947 ) ( 7,593 ) Other income, net 491 2,137 1,892 7,917 Income (loss) before income taxes 2,912 ( 16,571 ) ( 6,423 ) ( 53,195 ) Income tax (provision) benefit ( 769 ) 3,529 ( 6,002 ) 9,072 Net income (loss) $ 2,143 $ ( 13,042 ) $ ( 12,425 ) $ ( 44,123 ) Net income (loss) per share: Basic $ 0.03 $ ( 0.22 ) $ ( 0.20 ) $ ( 0.73 ) Diluted 0.03 ( 0.22 ) ( 0.20 ) ( 0.73 ) Weighted average number of common shares outstanding: Basic 62,674 60,377 61,292 60,264 Diluted 62,676 60,377 61,292 60,264 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 2,143 $ ( 13,042 ) $ ( 12,425 ) $ ( 44,123 ) Other comprehensive loss: Currency translation adjustments ( 11,939 ) ( 5,838 ) ( 23,758 ) ( 4,207 ) Comprehensive loss $ ( 9,796 ) $ ( 18,880 ) $ ( 36,183 ) $ ( 48,330 ) 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) September 30, 2022 December 31, 2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 33,103 $ 52,852 Accounts receivable, net 209,278 186,080 Inventories, net 181,628 168,573 Prepaid expenses and other current assets 18,164 19,222 Total current assets 442,173 426,727 Property, plant, and equipment, net 305,067 338,583 Operating lease assets, net 24,072 25,388 Goodwill, net 78,579 76,412 Other intangible assets, net 174,182 185,749 Other noncurrent assets 26,297 32,889 Total assets $ 1,050,370 $ 1,085,748 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 20,026 $ 18,262 Accounts payable 60,684 63,343 Accrued liabilities 51,691 43,401 Current operating lease liabilities 6,276 6,481 Income taxes payable 4,795 2,564 Deferred revenue 50,732 43,236 Total current liabilities 194,204 177,287 Long-term debt 134,972 160,488 Long-term operating lease liabilities 21,584 23,452 Deferred income taxes 5,923 3,637 Other noncurrent liabilities 19,547 25,058 Total liabilities 376,230 389,922 Stockholders' equity: Common stock, $ .01 par value, 200,000,000 shares authorized, 76,586,244 shares and 73,900,160 shares issued, respectively 766 739 Additional paid-in capital 1,120,607 1,105,135 Retained earnings 269,142 281,567 Accumulated other comprehensive loss ( 89,789 ) ( 66,031 ) Treasury stock, at cost, 12,684,101 and 12,521,834 shares, respectively ( 626,586 ) ( 625,584 ) Total stockholders' equity 674,140 695,826 Total liabilities and stockholders' equity $ 1,050,370 $ 1,085,748 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 September 30, 2022 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, June 30, 2022 $ 747 $ 1,108,631 $ 266,999 $ ( 77,850 ) $ ( 626,586 ) $ 671,941 Net income — — 2,143 — — 2,143 Currency translation adjustments (excluding intercompany advances) — — — ( 10,363 ) — ( 10,363 ) Currency translation adjustments on intercompany advances — — — ( 1,576 ) — ( 1,576 ) Issuance of common stock in connection with settlement of disputes with seller of GEODynamics, Inc. 19 10,313 — — — 10,332 Stock-based compensation expense — 1,663 — — — 1,663 Surrender of stock to settle taxes on stock awards — — — — — — Balance, September 30, 2022 $ 766 $ 1,120,607 $ 269,142 $ ( 89,789 ) $ ( 626,586 ) $ 674,140 Nine Months Ended September 30, 2022 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2021 $ 739 $ 1,105,135 $ 281,567 $ ( 66,031 ) $ ( 625,584 ) $ 695,826 Net loss — — ( 12,425 ) — — ( 12,425 ) Currency translation adjustments (excluding intercompany advances) — — — ( 23,571 ) — ( 23,571 ) Currency translation adjustments on intercompany advances — — — ( 187 ) — ( 187 ) Issuance of common stock in connection with settlement of disputes with seller of GEODynamics, Inc. 19 10,313 — — — 10,332 Stock-based compensation expense 8 5,159 — — — 5,167 Surrender of stock to settle taxes on stock awards — — — — ( 1,002 ) ( 1,002 ) Balance, September 30, 2022 $ 766 $ 1,120,607 $ 269,142 $ ( 89,789 ) $ ( 626,586 ) $ 674,140 The accompanying notes are an integral part of these financial statements. 6 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands) Three Months Ended September 30, 2021 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, June 30, 2021 $ 739 $ 1,101,959 $ 314,479 $ ( 69,754 ) $ ( 625,489 ) $ 721,934 Net loss — — ( 13,042 ) — — ( 13,042 ) Currency translation adjustments (excluding intercompany advances) — — — ( 3,273 ) — ( 3,273 ) Currency translation adjustments on intercompany advances — — — ( 2,565 ) — ( 2,565 ) Stock-based compensation expense — 1,548 — — — 1,548 Surrender of stock to settle taxes on stock awards — — — — ( 95 ) ( 95 ) Adoption of ASU 2020-06 — — — — — — Balance, September 30, 2021 $ 739 $ 1,103,507 $ 301,437 $ ( 75,592 ) $ ( 625,584 ) $ 704,507 Nine Months Ended September 30, 2021 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2020 $ 733 $ 1,122,945 $ 329,327 $ ( 71,385 ) $ ( 623,989 ) $ 757,631 Net loss — — ( 44,123 ) — — ( 44,123 ) Currency translation adjustments (excluding intercompany advances) — — — ( 1,649 ) — ( 1,649 ) Currency translation adjustments on intercompany advances — — — ( 2,558 ) — ( 2,558 ) Stock-based compensation expense 6 6,245 — — — 6,251 Surrender of stock to settle taxes on stock awards — — — — ( 1,595 ) ( 1,595 ) Adoption of ASU 2020-06 — ( 25,683 ) 16,233 — — ( 9,450 ) Balance, September 30, 2021 $ 739 $ 1,103,507 $ 301,437 $ ( 75,592 ) $ ( 625,584 ) $ 704,507 The accompanying notes are an integral part of these financial statements. 