OIL STATES INTERNATIONAL, INC 10-K

Item 9A. Controls and Procedures (i) Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10‑K, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022 at the reasonable assurance level. -45- Pursuant to section 906 of The Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial Officer have provided certain certifications to the SEC. These certifications accompanied this report when filed with the SEC, but are not set forth herein. (ii) Internal Control over Financial Reporting (a) Management's annual report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the Consolidated Financial Statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving their control objectives. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 was conducted. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control–Integrated Framework (2013 Framework). Based on our assessment we believe that, as of December 31, 2022, our internal control over financial reporting is effective based on those criteria. The effectiveness of Oil States' internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as described below. (b) Attestation report of the registered public accounting firm. The attestation report of Ernst & Young LLP, our independent registered public accounting firm, on our internal control over financial reporting is set forth in this Annual Report on Form 10‑K on page 55 and is incorporated herein by reference. (c) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fourth fiscal quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information There was no information required to be disclosed in a report on Form 8‑K during the fourth quarter of 2022 that was not reported on a Form 8‑K during such time. -46- PART III Item 10. Directors, Executive Officers and Corporate Governance (1) Information concerning directors, including our audit committee financial experts, appears in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, under "Election of Directors." This portion of the Definitive Proxy Statement is incorporated herein by reference. (2) Information with respect to executive officers appears in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, under "Executive Officers of the Registrant." This portion of the Definitive Proxy Statement is incorporated herein by reference. (3) Information concerning Section 16(a) beneficial ownership reporting compliance appears in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, under "Section 16(a) Beneficial Ownership Reporting Compliance." This portion of the Definitive Proxy Statement is incorporated herein by reference. (4) Information concerning corporate governance and our code of ethics appears in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, under "Financial Code of Ethics for Senior Officers." This portion of the Definitive Proxy Statement is incorporated herein by reference. Item 11. Executive Compensation The information required by Item 11 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders. Item 14. Principal Accounting Fees and Services Information concerning principal accounting fees and services and the audit committee's preapproval policies and procedures appear in our Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders under the heading "Fees Paid to Ernst & Young LLP" and is incorporated herein by reference. -47- PART IV Item 15. Exhibits, Financial Statement Schedules (a) Index to Financial Statements, Financial Statement Schedules and Exhibits (1) Financial Statements: Reference is made to the index set forth on page 52 of this Annual Report on Form 10‑K. (2) Financial Statement Schedules: No schedules have been included herein because the information required to be submitted has been included in the Consolidated Financial Statements or the Notes thereto, or the required information is inapplicable. (3) Index of Exhibits: See Index of Exhibits, below, for a list of those exhibits filed herewith, which index also includes and identifies management contracts or compensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10‑K by Item 601 of Regulation S‑K. (b) Index of Exhibits Exhibit No. Description 3.1 — Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No. 001‑16337)). 3.2* — Fifth Amended and Restated Bylaws of Oil States International, Inc., dated as of February 16, 2023. 4.1 — Form of common stock certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S‑1, as filed with the SEC on November 7, 2000 (File No. 333‑43400)). 4.3 — Indenture, dated March 19, 2021, by and among Oil States International, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the 4.75% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, as filed with the Commission on March 22, 2021 (File No. 001-16337)). 4.4 — Description of Common Stock (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 21, 2020). 10.1+ — Amended and Restated Equity Participation Plan of Oil States International, Inc. (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)). 10. 2 — Form of Deferred Stock Award Election under the Company's Amended and Restated Equity Participation Plan. (incorporated by Reference to Exhibit 10.2 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2021, as filed with the SEC on February 22, 2022 (File No. 001‑16337)). 10. 3 — Form of Deferred Stock Grant Notice and Agreement under the Company's Amended and Restated Equity Participation Plan. (incorporated by Reference to Exhibit 10.3 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2021, as filed with the SEC on February 22, 2022 (File No. 001‑16337)). 10.4+ — Deferred Compensation Plan effective January 1, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the quarter ended March 31, 2013, as filed with the SEC on April 25, 2013 (File No. 001‑16337)). 10.5+ — Annual Incentive Compensation Plan, dated January 1, 2017 (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2016, as filed with the SEC on February 17, 2017 (File No. 001‑16337)). 10.6+ — Executive Agreement between Oil States International, Inc. and Cindy B. Taylor (incorporated by Reference to Exhibit 10.9 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2000, as filed with the SEC on March 30, 2001 (File No. 001‑16337)). 10.7+ — Form of Change of Control Severance Plan for Selected Members of Management (incorporated by reference to Exhibit 10.11 of the Company's Registration Statement on Form S‑1, as filed with the SEC on December 12, 2000 (File No. 333‑43400)). 10.8 — Asset-based Credit Agreement, dated as of February 10, 2021, among Oil States International, Inc., as Borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association as Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the SEC on February 12, 2021 (File No. 001-16337)). -48- 10.9* — Second Amendment to Credit Agreement, dated December 13, 2022, among Oil States International, Inc., as Borrower, the Lenders from time to time hereto, and Wells Fargo Bank, National Association as Agent. 10.10 — Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10‑Q for the quarter ended September 30, 2004, as filed with the SEC on November 5, 2004 (File No. 001‑16337)). 10.11+ — Form of Director Stock Option Agreement under the Company's 2001 Equity Participation Plan (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2004, as filed with the SEC on March 2, 2005 (File No. 001‑16337)). 10.12+ — Form of Employee Nonqualified Stock Option Agreement under the Company's Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)). 10.13+ — Form of Restricted Stock Agreement under the Company's Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)). 10.14+ — Form of Performance Award Agreement under the Company's Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.8 to the Company's Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)). 10.15+ — Form of Cash Award Agreement (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC on April 29, 2021 (File No. 001-16337)). 10.16+ — Non-Employee Director Compensation Summary (incorporated by reference to Exhibit 10.21 to the Company's Report on Form 8‑K as filed with the SEC on November 15, 2006 (File No. 001‑16337)). 10.17+ — Form of Non-Employee Director Restricted Stock Agreement under the Company's Amended and Restated Equity Participation Plan (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8, as filed with the SEC on May 28, 2021 (File No. 333‑2565777)). 10.18+ — Amendment to the Executive Agreement of Cindy Taylor, effective January 1, 2009 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2008, as filed with the SEC on February 20, 2009 (File No. 001‑16337)). 10.19+ — Executive Agreement between Oil States International, Inc. and named executive officer (Lloyd A. Hajdik) effective December 9, 2013 (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10‑K for the year ended December 31, 2013, as filed with the SEC on February 25, 2014 (File No. 001‑16337)). 10.20+ — Executive Agreement between Oil States International, Inc. and named executive officer (Philip S. Moses) effective July 1, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8‑K, as filed with the SEC on July 8, 2015 (File No. 001‑16337)). 10.21 — Annual Incentive Compensation Plan, dated January 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on May 1, 2020 (File No. 001-16337)). 21.1* — List of subsidiaries of the Company. 23.1* — Consent of Independent Registered Public Accounting Firm. 24.1* — Powers of Attorney for Directors. 31.1* — Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a‑14(a) or 15d‑14(a) under the Securities Exchange Act of 1934. 31.2* — Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a‑14(a) or 15d‑14(a) under the Securities Exchange Act of 1934. 32.1** — Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a‑14(b) or 15d‑14(b) under the Securities Exchange Act of 1934. 32.2** — Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a‑14(b) or 15d‑14(b) under the Securities Exchange Act of 1934. 101.INS* — XBRL Instance Document 101.SCH* — XBRL Taxonomy Extension Schema Document 101.CAL* — XBRL Taxonomy Extension Calculation Linkbase Document -49- 101.DEF* — XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* — XBRL Taxonomy Extension Label Linkbase Document 101.PRE* — XBRL Taxonomy Extension Presentation Linkbase Document 104.1* — Cover Page Interactive Data File (embedded within the Inline XBRL document) --------- * Filed herewith. ** Furnished herewith. + Management contracts or compensatory plans or arrangements. Item 16. Form 10-K Summary None. -50- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 17, 2023. OIL STATES INTERNATIONAL, INC. By /s/ Cindy B. Taylor Cindy B. Taylor President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 17, 2023. Signature Title * Chairman of the Board Robert L. Potter /s/ Cindy B. Taylor Director, President & Chief Executive Officer Cindy B. Taylor (Principal Executive Officer) /s/ Lloyd A. Hajdik Executive Vice President, Chief Financial Officer Lloyd A. Hajdik and Treasurer (Principal Financial Officer) /s/ Brian E. Taylor Senior Vice President, Controller and Chief Accounting Officer Brian E. Taylor (Principal Accounting Officer) * Director Denise Castillo-Rhodes * Director Lawrence R. Dickerson * Director Darrell E. Hollek * Director Christopher T. Seaver * Director Hallie A. Vanderhider * Director E. Joseph Wright *By: /s/ Lloyd A. Hajdik Lloyd A. Hajdik, pursuant to a power of attorney filed as Exhibit 24.1 to this Annual Report on Form 10-K -51- INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42 ) 53 Report of Independent Registered Public Accounting Firm on the Company's Internal Control Over Financial Reporting 55 Consolidated Statements of Operations 56 Consolidated Statements of Comprehensive Loss 57 Consolidated Balance Sheets 58 Consolidated Statements of Stockholders' Equity 59 Consolidated Statements of Cash Flows 60 Notes to Consolidated Financial Statements 61 -52- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Oil States International, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Oil States International, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. -53- Goodwill Impairment Assessment – Offshore/Manufactured Products Description of the Matter At December 31, 2022, the Company's goodwill in the Offshore/Manufactured Products reporting unit was $79.3 million. As discussed in Note 2 to the consolidated financial statements, goodwill is assessed for impairment annually (as of December 1) and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. The Company performed its annual quantitative assessment of goodwill for impairment, which indicated that the fair value of the Offshore/Manufactured Products reporting unit was greater than its carrying amount and no impairment was required. Auditing management's annual goodwill impairment assessment for the Company's Offshore/Manufactured Products reporting unit was subjective and required the involvement of specialists due to the significant measurement uncertainty in determining the fair value of the reporting unit. In particular, the fair value estimate attributable to the income approach was sensitive to changes in significant assumptions, such as the discount rate and the revenue growth rate, both of which are affected by market forecasts of commodity prices and the level of capital expenditures in the oil and gas industry. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's annual goodwill impairment assessment process. For example, we tested controls over the Company's forecasting process as well as controls over management's review of the significant assumptions in estimating the fair value of the reporting unit and the related evaluation of management's specialist. To test the estimated fair value of the reporting unit, our audit procedures included, among others, assessing the valuation methodology and testing the significant assumptions discussed herein. For example, we compared the revenue growth rate in the prospective financial data used by management to external forecasted spending trends in the industry, analysts' forecasted commodity prices and historical performance. We performed sensitivity analyses of certain significant assumptions to evaluate the change in the fair value resulting from changes in the significant assumptions. We also involved our valuation specialists to assist in the evaluation of the fair value methodology and the discount rate assumption in the fair value estimate. We further tested the completeness and accuracy of the underlying data used in the fair value estimate. /s/ Ernst & Young LLP We have served as the Company's auditor since 2000. Houston, Texas February 17, 2023 -54- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Oil States International, Inc. Opinion on Internal Control Over Financial Reporting We have audited Oil States International, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oil States International, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes, and our report dated February 17, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying management's annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Houston, Texas February 17, 2023 -55- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Year Ended December 31, 2022 2021 2020 Revenues: Products $ 385,564 $ 299,293 $ 331,272 Services 352,142 273,868 306,803 737,706 573,161 638,075 Costs and expenses: Product costs 307,371 246,589 287,615 Service costs 271,185 223,807 274,190 Cost of revenues (exclusive of depreciation and amortization expense presented below) 578,556 470,396 561,805 Selling, general and administrative expense 96,038 83,692 94,102 Depreciation and amortization expense 67,334 80,741 98,543 Impairments of goodwill — — 406,056 Impairments of fixed and lease assets — 4,166 12,447 Other operating income, net ( 7,127 ) ( 1,042 ) ( 538 ) 734,801 637,953 1,172,415 Operating income (loss) 2,905 ( 64,792 ) ( 534,340 ) Interest expense ( 10,571 ) ( 10,328 ) ( 14,259 ) Interest income 291 158 390 Other income, net 3,315 1,628 13,880 Loss before income taxes ( 4,060 ) ( 73,334 ) ( 534,329 ) Income tax (provision) benefit ( 5,480 ) 9,341 65,946 Net loss $ ( 9,540 ) $ ( 63,993 ) $ ( 468,383 ) Net loss per share: Basic $ ( 0.15 ) $ ( 1.06 ) $ ( 7.83 ) Diluted ( 0.15 ) ( 1.06 ) ( 7.83 ) Weighted average number of common shares outstanding: Basic 61,638 60,293 59,812 Diluted 61,638 60,293 59,812 The accompanying notes are an integral part of these financial statements. -56- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In Thousands) Year Ended December 31, 2022 2021 2020 Net loss $ ( 9,540 ) $ ( 63,993 ) $ ( 468,383 ) Other comprehensive income (loss): Currency translation adjustments ( 12,977 ) ( 4,044 ) ( 3,750 ) Release of currency translation adjustments on liquidation of an international operation — 9,320 — Other 67 78 111 Total other comprehensive income (loss) ( 12,910 ) 5,354 ( 3,639 ) Comprehensive loss $ ( 22,450 ) $ ( 58,639 ) $ ( 472,022 ) The accompanying notes are an integral part of these financial statements. -57- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Amounts) December 31, 2022 December 31, 2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 42,018 $ 52,852 Accounts receivable, net 218,769 186,080 Inventories, net 182,658 168,573 Prepaid expenses and other current assets 19,317 19,222 Total current assets 462,762 426,727 Property, plant, and equipment, net 303,835 338,583 Operating lease assets, net 23,028 25,388 Goodwill, net 79,282 76,412 Other intangible assets, net 169,798 185,749 Other noncurrent assets 25,687 32,889 Total assets $ 1,064,392 $ 1,085,748 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 17,831 $ 18,262 Accounts payable 73,251 63,343 Accrued liabilities 49,057 43,401 Current operating lease liabilities 6,142 6,481 Income taxes payable 2,605 2,564 Deferred revenue 44,790 43,236 Total current liabilities 193,676 177,287 Long-term debt 135,066 160,488 Long-term operating lease liabilities 20,658 23,452 Deferred income taxes 6,652 3,637 Other noncurrent liabilities 18,782 25,058 Total liabilities 374,834 389,922 Stockholders' equity: Common stock, $ .01 par value, 200,000,000 shares authorized, 76,587,920 shares and 73,900,160 shares issued, respectively 766 739 Additional paid-in capital 1,122,292 1,105,135 Retained earnings 272,027 281,567 Accumulated other comprehensive loss ( 78,941 ) ( 66,031 ) Treasury stock, at cost, 12,684,101 and 12,521,834 shares, respectively ( 626,586 ) ( 625,584 ) Total stockholders' equity 689,558 695,826 Total liabilities and stockholders' equity $ 1,064,392 $ 1,085,748 The accompanying notes are an integral part of these financial statements. -58- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2019 $ 726 $ 1,114,521 $ 797,710 $ ( 67,746 ) $ ( 621,244 ) $ 1,223,967 Net loss — — ( 468,383 ) — — ( 468,383 ) Currency translation adjustment (excluding intercompany