7 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Nine Months Ended September 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 12,425 ) $ ( 44,123 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 51,469 62,086 Settlement of disputes with seller of GEODynamics, Inc. 620 — Impairments of inventories — 2,113 Impairments of fixed and lease assets — 3,444 Stock-based compensation expense 5,167 6,251 Amortization of debt discount and deferred financing costs 1,416 1,839 Deferred income tax provision (benefit) 1,295 ( 10,340 ) Gains on extinguishment of 1.50 % convertible senior notes ( 157 ) ( 4,022 ) Gains on disposals of assets ( 1,538 ) ( 3,558 ) Other, net 616 325 Changes in operating assets and liabilities, net of effect from acquired business: Accounts receivable ( 27,745 ) 1,112 Inventories ( 18,680 ) ( 10,767 ) Accounts payable and accrued liabilities 8,873 13,708 Deferred revenue 7,496 ( 872 ) Other operating assets and liabilities, net 2,586 3,376 Net cash flows provided by operating activities 18,993 20,572 Cash flows from investing activities: Capital expenditures ( 13,263 ) ( 10,977 ) Proceeds from disposition of property and equipment 2,211 6,160 Acquisition of business, net of cash acquired ( 8,125 ) — Other, net ( 168 ) ( 511 ) Net cash flows used in investing activities ( 19,345 ) ( 5,328 ) Cash flows from financing activities: Revolving credit facility borrowings 9,830 12,782 Revolving credit facility repayments ( 9,830 ) ( 31,782 ) Payment of promissory note to seller of GEODynamics, Inc. ( 10,000 ) — Issuance of 4.75 % convertible senior notes — 135,000 Purchases of 1.50 % convertible senior notes ( 6,272 ) ( 125,952 ) Other debt and finance lease repayments, net ( 541 ) ( 55 ) Payment of financing costs ( 81 ) ( 7,785 ) Shares added to treasury stock as a result of net share settlements due to vesting of stock awards ( 1,002 ) ( 1,595 ) Net cash flows used in financing activities ( 17,896 ) ( 19,387 ) Effect of exchange rate changes on cash and cash equivalents ( 1,501 ) ( 307 ) Net change in cash and cash equivalents ( 19,749 ) ( 4,450 ) Cash and cash equivalents, beginning of period 52,852 72,011 Cash and cash equivalents, end of period $ 33,103 $ 67,561 Cash paid (received) for: Interest $ 4,605 $ 2,785 Income taxes, net ( 67 ) 1,272 The accompanying notes are an integral part of these financial statements. 8 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year. As further discussed in Note 12, "Commitments and Contingencies," the impact of the Coronavirus Disease 2019 ("COVID-19") pandemic and the related economic, business and market disruptions continue to evolve and their future effects remain uncertain. The actual impact of these developments on the Company will depend on numerous factors, many of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with precision the broad future effect of this health crisis on the global economy, the energy industry or the Company. During 2020 and 2021, the Company recorded asset impairments, severance and restructuring charges in response to these developments as further discussed in Note 3, "Asset Impairments and Other Charges and Benefits." As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows. The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill and long-lived asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption. The financial statements included in this report should be read in conjunction with the Company's audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021. 2. Acquisition On April 14, 2022, the Company acquired E-Flow Control Holdings Limited ("E-Flow"), a U.K.-based global provider of fully integrated handling, control, monitoring and instrumentation solutions. The purchase price of $ 8.1 million (net of cash acquired) was funded with cash-on-hand and is subject to customary post-closing adjustments. Under the terms of the purchase agreement, the Company may be entitled to indemnification for certain matters occurring prior to the acquisition. The E-Flow transaction was accounted for using the acquisition method of accounting, based on the Company's preliminary estimates of the fair value of assets acquired (primarily long-lived intangible assets and goodwill) and liabilities assumed in the acquisition. E-Flow's results of operations have been included in the Company's consolidated financial statements and have been reported within the Offshore/Manufactured Products segment subsequent to the closing of the acquisition. 9 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. Asset Impairments and Other Charges and Benefits In March of 2020, the spot price of West Texas Intermediate ("WTI") crude oil declined over 50 % in response to actual and forecasted reductions in global demand for crude oil due to the COVID-19 pandemic, coupled with announcements by Saudi Arabia and Russia of plans to increase crude oil production. As demand for most of the Company's products and services depends substantially on the level of capital expenditures by the oil and natural gas industry, these conditions caused rapid reductions to most of the Company's customers' drilling, completion and production activities and their related spending on the Company's products and services, particularly those supporting activities in the U.S. shale play regions, until the supply/demand imbalances eased. Following these March 2020 events, the Company immediately implemented significant cost reduction initiatives, which continued into 2021. In this regard, during the first nine months of 2021, the Company continued its restructuring efforts, closed additional facilities in the United States and continued to assess the carrying value of its assets based on management actions and the industry outlook regarding demand for and pricing of its products and services, and recorded the following charges (in thousands): Offshore/ Manufactured Products Well Site Services Downhole Technologies Corporate Pre-tax Total Tax After-tax Total First quarter 2021 Impairments of fixed assets (Note 4) $ — $ 650 $ — $ — $ 650 $ 137 $ 513 Severance and restructuring costs 282 1,306 275 1,555 3,418 717 2,701 Second quarter 2021 Impairments of operating lease assets (Note 4) $ — $ 2,794 $ — $ — $ 2,794 $ 587 $ 2,207 Severance and restructuring costs — 2,351 203 — 2,554 536 2,018 Third quarter 2021 Impairment of inventories (Note 4) $ — $ — $ 2,113 $ — $ 2,113 $ 444 $ 1,669 Severance and restructuring costs 256 352 129 — 737 154 583 Additionally, during the three and nine months ended September 30, 2021, the Company recognized $ 1.2 million and $ 8.8 million, respectively, in aggregate reductions to payroll tax expense (within cost of revenues and selling, general and administrative expense) as part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") employee retention credit program. In August 2022, the Offshore/Manufactured Products segment settled outstanding litigation against certain service providers in exchange for cash totaling $ 6.9 million. In connection with this settlement, the Company recognized a gain of $ 6.1 million (net of legal and other related costs) in the third quarter of 2022, which is included in other operating income, net. Should, among other events and circumstances, the ongoing war between Russia and Ukraine escalate or spread, global economic and industry conditions deteriorate, the COVID-19 pandemic-induced business, supply chain and market disruptions worsen, the outlook for future operating results and cash flow for any of the Company's segments decline, income tax rates increase or regulations change, climate and environmental regulations or rules change, costs of equity or debt capital increase, valuation for comparable public companies or comparable acquisition valuations decrease, or management implements strategic decisions based on industry conditions, the Company may need to recognize additional impairment losses and/or incur other costs in future periods. 10 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of September 30, 2022 and December 31, 2021 is presented below (in thousands): September 30, 2022 December 31, 2021 Accounts receivable, net: Trade $ 145,949 $ 116,434 Unbilled revenue 23,412 24,389 Contract assets 36,752 39,755 Other 7,564 9,973 Total accounts receivable 213,677 190,551 Allowance for doubtful accounts ( 4,399 ) ( 4,471 ) $ 209,278 $ 186,080 Allowance for doubtful accounts as a percentage of total accounts receivable 2 % 2 % September 30, 2022 December 31, 2021 Deferred revenue (contract liabilities) $ 50,732 $ 43,236 As of September 30, 2022, accounts receivable, net in the United States and the United Kingdom represented 75 % and 12 %, respectively, of the total. No other country or single customer accounted for more than 10% of the Company's total accounts receivable as of September 30, 2022. For the nine months ended September 30, 2022, the $ 3.0 million net decrease in contract assets was attributable to $ 30.4 million transferred to accounts receivable, which was partially offset by $ 27.6 million in revenue recognized during the period. Deferred revenue (contract liabilities) increased by $ 7.5 million in the first nine months of 2022, reflecting $ 22.7 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of $ 14.8 million of revenue that was deferred at the beginning of the period. The following provides a summary of activity in the allowance for doubtful accounts for the nine months ended September 30, 2022 and 2021 (in thousands): Nine Months Ended September 30, 2022 2021 Allowance for doubtful accounts – January 1 $ 4,471 $ 8,304 Provisions 1,237 20 Write-offs ( 1,581 ) ( 2,200 ) Other 272 136 Allowance for doubtful accounts – September 30 $ 4,399 $ 6,260 11 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) September 30, 2022 December 31, 2021 Inventories, net: Finished goods and purchased products $ 87,542 $ 87,934 Work in process 29,652 24,722 Raw materials 102,120 96,357 Total inventories 219,314 209,013 Allowance for excess or obsolete inventory ( 37,686 ) ( 40,440 ) $ 181,628 $ 168,573 The Company recorded an impairment charge of $ 2.1 million in the third quarter of 2021 to reduce the carrying value of inventories within the Downhole Technologies segment to their estimated net realizable value based primarily on management's decision to exit a product offering. September 30, 2022 December 31, 2021 Property, plant and equipment, net: Property, plant and equipment $ 1,121,891 $ 1,151,533 Accumulated depreciation ( 816,824 ) ( 812,950 ) $ 305,067 $ 338,583 For the three months ended September 30, 2022 and 2021, depreciation expense was $ 11.3 million and $ 14.7 million, respectively. Depreciation expense was $ 35.9 million and $ 46.7 million, respectively, for the nine months ended September 30, 2022 and 2021. During the first and second quarters of 2021, the Well Site Services segment recognized non-cash fixed and operating lease asset impairment charges of $ 0.7 million and $ 2.8 million, respectively, associated with the closure of additional facilities coupled with other management actions. During the second quarter of 2021, the segment also recorded an additional $ 1.9 million charge associated with the exit of a leased facility. September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Other intangible assets: Customer relationships $ 149,673 $ 53,925 $ 95,748 $ 168,284 $ 66,734 $ 101,550 Patents/Technology/Know-how 79,769 37,747 42,022 78,821 33,151 45,670 Tradenames and other 53,956 17,544 36,412 53,708 15,179 38,529 $ 283,398 $ 109,216 $ 174,182 $ 300,813 $ 115,064 $ 185,749 For the three months ended September 30, 2022 and 2021, amortization expense was $ 5.1 million and $ 4.9 million, respectively. Amortization expense was $ 15.5 million and $ 15.4 million for the nine months ended September 30, 2022 and 2021, respectively. September 30, 2022 December 31, 2021 Other noncurrent assets: Deferred compensation plan $ 18,198 $ 23,348 Deferred financing costs 2,093 2,674 Deferred income taxes 1,255 1,878 Other 4,751 4,989 $ 26,297 $ 32,889 12 