advances) — — — 2,065 — 2,065 Currency translation adjustment on intercompany advances — — — ( 5,815 ) — ( 5,815 ) Other comprehensive income — — — 111 — 111 Stock-based compensation expense 7 8,424 — — — 8,431 Surrender of stock to settle taxes on restricted stock awards — — — — ( 2,745 ) ( 2,745 ) Balance, December 31, 2020 733 1,122,945 329,327 ( 71,385 ) ( 623,989 ) 757,631 Net loss — — ( 63,993 ) — — ( 63,993 ) Currency translation adjustment (excluding intercompany advances) — — — ( 1,096 ) — ( 1,096 ) Currency translation adjustment on intercompany advances — — — ( 2,948 ) — ( 2,948 ) Release of currency translation adjustments on liquidation of an international operation — — — 9,320 — 9,320 Other comprehensive income — — — 78 — 78 Stock-based compensation expense 6 7,873 — — — 7,879 Surrender of stock to settle taxes on restricted stock awards — — — — ( 1,595 ) ( 1,595 ) Adoption of ASU 2020-06 — ( 25,683 ) 16,233 — — ( 9,450 ) Balance, December 31, 2021 739 1,105,135 281,567 ( 66,031 ) ( 625,584 ) 695,826 Net loss — — ( 9,540 ) — — ( 9,540 ) Currency translation adjustments (excluding intercompany advances) — — — ( 15,258 ) — ( 15,258 ) Currency translation adjustments on intercompany advances — — — 2,281 — 2,281 Other comprehensive income — — — 67 — 67 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 6,844 — — — 6,852 Surrender of stock to settle taxes on restricted stock awards — — — — ( 1,002 ) ( 1,002 ) Balance, December 31, 2022 $ 766 $ 1,122,292 $ 272,027 $ ( 78,941 ) $ ( 626,586 ) $ 689,558 The accompanying notes are an integral part of these financial statements. -59- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 9,540 ) $ ( 63,993 ) $ ( 468,383 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 67,334 80,741 98,543 Impairments of goodwill — — 406,056 Impairments of inventories — 3,581 31,151 Impairments of fixed and lease assets — 4,166 12,447 Stock-based compensation expense 6,852 7,879 8,431 Amortization of debt discount and deferred financing costs 1,886 2,314 7,736 Deferred income tax provision (benefit) 2,020 ( 8,639 ) ( 24,404 ) Release of foreign currency translation adjustments on liquidation of an international operation — 9,320 — Gains on extinguishment of 1.50 % convertible senior notes ( 176 ) ( 4,022 ) ( 10,721 ) Gains on disposals of assets ( 2,856 ) ( 6,472 ) ( 2,444 ) Other, net 2,066 ( 511 ) 4,668 Changes in operating assets and liabilities, net of effect from acquired business: Accounts receivable ( 35,443 ) ( 24,407 ) 63,876 Inventories ( 17,364 ) ( 10,334 ) 17,578 Accounts payable and accrued liabilities 18,183 17,727 ( 37,315 ) Deferred revenue 1,554 ( 148 ) 25,549 Other operating assets and liabilities, net ( 1,654 ) ( 8 ) ( 13 ) Net cash flows provided by operating activities 32,862 7,194 132,755 Cash flows from investing activities: Capital expenditures ( 20,266 ) ( 17,517 ) ( 12,749 ) Proceeds from disposition of property and equipment 5,877 11,527 9,601 Acquisition of business, net of cash acquired ( 8,125 ) — — Other, net ( 211 ) ( 636 ) ( 581 ) Net cash flows used in investing activities ( 22,725 ) ( 6,626 ) ( 3,729 ) Cash flows from financing activities: Revolving credit facility borrowings 10,090 12,873 72,173 Revolving credit facility repayments ( 10,090 ) ( 31,873 ) ( 105,104 ) 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 ( 8,450 ) ( 125,952 ) ( 20,078 ) Other debt and finance lease repayments, net ( 732 ) ( 230 ) ( 8,222 ) Payment of financing costs ( 105 ) ( 7,791 ) ( 1,041 ) Shares added to treasury stock as a result of net share settlements due to vesting of stock awards ( 1,002 ) ( 1,595 ) ( 2,745 ) Net cash flows used in financing activities ( 20,289 ) ( 19,568 ) ( 65,017 ) Effect of exchange rate changes on cash and cash equivalents ( 682 ) ( 159 ) ( 491 ) Net change in cash and cash equivalents ( 10,834 ) ( 19,159 ) 63,518 Cash and cash equivalents, beginning of period 52,852 72,011 8,493 Cash and cash equivalents, end of period $ 42,018 $ 52,852 $ 72,011 Cash paid (received) for: Interest $ 8,339 $ 6,532 $ 6,402 Income taxes, net 534 152 ( 36,766 ) The accompanying notes are an integral part of these financial statements. -60- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation The Consolidated Financial Statements include the accounts of Oil States International, Inc. ("Oil States" or the "Company") and its consolidated subsidiaries. Investments in unconsolidated affiliates, in which the Company is able to exercise significant influence, are accounted for using the equity method. All significant intercompany accounts and transactions between the Company and its consolidated subsidiaries have been eliminated in the accompanying Consolidated Financial Statements. The Company operates through three business segments – Offshore/Manufactured Products, Well Site Services and Downhole Technologies – and, through its subsidiaries, is a leading provider of specialty products and services to oil and gas and industrial companies around the world. The Company operates in a substantial number of the world's active resource intensive regions, including: onshore and offshore United States, West Africa, the North Sea, the Middle East, South America and Southeast and Central Asia. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 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. Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less are classified as cash equivalents. Fair Value of Financial Instruments 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 (as defined below) and 2026 Notes (as defined below), on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2023 Notes as of December 31, 2022 was $ 17.4 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 17.3 million. The estimated fair value of the 2026 Notes as of December 31, 2022 was $ 143.2 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 135.0 million. Inventories Inventories consist of consumable oilfield products, manufactured equipment, spare parts for manufactured equipment, and work-in-process. Inventories also include raw materials, labor, subcontractor charges, manufacturing overhead and supplies and are carried at the lower of cost or net realizable value. The cost of inventories is determined on an average cost or specific-identification method. A reserve for excess and/or obsolete inventory is maintained based on the age, turnover, condition, expected near-term utility and market pricing of the goods. Property, Plant, and Equipment Property, plant, and equipment are recorded at cost, or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under a finance lease, using the straight-line method over the estimated useful lives of the assets, after allowing for estimated salvage value where applicable. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset. -61- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations. Goodwill Goodwill represents the excess after impairments, if applicable, of the purchase price for acquired businesses over the allocated fair value of related net assets. In accordance with current accounting guidance, the Company does not amortize goodwill, but rather assesses goodwill for impairment annually (as of December 1) and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. In the evaluation of goodwill, each reporting unit with goodwill on its balance sheet is assessed separately using relevant events and circumstances. Management estimates the fair value of each reporting unit and compares that fair value to its recorded carrying value. Management utilizes, depending on circumstances, a combination of valuation methodologies including a market approach and an income approach, as well as guideline public company comparables. Projected cash flows are discounted using a long-term weighted average cost of capital for each reporting unit based on estimates of investment returns that would be required by a market participant. As part of the process of assessing goodwill for potential impairment, the total market capitalization of the Company is compared to the sum of the fair values of all reporting units to assess the reasonableness of aggregated fair values. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded based on the excess of the carrying amount over the reporting unit's fair value. As further discussed in Note 6, "Goodwill and Other Intangible Assets," the Company recognized non-cash goodwill impairment charges of $ 406.1 million in the first quarter of 2020. Long-Lived Assets The Company amortizes the cost of long-lived assets, including finite-lived intangible assets, over their estimated useful life. The recoverability of the carrying values of long-lived assets is assessed at the asset group level whenever, in management's judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated undiscounted future cash flows. If this assessment indicates that the carrying values will not be recoverable, an impairment loss equal to the excess of the carrying value over the fair value of the asset group is recognized. The fair value of the asset group is based on appraised values, prices of similar assets (if available), or discounted cash flows. As further discussed in Note 5, "Details of Selected Balance Sheet Accounts," and Note 8, "Operating Leases," the Company recognized non-cash asset impairment charges totaling $ 4.2 million and $ 12.4 million in 2021 and 2020, respectively, to reduce the carrying value of certain equipment and facilities (owned and leased) to their estimated realizable value. No additional impairment losses were recorded during the periods presented. Leases The Company leases a portion of its facilities, office space, equipment and vehicles under contracts which provide it with the right to control identified assets. The Company recognizes the right to use identified assets under operating leases (with an initial term of greater than 12 months) as operating lease assets and the related obligations to make payments under the lease arrangements as operating lease liabilities. Finance lease obligations, which are not material, are classified within long-term debt while related assets are included within property, plant and equipment. Lease assets and liabilities are recorded at the commencement date based on the present value of lease payments over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Most of the Company's leases do not provide an implicit interest rate. Therefore, the Company's incremental borrowing rate, based on available information at the lease commencement date, is used to determine the present value of lease payments. Most of the Company's operating leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years. The exercise of lease renewal options is at the Company's sole discretion. The depreciable lives of lease-related assets and leasehold improvements are limited by the expected lease term. Certain operating lease agreements include rental payments adjusted periodically for inflation. The Company's operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. While the Company rents or subleases certain real estate to third parties, such amounts are not material. Cash outflows related to operating leases are presented within cash flows from operations. -62- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Research and Development Costs Costs incurred internally in researching and developing products are charged to expense until technological feasibility has been established for the product. Research and development expenses totaled $ 3.5 million, $ 4.4 million and $ 6.1 million in 2022, 2021 and 2020, respectively, and are reported within cost of revenues in the accompanying consolidated statements of operations. Foreign Currency and Other Comprehensive Loss A portion of revenues, earnings and net investments in operations outside the United States are exposed to changes in currency exchange rates. The Company seeks to manage its currency exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. In order to reduce exposure to fluctuations in currency exchange rates, the Company may enter into currency exchange agreements with financial institutions. As of December 31, 2022 and 2021, the Company had no outstanding foreign currency forward purchase contracts. Gains and losses resulting from balance sheet translation of international operations where the local currency is the functional currency are included as a component of accumulated other comprehensive loss within stockholders' equity and represent substantially all of the accumulated other comprehensive loss balance. Remeasurements of intercompany advances denominated in a currency other than the functional currency of the entity that are of a long-term investment nature are recognized as a separate component of other comprehensive loss within stockholders' equity. Gains and losses resulting from balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany advances that are of a long-term investment nature, are included in the consolidated statements of operations within "Other operating income, net" as incurred and were not material during the periods presented. Revenue and Cost Recognition The Company's revenue contracts may include one or more promises to transfer a distinct good or service to the customer, which is referred to as a "performance obligation," and to which revenue is allocated. The Company recognizes revenue and the related cost when, or as, the performance obligations are satisfied. The majority of significant contracts for custom engineered products have a single performance obligation as no individual good or service is separately identifiable from other performance obligations in the contracts. For contracts with multiple distinct performance obligations, the Company allocates revenue to the identified performance obligations in the contract. The Company's product sales terms do not include significant post-performance obligations. The Company's performance obligations may be satisfied at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time accounted for approximately 35 %, 35 % and 38 % of consolidated revenues for the years ended December 31, 2022, 2021 and 2020, respectively. The majority of the Company's revenue recognized at a point in time is derived from short-term contracts for standard products. Revenue on these contracts is recognized when control over the product has transferred to the customer. Indicators the Company considers in determining when transfer of control to the customer occurs include: right to payment for the product, transfer of legal title to the customer, transfer of physical possession of the product, transfer of risk and customer acceptance of the product. Revenues from products and services transferred to customers over time accounted for approximately 65 %, 65 % and 62 % of consolidated revenues for the years ended December 31, 2022, 2021 and 2020, respectively. The majority of the Company's revenue recognized over time is for services provided under short-term contracts, with revenue recognized as the customer receives and consumes the services. In addition, the Company manufactures certain products to individual customer specifications under short-term contracts for which control passes to the customer as the performance obligations are fulfilled and for which revenue is recognized over time. For significant project-related contracts involving custom engineered products within the Offshore/Manufactured Products segment (also referred to as "project-driven products"), revenues are typically recognized over time using an input measure such as the percentage of costs incurred to date relative to total estimated costs at completion for each contract (cost-to-cost method). Contract costs include labor, material and overhead. Management believes this method is the most appropriate measure of progress on large contracts. Billings on such contracts in excess of costs incurred and estimated profits are classified -63- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) as a contract liability (deferred revenue). Costs incurred and estimated profits in excess of billings on these contracts are recognized as a contract asset (a component of accounts receivable). Contract estimates for project-related contracts involving custom engineered products are based on various assumptions to project the outcome of future events that may span several years. Changes in assumptions that may affect future project costs and margins include production efficiencies, the complexity of the work to be performed and the availability and costs of labor, materials and subcomponents. As a significant change in one or more of these estimates could affect the profitability of the Company's contracts, contract-related estimates are reviewed regularly. The Company recognizes adjustments in estimated costs and profits on contracts in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss will be incurred on the contract, the full loss is recognized in the period it is identified. Product costs and service costs include all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. As disclosed in the consolidated statements of operations, product costs and service costs exclude depreciation and amortization expense and impairment of fixed assets, which are separately presented. Selling, general and administrative costs are charged to expense as incurred. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of products. Proceeds from customers for the cost of oilfield rental equipment that is damaged or lost downhole are reflected as gains or losses on the disposition of assets after considering the write-off of the remaining net book value of the equipment. As of December 31, 2022, the Company had $ 212.0 million of remaining backlog related to contracts with an original expected duration of greater than one year . Approximately 46 % of this remaining backlog is expected to be recognized as revenue in 2023 and the balance thereafter. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. As of December 31, 2022, the Company's total investment in foreign subsidiaries (except for its Canadian operations) is considered to be permanently reinvested outside of the United States. The Company accounts for the U.S. tax effect of global intangible low-taxed income earned by foreign subsidiaries in the period that such income is earned. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset will not be realized. This assessment requires analysis of changes in tax laws as well as available positive and negative evidence, including consideration of losses in recent years, reversals of temporary differences, forecasts of future income and assessment of future business and tax planning strategies. During 2022, 2021 and 2020, the Company recorded valuation allowances primarily with respect to foreign and U.S. state net operating loss ("NOL") carryforwards. The calculation of tax liabilities involves assessing uncertainties regarding the application of complex tax regulations. Uncertain tax positions are accounted for using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. If management ultimately determines that payment of these amounts is unnecessary, the liability is reversed and a tax benefit is recognized during the period in which management determines that the liability is no longer necessary. An additional charge is recorded as a provision for taxes in the period in which management determines that the recorded tax liability is less than the expected ultimate assessment. -64- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Receivables and Concentration of Credit Risk Based on the nature of its customer base, the Company does not believe that it has any significant concentrations of credit risk other than its concentration in the worldwide oil and gas industry. Note 13, "Segments and Related Information," provides further information with respect to the Company's geographic revenues and significant customers. The Company evaluates the credit-worthiness of significant customers' financial condition and, generally, the Company does not require significant collateral from its customers. Allowances for Doubtful Accounts The Company maintains allowances for estimated losses resulting from the inability of the Company's customers to make required payments. Determination of the collectability of amounts due from customers requires management to make judgments regarding future events and trends. Allowances for doubtful accounts are established through an assessment of the Company's portfolio on an individual customer and consolidated basis taking into account current and expected future market conditions and trends. This process consists of a thorough review of historical collection experience, current aging status of customer accounts, and financial condition of the Company's customers as well as political and economic factors in countries of operations and other customer-specific factors. Based on a review of these factors, the Company establishes or adjusts allowances for trade and unbilled receivables as well as contract assets. If the financial condition of the Company's customers were to deteriorate further, adversely affecting their ability to make payments, additional allowances may be required. If a customer receivable is deemed to be uncollectible, the receivable is charged-off against allowance for doubtful accounts. Earnings per Share Basic earnings per share ("EPS") on the face of the accompanying consolidated statements of operations is computed by dividing the net income or loss applicable to the Company's common stockholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income or loss in the numerator excludes the impact, if any, of dilutive common stock equivalents. Diluted EPS includes the effect, if dilutive, of the Company's outstanding stock options, restricted stock and convertible securities under the treasury stock method. Currently issued and outstanding shares of restricted stock remain subject to vesting requirements. The Company is required to compute EPS amounts under the two class method in periods with earnings. Holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as holders of outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, undistributed earnings, if any, for each period are allocated based on the participation rights of both the common stockholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis. Stock-Based Compensation The fair value of share-based payments is estimated using the quoted market price of the Company's common stock and pricing models as of the date of grant as further discussed in Note 12, "Long-Term Incentive Compensation." The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. In addition to service-based awards, the Company issues performance-based awards, which are conditional based upon Company performance. Performance-based award expense, and ultimate vesting, is recognized in an amount that depends on the Company's probable achievement of specified performance objectives. Guarantees Some product sales in the Offshore/Manufactured Products segment are sold with an assurance warranty, generally ranging from 12 to 18 months. Parts and labor are covered under the terms of the warranty agreement. Warranty provisions are estimated based upon historical experience by product, configuration and geographic region. During the ordinary course of business, the Company also provides standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by either the Company or its subsidiaries. As of December 31, 2022, the maximum potential amount of future payments that the Company could be required to make under these guarantee -65- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) agreements (letters of credit) was $ 15.4 million. The Company has not recorded any liability in connection with these guarantee arrangements. The Company does not believe, based on historical experience and information currently available, that it is likely that any material amounts will be required to be paid under these guarantee arrangements. Accounting for Contingencies The Company has contingent liabilities and future claims for which estimates of the amount of the eventual cost to liquidate such liabilities are accrued. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and an assessment of exposure has been made and recorded in an amount estimated to cover the expected loss. Other claims or liabilities have been estimated based on their fair value or management's experience in such matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, future reported financial results will be impacted by the difference between the accruals and actual amounts paid in settlement. Examples of areas with important estimates of future liabilities include duties, income taxes, litigation, insurance claims and contractual claims and obligations. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the "FASB"), which are adopted by the Company as of the specified effective date. Management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's Consolidated Financial Statements upon adoption. In August 2020, the FASB issued updated guidance to simplify the accounting for convertible instruments and contracts in an entity's own equity (referred to as "ASU 2020-06"). This guidance eliminated the requirement that the carrying value of convertible debt instruments, such as the Company's 1.50 % convertible senior notes due 2023, be allocated between debt and equity components. As permitted under the standard, the Company adopted the guidance on January 1, 2021, using the modified retrospective transition method. Adoption of the standard resulted in a $ 12.2 million increase in the net carrying value of the 2023 Notes, a $ 2.7 million decrease in deferred income taxes and a $ 9.5 million net decrease in stockholders' equity. The effective interest rate associated with the 2023 Notes after adoption decreased from approximately 6 % to approximately 2 %, which compares to the contractual interest rate of 1.50 %. As further discussed in Note 7, "Long-term Debt," the Company issued $ 135.0 million principal amount of its 4.75 % convertible senior notes due 2026 on March 19, 2021, which have been accounted for in accordance with the provisions of ASU 2020-06. 3. 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. 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 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. 4. 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. -66- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Following these March 2020 events, the Company immediately implemented significant cost reduction initiatives. The Company also assessed the carrying value of goodwill, long-lived and other assets based on the industry outlook regarding overall demand for and pricing of its products and services, other market considerations and the financial condition of the Company's customers. As a result of these events, actions and assessments, the Company recorded the following charges during 2020 (in thousands): Offshore/ Manufactured Products Downhole Technologies Well Site Services Corporate Pre-tax Total Tax After-tax Total Impairments of: Goodwill (Note 6) $ 86,500 $ 192,502 $ 127,054 $ — $ 406,056 $ 19,600 $ 386,456 Fixed assets (Note 5) — 1,623 8,845 — 10,468 2,198 8,270 Operating lease assets (Note 8) — 1,979 — — 1,979 416 1,563 Inventories (Note 5) 16,249 5,921 8,981 — 31,151 5,979 25,172 Severance and restructuring costs 1,355 2,018 4,311 1,385 9,069 1,904 7,165 During 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 Impairments of: Fixed assets (Note 5) $ — $ 1,372 $ — $ — $ 1,372 $ 289 $ 1,083 Operating lease assets (Note 8) — 2,794 — — 2,794 587 2,207 Inventories (Note 5) — 1,468 2,113 — 3,581 752 2,829 Severance and restructuring costs (1) 868 4,266 809 1,555 7,498 1,573 5,925 Release of foreign currency translation adjustments on liquidation of an international operation (Note 9) — — — 9,320 9,320 — 9,320 ____________________ (1) Includes recognition of $ 1.9 million in additional lease-related liabilities associated with the exit of a long-term lease supporting the Well Site Services segment. Additionally, during 2021, the Company recognized $ 8.8 million 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 2022, which