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) September 30, 2022 December 31, 2021 Accrued liabilities: Accrued compensation $ 26,909 $ 20,904 Accrued taxes, other than income taxes 9,268 5,130 Insurance liabilities 4,953 6,361 Accrued interest 3,527 3,629 Accrued commissions 2,176 2,194 Other 4,858 5,183 $ 51,691 $ 43,401 5. Long-term Debt As of September 30, 2022 and December 31, 2021, long-term debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 Revolving credit facility (1) $ — $ — 2026 Notes (2) 131,944 131,291 2023 Notes (3) 19,473 25,802 Promissory note — 17,534 Other debt and finance lease obligations 3,581 4,123 Total debt 154,998 178,750 Less: Current portion ( 20,026 ) ( 18,262 ) Total long-term debt $ 134,972 $ 160,488 ____________________ (1) Unamortized deferred financing costs of $ 2.1 million and $ 2.7 million as of September 30, 2022 and December 31, 2021, respectively, are presented in other noncurrent assets. (2) The outstanding principal amount of the 2026 Notes was $ 135.0 million as of September 30, 2022 and December 31, 2021. (3) The outstanding principal amount of the 2023 Notes was $ 19.5 million and $ 26.0 million as of September 30, 2022 and December 31, 2021, respectively. Revolving Credit Facility On February 10, 2021, the Company entered into a senior secured credit facility with certain lenders, which provides for a $ 125.0 million asset-based revolving credit facility (the "ABL Facility") under which credit availability is subject to a borrowing base calculation. On March 16, 2021, the Company entered into an amendment to the ABL Facility that permitted the Company to incur the indebtedness represented by the 2026 Notes discussed below. The ABL Facility is governed by a credit agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent and the lenders and other financial institutions from time to time party thereto (the "ABL Agreement"). The ABL Agreement matures on February 10, 2025 with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 17.5 million. 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. Quarterly, the Company must also pay a commitment fee of 0.375 % to 0.50 % per annum, based on unused commitments under the ABL Agreement. 13 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The ABL Agreement places restrictions on the Company's ability to incur additional indebtedness, grant liens on assets, pay dividends or make distributions on equity interests, dispose of assets, make investments, repay other indebtedness (including the 2023 Notes and the 2026 Notes discussed below), engage in mergers, and other matters, in each case, subject to certain exceptions. The ABL Agreement contains customary default provisions, which, if triggered, could result in acceleration of repayment of all amounts then outstanding. The ABL Agreement also requires the Company to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 (i) in the event that availability under the ABL Agreement is less than the greater of (a) 15 % of the borrowing base and (b) $ 14.1 million; (ii) to complete certain specified transactions; or (iii) if an event of default has occurred and is continuing. As of September 30, 2022, the Company had $ 17.6 million of outstanding letters of credit, but no borrowings outstanding under the ABL Agreement. The total amount available to be drawn as of September 30, 2022 was $ 79.9 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit. As of September 30, 2022, the Company was in compliance with its debt covenants under the ABL Agreement. 2026 Notes On March 19, 2021, the Company issued $ 135.0 million aggregate principal amount of its 4.75 % convertible senior notes due 2026 (the "2026 Notes") pursuant to an indenture, dated as of March 19, 2021 (the "2026 Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. Computershare Trust Company, National Association, assumed the role of trustee as of March 1, 2022. Net proceeds from the 2026 Notes offering, after deducting issuance costs, totaled $ 130.6 million. The Company used $ 120.0 million of the cash proceeds to purchase $ 125.0 million principal amount of the outstanding 2023 Notes at a discount, with the balance added to cash on-hand. The 2026 Notes bear interest at a rate of 4.75 % per year and will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. Interest is payable semi-annually in arrears on April 1 and October 1 of each year. Additional interest and special interest may accrue on the 2026 Notes under certain circumstances as described in the 2026 Indenture. The initial conversion rate is 95.3516 shares of the Company's common stock per $1,000 principal amount of the 2026 Notes (equivalent to an initial conversion price of $ 10.49 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the 2026 Indenture. The Company's intent is to repay the principal amount of the 2026 Notes in cash and settle the conversion feature in shares of the Company's common stock. As of September 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. 2023 Notes On January 30, 2018, the Company issued $ 200.0 million aggregate principal amount of its 1.50 % convertible senior notes due 2023 (the "2023 Notes") pursuant to an indenture, dated as of January 30, 2018 (the "2023 Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. Computershare Trust Company, National Association, assumed the role of trustee as of March 1, 2022. As of September 30, 2022, $ 19.5 million principal amount of the 2023 Notes remained outstanding. The 2023 Notes bear interest at a rate of 1.50 % per year and will mature on February 15, 2023, unless earlier repurchased, redeemed or converted. The initial conversion rate is 22.2748 shares of the Company's common stock per $1,000 principal amount of the 2023 Notes (equivalent to an initial conversion price of $ 44.89 per share of common stock). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the 2023 Indenture. The Company's intent is to repay the principal amount of the 2023 Notes in cash. As of September 30, 2022, none of the conditions allowing holders of the 2023 Notes to convert, or requiring us to repurchase the 2023 Notes, had been met. The following table provides a summary of the Company's purchases of outstanding 2023 Notes during the nine months ended September 30, 2022 and 2021, with non-cash gains reported within other income, net (in thousands): Principal Amount Carrying Value of Liability Cash Paid Non-cash Gains Recognized Nine Months Ended September 30, 2022 $ 6,454 $ 6,429 $ 6,272 $ 157 2021 131,400 129,974 125,952 4,022 14 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Promissory Note In connection with the 2018 acquisition of GEODynamics, Inc. ("GEODynamics" and the "GEODynamics Acquisition"), the Company issued a $ 25.0 million promissory note (the "GEO Note") that bore interest at 2.50 % per annum (subject to adjustment) and was scheduled to mature on July 12, 2019. Payments due under the GEO Note were subject to set-off, in full or in part, against certain indemnification claims related to matters occurring prior to the GEODynamics Acquisition. The Company asserted indemnification claims against the seller of GEODynamics (the "GEO Seller"), and the GEO Seller filed a breach of contract suit against the Company and one of its wholly-owned subsidiaries alleging that payments due under the GEO Note were required to be repaid in accordance with the terms of such note. The Company incurred settlement costs and expenses of $ 7.5 million related to such indemnification claims, and as of June 28, 2022 had reduced the carrying amount of such note in the consolidated balance sheet to $ 17.5 million, which was its then-current best estimate of what was owed after set-off for such indemnification matters. As further discussed in Note 12, "Commitments and Contingencies," on June 28, 2022, the Company settled its disputes with the GEO Seller, including the full and final settlement of all amounts due under the GEO Note. Pursuant to the settlement agreement, on July 1, 2022, the Company paid the GEO Seller $ 10.0 million in cash, issued approximately 1.9 million shares of its common stock (having a market value of $ 10.3 million) and extinguished the $ 17.5 million carrying value of the GEO Note along with accrued interest of $ 2.2 million. 6. Fair Value Measurements The Company's financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2023 Notes and 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2023 Notes as of September 30, 2022 was $ 19.1 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 19.5 million. The estimated fair value of the 2026 Notes as of September 30, 2022 was $ 110.4 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 135.0 million. 7. Stockholders' Equity Common and Preferred Stock The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first nine months of 2022 (in thousands): Shares of common stock outstanding – December 31, 2021 61,378 Issuance of common stock to seller of GEODynamics, Inc. (Note 12) 1,910 Restricted stock awards, net of forfeitures 776 Shares withheld for taxes on vesting of stock awards ( 162 ) Shares of common stock outstanding – September 30, 2022 63,902 As of September 30, 2022 and December 31, 2021, the Company had 25,000,000 shares of preferred stock, $ 0.01 par value, authorized, with no shares issued or outstanding. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders' equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company's operating segments. Accumulated other comprehensive loss increased from $ 66.0 million at December 31, 2021 to $ 89.8 million at September 30, 2022. For the nine months ended September 30, 2022 and 2021, currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. During the nine months ended September 30, 2022, the exchange rate for the British pound weakened by 18 % compared to the U.S. dollar while the Brazilian real strengthened by 3 % compared to the U.S. dollar, contributing to other comprehensive loss of $ 23.8 million. During the nine months ended September 30, 2021, the exchange rate for the British pound and the Brazilian real weakened by 1 % and 5 %, respectively, compared to the U.S. dollar, contributing to other comprehensive loss of $ 4.2 million. 15 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. Income Taxes For the three months ended September 30, 2022, the Company's income tax expense was $ 0.8 million on a pre-tax income of $ 2.9 million. This compares to an income tax benefit of $ 3.5 million on a pre-tax loss of $ 16.6 million, which included certain non-deductible expenses, for the three months ended September 30, 2021. For the nine months ended September 30, 2022, the Company's income tax expense was $ 6.0 million on a pre-tax loss of $ 6.4 million. Income tax expense in the first nine months of 2022 was negatively impacted by valuation allowances recorded against U.S. tax assets as well as certain non-deductible expenses and discrete tax items. This compares to an income tax benefit of $ 9.1 million on a pre-tax loss of $ 53.2 million, which included certain non-deductible expenses and discrete tax items, for the nine months ended September 30, 2021. 