is included in other operating income, net. -67- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of December 31, 2022 and December 31, 2021 is presented below (in thousands): December 31, 2022 December 31, 2021 Accounts receivable, net: Trade $ 145,540 $ 116,434 Unbilled revenue 29,679 24,389 Contract assets 42,599 39,755 Other 6,177 9,973 Total accounts receivable 223,995 190,551 Allowance for doubtful accounts ( 5,226 ) ( 4,471 ) $ 218,769 $ 186,080 Allowance for doubtful accounts as a percentage of total accounts receivable 2 % 2 % December 31, 2022 December 31, 2021 Deferred revenue (contract liabilities) $ 44,790 $ 43,236 As of December 31, 2022, accounts receivable, net in the United States represented 77 %, of the total. No other country or single customer accounted for more than 10% of the Company's total accounts receivable as of December 31, 2022. A summary of activity in the allowance for doubtful accounts for the years ended December 31, 2022, 2021 and 2020 is provided in Note 16, "Valuation Allowances." For the majority of contracts with customers, the Company receives payments based upon established contractual terms as products are delivered and services are performed. The Company's larger project-related contracts within the Offshore/Manufactured Products segment often provide for customer payments as milestones are achieved. Contract assets relate to the Company's right to consideration for work completed but not billed as of December 31, 2022 and 2021 on certain project-related contracts within the Offshore/Manufactured Products segment. Contract assets are transferred to unbilled or trade receivables when the right to consideration becomes unconditional. Contract liabilities primarily relate to advance consideration received from customers (i.e. milestone payments) for contracts for project-driven products as well as others which require significant advance investment in materials. Consistent with industry practice, the Company classifies assets and liabilities related to long-term contracts as current, even though some of these amounts may not be realized within one year. All contracts are reported on the consolidated balance sheets in a net asset (contract asset) or liability (deferred revenue) position on a contract-by-contract basis at the end of each reporting period. In the normal course of business, the Company also receives advance consideration from customers on many other short-term, smaller product and service contracts which is deferred and recognized as revenue once the related performance obligation is satisfied. For the year ended December 31, 2022, the $ 2.8 million net increase in contract assets was attributable to $ 34.8 million in revenue recognized during the period, which was partially offset by $ 31.7 million transferred to accounts receivable. Deferred revenue (contract liabilities) increased by $ 1.6 million in 2022, reflecting $ 19.0 million in new customer billings which were not recognized as revenue during the period, partially offset by the recognition of $ 17.2 million of revenue that was deferred at the beginning of the period. For the year ended December 31, 2021, the $ 3.9 million net increase in contract assets was primarily attributable to $ 38.9 million in revenue recognized during the year, which was partially offset by $ 35.0 million transferred to accounts receivable. Deferred revenue (contract liabilities) decreased by $ 0.1 million in 2021, reflecting the recognition of $ 10.5 million of revenue that was deferred at the beginning of the period, offset by $ 10.4 million in new customer billings which were not recognized as revenue during the year. -68- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 2022 December 31, 2021 Inventories, net: Finished goods and purchased products $ 90,443 $ 87,934 Work in process 32,079 24,722 Raw materials 97,817 96,357 Total inventories 220,339 209,013 Allowance for excess or obsolete inventory ( 37,681 ) ( 40,440 ) $ 182,658 $ 168,573 The Company recorded impairment charges totaling $ 3.6 million in 2021 to reduce the carrying value of inventories to their estimated net realizable value based primarily on management's decision to exit certain product and service offerings. During 2020, the Company recorded impairment charges totaling $ 31.2 million to reduce the carrying value of inventories to their estimated net realizable value based on changes in expectations regarding the near-term utility, customer demand and market pricing of certain goods. Estimated Useful Life (years) December 31, 2022 December 31, 2021 Property, plant and equipment, net: Land $ 32,875 $ 33,536 Buildings and leasehold improvements 1 – 40 247,274 255,530 Machinery and equipment 2 – 28 241,257 247,285 Completion-related equipment 3 – 10 504,770 510,816 Office furniture and equipment 1 – 10 33,529 33,155 Vehicles 3 – 10 59,076 66,431 Construction in progress 10,053 4,780 Total property, plant and equipment $ 1,128,834 $ 1,151,533 Accumulated depreciation ( 824,999 ) ( 812,950 ) $ 303,835 $ 338,583 For the years ended December 31, 2022, 2021 and 2020, depreciation expense was $ 47.0 million, $ 60.1 million and $ 73.6 million, respectively. During 2020, the Well Site Services segment recognized a non-cash impairment charge of $ 5.2 million to reduce the carrying value of the segment's drilling rigs to their estimated realizable value and $ 3.6 million to reduce the carrying value of certain other facilities to their estimated realizable value. Also during 2020, the Downhole Technologies segment recognized a non-cash impairment charge of $ 1.6 million to reduce the carrying value of certain of the segment's fixed assets to their estimated realizable value. During 2021, the Well Site Services segment recognized non-cash impairment charges of $ 1.4 million to reduce the carrying value of certain of the segment's fixed assets to their estimated realizable value. December 31, 2022 December 31, 2021 Other noncurrent assets: Deferred compensation plan $ 17,551 $ 23,348 Deferred financing costs 1,893 2,674 Deferred income taxes 1,517 1,878 Other 4,726 4,989 $ 25,687 $ 32,889 -69- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 2022 December 31, 2021 Accrued liabilities: Accrued compensation $ 33,659 $ 20,904 Accrued taxes, other than income taxes 1,865 5,130 Insurance liabilities 4,640 6,361 Accrued interest 1,784 3,629 Accrued commissions 2,302 2,194 Other 4,807 5,183 $ 49,057 $ 43,401 6. Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill recorded within the Offshore/Manufactured Products segment for the years ended December 31, 2022 and 2021 were as follows (in thousands): Offshore / Manufactured Products Well Site Services Downhole Technologies Total Balance as of December 31, 2020 Goodwill $ 162,989 $ 244,349 $ 357,502 $ 764,840 Accumulated impairment losses ( 86,500 ) ( 244,349 ) ( 357,502 ) ( 688,351 ) 76,489 — — 76,489 Foreign currency translation ( 77 ) — — ( 77 ) Balance as of December 31, 2021 $ 76,412 $ — $ — $ 76,412 Balance as of December 31, 2021 Goodwill $ 162,912 $ 244,349 $ 357,502 $ 764,763 Accumulated impairment losses ( 86,500 ) ( 244,349 ) ( 357,502 ) ( 688,351 ) 76,412 — — 76,412 Goodwill acquired 4,146 — — 4,146 Foreign currency translation ( 1,276 ) — — ( 1,276 ) Balance as of December 31, 2022 $ 79,282 $ — $ — $ 79,282 Balance as of December 31, 2022 Goodwill $ 165,782 $ 244,349 $ 357,502 $ 767,633 Accumulated impairment losses ( 86,500 ) ( 244,349 ) ( 357,502 ) ( 688,351 ) $ 79,282 $ — $ — $ 79,282 As further discussed in Note 2, "Summary of Significant Accounting Policies," goodwill is assessed for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. March 2020 Impairments Given the significance of the March 2020 events described in Note 4, "Asset Impairments and Other Charges and Benefits," the Company performed a quantitative assessment of goodwill for impairment as of March 31, 2020. This interim assessment indicated that the fair value of each of the reporting units was less than their respective carrying amounts due to, among other factors, the significant decline in the Company's stock price (and that of its peers) and reduced growth rate expectations given weak energy market conditions resulting from the demand destruction caused by the global response to the COVID-19 pandemic. -70- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Based on this quantitative assessment as of March 31, 2020, the Company concluded that goodwill recorded in the Completion Services and Downhole Technologies businesses was fully impaired while goodwill recorded in the Offshore/Manufactured Products business was partially impaired. The Company therefore recognized non-cash goodwill impairment charges totaling $ 406.1 million in the first quarter of 2020. December 2020, 2021 and 2022 Assessments As of December 1, 2020, 2021 and 2022, the Company had only one reporting unit – Offshore/Manufactured Products – with goodwill balances. The Company performed its annual quantitative assessments of goodwill for impairment, which indicated that the fair value of the Offshore/Manufactured Products reporting unit was greater than its carrying amount at each date and no additional impairments were required in any period. The fair value of the Offshore/Manufactured Products reporting unit was determined using significant unobservable inputs (a Level 3 fair value measurement). The valuation techniques used in these annual assessments were consistent