9. Net Income (Loss) Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerators: Net income (loss) $ 2,143 $ ( 13,042 ) $ ( 12,425 ) $ ( 44,123 ) Less: Income attributable to unvested restricted stock awards ( 41 ) — — — Numerator for basic net income (loss) per share 2,102 ( 13,042 ) ( 12,425 ) ( 44,123 ) Effect of dilutive securities: Unvested restricted stock awards 3 — — — Numerator for diluted net income (loss) per share $ 2,105 $ ( 13,042 ) $ ( 12,425 ) $ ( 44,123 ) Denominators: Weighted average number of common shares outstanding 63,896 61,378 62,490 61,294 Less: Weighted average number of unvested restricted stock awards outstanding ( 1,222 ) ( 1,001 ) ( 1,198 ) ( 1,030 ) Denominator for basic net income (loss) per share 62,674 60,377 61,292 60,264 Effect of dilutive securities: Unvested restricted stock awards 2 — — — Denominator for diluted net income (loss) per share 62,676 60,377 61,292 60,264 Net income (loss) per share: Basic $ 0.03 $ ( 0.22 ) $ ( 0.20 ) $ ( 0.73 ) Diluted 0.03 ( 0.22 ) ( 0.20 ) ( 0.73 ) The calculation of diluted net income (loss) per share for the three and nine months ended September 30, 2022 excluded 249 thousand shares and 287 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. The calculation of diluted net loss per share for the three and nine months ended September 30, 2021 excluded 394 thousand shares and 444 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 from the calculation of diluted net income (loss) per share for the three and nine months ended September 30, 2022 and 2021 due to, among other factors, the Company's share price. 16 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Long-Term Incentive Compensation The following table presents a summary of activity for stock options, service-based restricted stock and stock unit awards, and performance-based stock unit awards for the nine months ended September 30, 2022 (in thousands): Stock Options Service-based Restricted Stock Performance- and Service-based Stock Units Outstanding – December 31, 2021 388 993 358 Granted — 788 272 Vested — ( 548 ) — Forfeited ( 143 ) ( 12 ) — Outstanding – September 30, 2022 245 1,221 630 Weighted average grant date fair value (2022 awards) $ 6.50 $ 6.51 The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards generally vest on a straight-line basis over a term of three years . Service-based stock unit awards ( 39 thousand units as of September 30, 2022) vest at the end of a one-year period, however the underlying shares are not issued until a specified future date. Performance-based stock unit awards generally vest at the end of a three-year period, with the number of shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives. The performance objective for performance-based awards granted in 2022 and 2021 is the Company's cumulative EBITDA over a three-year period. The performance objective for outstanding awards granted in 2020 is the Company's EBITDA growth rate over a three-year period. In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200 % of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no restricted shares will vest. During the first quarters of 2022 and 2021, the Company issued conditional long-term cash incentive awards ("Cash Awards") of $ 1.5 million and $ 1.5 million, respectively, with the ultimate dollar amount to be awarded ranging from zero to a maximum of $ 3.1 million for both the 2022 and 2021 Cash Awards. 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 2022 and 2021 Cash Awards is limited to their targeted award value ($ 1.5 million) if the Company's total stockholder return were to be negative over the performance period. The obligations, if any, related to the Cash Awards are classified as liabilities and recognized over the vesting period. Stock-based compensation expense recognized during the three and nine months ended September 30, 2022 totaled $ 1.7 million and $ 5.2 million, respectively. Stock-based compensation expense recognized during the three and nine months ended September 30, 2021 totaled $ 1.5 million and $ 6.3 million, respectively. As of September 30, 2022, there was $ 8.5 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. 17 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11. Segments and Related Information The Company operates through three operating segments: Offshore/Manufactured Products, Well Site Services and Downhole Technologies. Financial information by operating segment for the three and nine months ended September 30, 2022 and 2021 is summarized in the following tables (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three Months Ended September 30, 2022 Offshore/Manufactured Products (1) $ 96,037 $ 5,072 $ 13,373 $ 1,620 $ 540,940 Well Site Services 60,509 6,732 2,359 4,894 205,018 Downhole Technologies 32,848 4,442 ( 342 ) 273 257,676 Corporate — 167 ( 10,332 ) 23 46,736 Total $ 189,394 $ 16,413 $ 5,058 $ 6,810 $ 1,050,370 Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three Months Ended September 30, 2021 Offshore/Manufactured Products $ 69,003 $ 5,662 $ 1,764 $ 677 $ 525,894 Well Site Services 45,998 9,531 ( 5,250 ) 2,203 210,601 Downhole Technologies (2) 25,527 4,226 ( 5,035 ) 378 275,095 Corporate — 238 ( 7,618 ) 408 80,309 Total $ 140,528 $ 19,657 $ ( 16,139 ) $ 3,666 $ 1,091,899 ________________ (1) Operating income included a $ 6.1 million gain on settlement of outstanding litigation against certain service providers. (2) Operating loss included a non-cash inventory impairment charge of $ 2.1 million. Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Nine Months Ended September 30, 2022 Offshore/Manufactured Products (1) $ 276,616 $ 15,651 $ 33,010 $ 3,093 $ 540,940 Well Site Services 163,500 22,059 ( 435 ) 9,360 205,018 Downhole Technologies 95,156 13,249 ( 3,332 ) 657 257,676 Corporate — 510 ( 29,611 ) 153 46,736 Total $ 535,272 $ 51,469 $ ( 368 ) $ 13,263 $ 1,050,370 Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Nine Months Ended September 30, 2021 Offshore/Manufactured Products $ 206,520 $ 16,688 $ 7,645 $ 1,932 $ 525,894 Well Site Services (2) 127,604 31,641 ( 26,693 ) 7,410 210,601 Downhole Technologies (3) 77,717 13,136 ( 8,945 ) 658 275,095 Corporate — 621 ( 25,526 ) 977 80,309 Total $ 411,841 $ 62,086 $ ( 53,519 ) $ 10,977 $ 1,091,899 ________________ (1) Operating income included a $ 6.1 million gain on settlement of outstanding litigation against certain service providers. (2) Operating loss included non-cash fixed and lease asset impairment charges of $ 3.4 million. (3) Operating loss included a non-cash inventory impairment charge of $ 2.1 million. See Note 3, "Asset Impairments and Other Charges and Benefits," and Note 4, "Details of Selected Balance Sheet Accounts," for further discussion of these and other charges and benefits recognized in first nine months of 2022 and 2021. 