with those used during the March 31, 2020 assessment. The discount rate used to value the Offshore/Manufactured Products reporting unit as of December 1, 2020, 2021 and 2022 was 15.3 %, 14.5 % and 15.0 %, respectively. Other Intangible Assets The following table presents the gross carrying amount and the related accumulated amortization for major intangible asset classes as of December 31, 2022 and 2021 (in thousands): 2022 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Other intangible assets: Customer relationships $ 141,179 $ 47,629 $ 93,550 $ 168,284 $ 66,734 $ 101,550 Patents/Technology/Know-how 69,830 29,214 40,616 78,821 33,151 45,670 Tradenames and other 52,488 16,856 35,632 53,708 15,179 38,529 $ 263,497 $ 93,699 $ 169,798 $ 300,813 $ 115,064 $ 185,749 Amortization expense was $ 20.3 million, $ 20.6 million and $ 24.9 million in the years ended December 31, 2022, 2021 and 2020, respectively. The weighted average remaining amortization period for all intangible assets, other than goodwill, was 10.6 years as of December 31, 2022 and 11.3 years as of December 31, 2021. Amortization expense is expected to total approximately $ 17 million in 2023 through 2026 and $ 16 million in 2027. As of December 31, 2022 and 2021, no impairment of other intangible assets was required. -71- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. Long-term Debt As of December 31, 2022 and December 31, 2021, long-term debt consisted of the following (in thousands): December 31, 2022 December 31, 2021 Revolving credit facility (1) $ — $ — 2026 Notes (2) 132,164 131,291 2023 Notes (3) 17,303 25,802 Promissory note — 17,534 Other debt and finance lease obligations 3,430 4,123 Total debt 152,897 178,750 Less: Current portion ( 17,831 ) ( 18,262 ) Total long-term debt $ 135,066 $ 160,488 ____________________ (1) Unamortized deferred financing costs of $ 1.9 million and $ 2.7 million as of December 31, 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 December 31, 2022 and December 31, 2021. (3) The outstanding principal amount of the 2023 Notes was $ 17.3 million and $ 26.0 million as of December 31, 2022 and December 31, 2021, respectively. The 2023 Notes matured and were repaid in full on February 15, 2023. Scheduled maturities of total debt as of December 31, 2022, are as follows (in thousands): 2023 17,831 2024 500 2025 512 2026 132,680 2027 543 Thereafter 831 $ 152,897 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. On December 13, 2022, the Company entered into an additional technical amendment to the ABL Facility to replace the reference benchmark rate of the London Interbank Offered Rate ("LIBOR") with the Secured Overnight Financing Rate ("SOFR"). 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. -72- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Prior to December 13, 2022, borrowings under the ABL Agreement bore interest at a rate equal to the LIBOR rate (subject to a floor rate of 0.50 %) plus a margin of 2.75 % to 3.25 %, or at a base rate plus a margin of 1.75 % to 2.25 %, in each case based on average borrowing availability. Effective December 13, 2022, borrowings under the ABL Agreement bear interest at a rate equal to the SOFR rate (subject to a floor rate of 0 %) plus a margin of 2.75 % to 3.25 %, or at a base rate plus a margin of 1.75 % to 2.25 %, in each case based on average borrowing availability. Quarterly, the Company must also pay a commitment fee of 0.375 % to 0.50 % per annum, based on unused commitments under the ABL Agreement. The ABL Agreement places restrictions on the Company's ability to incur additional indebtedness, grant liens on assets, pay dividends or make distributions on equity interests, dispose of assets, make investments, repay other indebtedness (including the 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 December 31, 2022, the Company had $ 15.4 million of outstanding letters of credit, but no borrowings outstanding under the ABL Agreement. The total amount available to be drawn as of December 31, 2022 was $ 92.1 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit. As of December 31, 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 Computershare Trust Company, National Association, as successor trustee. 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 December 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. 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 Computershare Trust Company, National Association, as successor trustee. As of December 31, 2022, $ 17.3 million principal amount of the 2023 Notes remained outstanding. The 2023 Notes bore interest at a rate of 1.50 % per year, and matured and were repaid in full on February 15, 2023. The following table provides a summary of the Company's purchases of outstanding 2023 Notes during the years ended December 31, 2022, 2021 and 2020, with non-cash gains reported within other income, net (in thousands): Principal Amount Carrying Value of Liability Cash Paid Non-cash Gains Recognized Year Ended December 31, 2022 $ 8,654 $ 8,626 $ 8,450 $ 176 2021 131,400 129,974 125,952 4,022 2020 34,881 30,799 20,078 10,721 -73- 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 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 15, "Commitments and Contingencies," on June 28, 2022, the Company settled its disputes with the GEO Seller, which included 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. 8. Operating Leases Operating Lease Assets The following table presents the carry value of operating lease assets in the Company's consolidated balance sheets as of December 31, 2022 and 2021 (in thousands): 2022 2021 Operating lease assets, net $ 23,028 $ 25,388 Operating lease asset additions are offset by a corresponding increase to operating lease liabilities and do not impact the consolidated statement of cash flows at commencement. The non-cash effect of operating lease additions in 2022, 2021 and 2020 totaled $ 0.4 million, $ 0.1 million and $ 1.9 million, respectively. The following table provides details regarding the components of operating lease expense based on the initial term of underlying agreements for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Operating lease expense components: Leases with initial term of greater than 12 months $ 8,325 $ 9,412 $ 12,564 Leases with initial term of 12 months or less 4,718 4,232 4,024 Total operating lease expense $ 13,043 $ 13,644 $ 16,588 During 2020, the Downhole Technologies segment closed certain leased facilities in connection with restructuring activities and recognized a non-cash impairment charge of $ 2.0 million to reduce the carrying value of the related operating lease assets to their estimated realizable value. During 2021, the Well Site Services segment recognized non-cash operating lease asset impairment charges of $ 2.8 million associated with the closure of certain leased facilities. During 2021, the segment also recorded an additional $ 1.9 million charge for other expenses associated with the exit of a leased facility. -74- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Operating Lease Liabilities The following table provides the scheduled maturities of operating lease liabilities as of December 31, 2022 (in thousands): 2023 $ 7,417 2024 5,548 2025 4,712 2026 4,549 2027 2,938 Thereafter 5,641 Total lease payments 30,805 Less: Imputed interest ( 4,005 ) Present value of operating lease liabilities 26,800 Less: Current portion ( 6,142 ) Total long-term operating lease liabilities $ 20,658 Weighted-average remaining lease term (years) 5.5 Weighted-average discount rate 5.0 % 9. 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 2022 (in thousands): Issued Treasury Stock Outstanding Shares of common stock outstanding – December 31, 2020 73,289 12,284 61,005 Restricted stock awards, net of forfeitures 611 — 611 Shares withheld for taxes on vesting of stock awards — 238 ( 238 ) Shares of common stock outstanding – December 31, 2021 73,900 12,522 61,378 Issuance of common stock to seller of GEODynamics, Inc. (Note 15) 1,910 — 1,910 Restricted stock awards, net of forfeitures 778 — 778 Shares withheld for taxes on vesting of stock awards — 162 ( 162 ) Shares of common stock outstanding – December 31, 2022 76,588 12,684 63,904 As of December 31, 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. On February 16, 2023, the Company's Board of Directors authorized $ 25.0 million for the repurchases of the Company's common stock, par value $ 0.01 per share, through February 2025. Subject to applicable securities laws, such purchases will be at such times and in such amounts as the Company deems appropriate. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, reported as a component of stockholders' equity, primarily relates to fluctuations in currency exchange rates against the U.S. dollar as used to translate certain of the international operations of the Company's operating segments. Accumulated other comprehensive loss increased from $ 66.0 million at December 31, 2021 to $ 78.9 million at December 31, 2022. During 2021, in addition to the impact of changes in currency exchange rates, $ 9.3 million in historical currency translation adjustments were reclassified to net loss upon the liquidation of an international operation. For the years ended December 31, 2022 and 2021, currency translation adjustments recognized as a component of other comprehensive loss were primarily attributable to the United Kingdom and Brazil. -75- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During the year ended December 31, 2022, the exchange rate for the British pound weakened by 11 % compared to the U.S. dollar while the Brazilian real strengthened by 6 % compared to the U.S. dollar, contributing to other comprehensive loss of $ 12.9 million. During the year ended December 31, 2021, the exchange rate for the British pound and the Brazilian real weakened by 1 % and 7 %, respectively, compared to the U.S. dollar, contributing to other comprehensive loss of $ 4.0 million. 