18 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and nine months ended September 30, 2022 and 2021 (in thousands): Offshore/Manufactured Products Well Site Services Downhole Technologies Total 2022 2021 2022 2021 2022 2021 2022 2021 Three Months Ended September 30 Major revenue categories - Project-driven products $ 38,911 $ 25,294 $ — $ — $ — $ — $ 38,911 $ 25,294 Short-cycle: Completion products and services 15,036 11,544 53,928 42,714 32,848 25,527 101,812 79,785 Drilling services — — 6,581 3,284 — — 6,581 3,284 Other products 8,674 7,138 — — — — 8,674 7,138 Total short-cycle 23,710 18,682 60,509 45,998 32,848 25,527 117,067 90,207 Other products and services 33,416 25,027 — — — — 33,416 25,027 $ 96,037 $ 69,003 $ 60,509 $ 45,998 $ 32,848 $ 25,527 $ 189,394 $ 140,528 Offshore/Manufactured Products Well Site Services Downhole Technologies Total 2022 2021 2022 2021 2022 2021 2022 2021 Nine Months Ended September 30 Major revenue categories - Project-driven products $ 113,853 $ 78,494 $ — $ — $ — $ — $ 113,853 $ 78,494 Short-cycle: Completion products and services 43,893 30,105 149,845 120,596 95,156 77,717 288,894 228,418 Drilling services — — 13,655 7,008 — — 13,655 7,008 Other products 24,052 16,857 — — — — 24,052 16,857 Total short-cycle 67,945 46,962 163,500 127,604 95,156 77,717 326,601 252,283 Other products and services 94,818 81,064 — — — — 94,818 81,064 $ 276,616 $ 206,520 $ 163,500 $ 127,604 $ 95,156 $ 77,717 $ 535,272 $ 411,841 Revenues from products and services transferred to customers over time accounted for approximately 63 % and 63 % of consolidated revenues for the nine months ended September 30, 2022 and 2021, respectively. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of September 30, 2022, the Company had $ 168.1 million of remaining backlog related to contracts with an original expected duration of greater than one year . Approximately 15 % of this remaining backlog is expected to be recognized as revenue over the remaining three months of 2022, with an additional 50 % recognized in 2023 and the balance thereafter. 12. Commitments and Contingencies During 2021 and the first nine months of 2022, the distribution of COVID-19 vaccines progressed and many government-imposed restrictions were relaxed or rescinded. However, the effects of the COVID-19 pandemic and related economic, business and market disruptions continue and the macro outlook remains uncertain. The most direct impacts that the Company continues to experience are decreased pricing for its products and services due to the timing and rate of activity increases, market pressures driving increased capital discipline by its customers, supply chain disruptions, labor market constraints and inflation in wages, materials, parts, equipment and other costs. While the prices of and demand for crude oil have recovered from the lows seen in the initial stages of the pandemic, further outbreaks or the emergence of new strains of the COVID-19 virus could result in the reimposition of domestic and international regulations directing individuals to stay at home, limiting travel, requiring facility closures and imposing quarantines. Widespread implementation of these or similar restrictions could result in commodity price volatility, reduced demand for the Company's products and services, as well as delays in or inability of the Company to fulfill its contractual obligations to customers, logistic constraints, increases in the Company's costs and workforce and raw material shortages. The Company continues to monitor the effect of the COVID-19 pandemic on its employees, customers, critical suppliers and other stakeholders. The ultimate duration of the COVID-19 pandemic, along with resulting governmental restrictions and related impacts on the prices of and demand for crude oil, the global economy and capital markets remains uncertain. 19 OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of the Company's products or operations. Some of these claims relate to matters occurring prior to the acquisition of businesses, and some relate to businesses the Company has sold. In certain cases, the Company is entitled to indemnification from the sellers of businesses and, in other cases, the Company has indemnified the buyers of businesses. Although the Company can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on the Company, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. Following the GEODynamics Acquisition in January 2018, the Company determined that certain steel products historically imported by GEODynamics from China for use in its manufacturing process were potentially subject to anti-dumping and countervailing duties. Following an internal review, the Company voluntarily disclosed this matter to U.S. Customs and Border Protection ("CBP") and, in December 2020, reached an agreement with CBP to settle this matter for $ 7.3 million. The Company asserted indemnification claims for such settlement amount and related costs of $ 7.5 million against the GEO Seller and pursed its right to set-off such amounts against payments due under the GEO Note. As of June 28, 2022, the Company had reduced the carrying amount of such note in its consolidated balance sheet to $ 17.5 million, which was the Company's then-current best estimate of what was owed after set-off for such indemnification matters prior to the settlement of the counterclaim described below. In August 2020, the GEO Seller filed a breach of contract suit against the Company and one of its wholly-owned subsidiaries in federal court alleging that payments due under GEO Note were not repaid in accordance with the terms of such note. Additionally, the GEO Seller alleged that it was entitled to approximately $ 19.0 million in U.S. federal income tax carryback claims received by the Company under the provisions of the CARES Act. On February 15, 2021, following the federal magistrate's report and recommendation that the federal district court dismiss the GEO Seller's lawsuit for lack of federal jurisdiction, the GEO Seller dismissed the federal lawsuit without prejudice and refiled its lawsuit in state court. On September 20, 2021, the state court denied the GEO Seller's motion for partial summary judgement. In December 2021, the Company filed a counterclaim against the GEO Seller alleging material misrepresentations and breaches of warranties by the GEO Seller with respect to GEODynamics' liability for anti-dumping and countervailing duties. On June 28, 2022, the Company entered into a settlement agreement (the "Settlement Agreement") with the GEO Seller, related to the matters discussed above (the "Settlement"), including the full and final settlement of all amounts due pursuant to the GEO Note ($ 17.5 million in principal amount and accrued interest of $ 2.2 million outstanding as of June 28, 2022). Pursuant to the Settlement Agreement, the Company and the GEO Seller agreed to the resolution of such disputes through, among other matters: (i) the payment by the Company of $ 10.0 million in cash and (ii) the issuance by the Company of 1,909,722 shares of its common stock (having a market value of $ 10.3 million on the date of issuance). The payment and issuance of common stock were made on July 1, 2022. In connection with the execution of the Settlement Agreement, the Company recognized a non-cash settlement charge of $ 0.6 million in the second quarter of 2022. In August 2022, the Offshore/Manufactured Products segment settled outstanding litigation against certain service providers in exchange for cash totaling $ 6.9 million. In connection with this settlement, the Company recognized a gain of $ 6.1 million (net of legal and other related costs) in the third quarter of 2022, which is included in other operating income, net. 20 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 (the "Exchange Act"). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to "Part I, Item 1. Business," "Part I, Item 1A. Risk Factors," "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" included in our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 22, 2022, as well as to "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q. You can typically identify "forward-looking statements" by the use of forward-looking words such as "may," "will," "could," "project," "believe," "anticipate," "expect," "estimate," "potential," "plan," "forecast," "proposed," "should," "seek," and other similar words. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances. While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements. The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us: • the ongoing impact of the Coronavirus Disease 2019 ("COVID-19") pandemic; • the impact of the ongoing military action between Russia and Ukraine, that began in February 2022, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects; • the ability and willingness of the Organization of Petroleum Exporting Countries ("OPEC") and other producing nations to set and maintain oil production levels and pricing; • the level of supply of and demand for oil and natural gas; • fluctuations in the current and future prices of oil and natural gas; • the level of exploration, drilling and completion activity; • the cyclical nature of the oil and natural gas industry; • the level of offshore oil and natural gas developmental activities; • the financial health of our customers; • the impact of environmental matters, including executive actions and regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally; • proposed new rules by the SEC relating to the disclosure of a range of climate-related information and risks; • political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change; • the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities; • general global economic conditions; • global weather conditions and natural disasters; • changes in tax laws and regulations; • supply chain disruptions; • the impact of tariffs and duties on imported materials and exported finished goods; • our ability to timely obtain and maintain critical permits for operating facilities; • our ability to attract and retain skilled personnel; • negative outcome of litigation, threatened litigation or government proceedings; • our ability to develop new competitive technologies and products; • inflation, including our ability to increase prices to our customers as our costs increase; • fluctuations in currency exchange rates; • physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy; 21 • the cost of capital in the bank and capital markets and our ability to access them; • our ability to protect and enforce our intellectual property rights; • our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and • the other factors identified in "Part I, Item 1A. Risk Factors" in our 2021 Annual Report on Form 10-K, as well as in "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made. In addition, in certain places in this Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.