10. Income Taxes Consolidated loss before income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following (in thousands): 2022 2021 2020 United States $ ( 22,489 ) $ ( 56,665 ) $ ( 534,452 ) Foreign 18,429 ( 16,669 ) 123 Total $ ( 4,060 ) $ ( 73,334 ) $ ( 534,329 ) The 2021 foreign losses before income taxes included the reclassification of $ 9.3 million in historical currency translation adjustments upon the liquidation of an international operation, which were not deductible for income tax purposes. Additionally, the 2020 U.S. losses before income taxes included non-cash goodwill impairment charges of $ 406.1 million. Approximately $ 313.1 million of the goodwill impairment charges were not deductible for income tax purposes in 2020. Components of income tax provision (benefit) for the years ended December 31, 2022, 2021 and 2020 consisted of the following (in thousands): 2022 2021 2020 Current: United States $ 155 $ 370 $ ( 44,399 ) U.S. state 1,191 250 235 Foreign 2,114 ( 1,322 ) 2,622 3,460 ( 702 ) ( 41,542 ) Deferred: United States 266 ( 7,662 ) ( 20,913 ) U.S. state ( 12 ) ( 177 ) ( 1,798 ) Foreign 1,766 ( 800 ) ( 1,693 ) 2,020 ( 8,639 ) ( 24,404 ) Total income tax provision (benefit) $ 5,480 $ ( 9,341 ) $ ( 65,946 ) A reconciliation of the U.S. statutory income tax benefit to the total income tax provision (benefit) for the years ended December 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 U.S. statutory income tax benefit $ ( 853 ) $ ( 15,400 ) $ ( 112,209 ) Effect of foreign income taxed at different rates 1,895 ( 483 ) 755 Foreign income subject to U.S. taxes 1,876 182 — State income taxes, net of federal benefits 89 ( 1,157 ) ( 5,833 ) Valuation allowances against tax assets 19 2,410 1,381 Non-deductible compensation 627 814 484 Other non-deductible expenses, net 1,827 2,336 98 Release of foreign currency translation adjustments on liquidation of an international operation — 1,957 — Impairments of goodwill — — 65,740 Effect of CARES Act — — ( 16,362 ) Total income tax provision (benefit) $ 5,480 $ ( 9,341 ) $ ( 65,946 ) -76- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): 2022 2021 Deferred tax assets: Foreign tax credit carryforwards $ 19,237 $ 20,360 Net operating loss carryforwards 44,955 46,304 Inventories 9,969 10,192 Operating lease liabilities 4,822 5,355 Employee benefits 4,327 5,456 Other 3,357 6,899 Gross deferred tax asset 86,667 94,566 Valuation allowance ( 36,749 ) ( 37,643 ) Net deferred tax asset 49,918 56,923 Deferred tax liabilities: Tax over book depreciation ( 21,077 ) ( 23,938 ) Intangible assets ( 29,232 ) ( 29,671 ) Operating lease assets ( 4,013 ) ( 4,355 ) Other ( 731 ) ( 718 ) Deferred tax liability ( 55,053 ) ( 58,682 ) Net deferred tax liability $ ( 5,135 ) $ ( 1,759 ) 2022 2021 Balance sheet classification: Other non-current assets $ 1,517 $ 1,878 Deferred tax liability ( 6,652 ) ( 3,637 ) Net deferred tax liability $ ( 5,135 ) $ ( 1,759 ) On March 27, 2020, the CARES Act was signed into law. In accordance with the rules and provisions under the CARES Act, the Company filed carryback claims regarding U.S. net operating losses generated in 2018 and 2019. Prior to the enactment of the CARES Act, such tax losses could only be carried forward. The Company recognized a discrete tax benefit of $ 16.4 million and received cash of $ 41.3 million related to these CARES Act carryback claims in 2020. The Company had $ 91.3 million of U.S. federal NOL carryforwards as of December 31, 2022, which can be carried forward indefinitely. Approximately $ 37.6 million of the U.S. federal NOL carryforwards are attributable to the acquired GEODynamics operations and are subject to certain limitation provisions. The Company's U.S. state NOL carryforwards as of December 31, 2022 totaled $ 209.3 million, of which $ 14.6 million are attributable to the acquired GEODynamics operations and are subject to certain limitation provisions. As of December 31, 2022, the Company had NOL carryforwards related to certain of its international operations totaling $ 43.5 million, of which $ 14.1 million can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company had recorded valuation allowances of $ 20.0 million and $ 20.6 million, respectively, primarily with respect to foreign and U.S. state NOL carryforwards. As of December 31, 2022 and 2021, the Company's foreign tax credit carryforwards totaled $ 19.2 million and $ 20.4 million, respectively. These foreign tax credits will expire in varying amounts from 2023 to 2029. As of December 31, 2022 and 2021, the Company had recorded valuation allowances of $ 16.7 million and $ 17.1 million, respectively, with respect to foreign tax credit carryforwards. The Company files tax returns in the jurisdictions in which they are required. These returns are subject to examination or audit and possible adjustment as a result of assessments by taxing authorities. The Company believes that it has recorded sufficient tax liabilities and does not expect that the resolution of any examination or audit of its tax returns will have a material adverse effect on its consolidated operating results, financial condition or liquidity. Tax years subsequent to 2013 remain open to U.S. federal tax audit. Foreign subsidiary federal tax returns subsequent to 2012 are subject to audit by various foreign tax authorities. -77- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The total amount of unrecognized tax benefits as of December 31, 2022 and 2021 was nil . The Company accrues interest and penalties related to unrecognized tax benefits as a component of the Company's provision for income taxes. As of December 31, 2022 and 2021, the Company had no accrued interest expense or penalties. 11. Net Loss Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net loss per share for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Numerators: Net loss $ ( 9,540 ) $ ( 63,993 ) $ ( 468,383 ) Less: Income attributable to unvested restricted stock awards — — — Numerator for basic net loss per share ( 9,540 ) ( 63,993 ) ( 468,383 ) Effect of dilutive securities: Unvested restricted stock awards — — — Numerator for diluted net loss per share $ ( 9,540 ) $ ( 63,993 ) $ ( 468,383 ) Denominators: Weighted average number of common shares outstanding 62,842 61,314 60,953 Less: Weighted average number of unvested restricted stock awards outstanding ( 1,204 ) ( 1,021 ) ( 1,141 ) Denominator for basic and diluted net loss per share 61,638 60,293 59,812 Net loss per share: Basic $ ( 0.15 ) $ ( 1.06 ) $ ( 7.83 ) Diluted ( 0.15 ) ( 1.06 ) ( 7.83 ) The calculation of diluted net loss per share for the years ended December 31, 2022, 2021 and 2020 excluded 277 thousand shares, 430 thousand shares and 582 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 loss per share for the years ended December 31, 2022, 2021 and 2020 due to, among other factors, the Company's share price. 12. Long-Term Incentive Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of service-based restricted stock awards is determined by the quoted market price of the Company's common stock on the date of grant. The resulting cost, net of estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. Stock-based compensation expense recognized during the years ended December 31, 2022, 2021 and 2020 totaled $ 6.9 million, $ 7.9 million and $ 8.4 million, respectively. Restricted Stock Awards The restricted stock program consists of a combination of service-based restricted stock and performance-based restricted stock. The number of performance-based restricted shares ultimately issued under the program is dependent upon achievement of predefined specific performance objectives generally measured over a three-year period. The performance objectives for performance-based restricted stock units granted in 2022 and 2021 are based on the Company's cumulative EBITDA over a three-year period. The performance objective for performance-based stock units granted in 2020 is based on the Company's EBITDA growth rate over a three-year period. -78- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Service-based restricted stock awards generally vest on a straight-line basis over a three-year term. The following table presents changes in restricted stock awards and related information for the year ended December 31, 2022 (shares in thousands): Service-based Restricted Stock Performance- and Service-based Stock Units Number of Shares Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Total Number of Restricted Shares and Units Unvested, December 31, 2021 993 $ 9.29 358 $ 8.49 1,350 Granted 790 6.51 272 6.51 1,063 Vested ( 549 ) 10.05 — — ( 549 ) Forfeited ( 12 ) 12.41 ( 136 ) 11.15 ( 148 ) Unvested, December 31, 2022 1,222 $ 7.12 494 $ 6.67 1,716 The total fair value of restricted stock awards that vested in 2022, 2021 and 2020 was $ 5.5 million, $ 9.3 million and $ 14.5 million, respectively. As of December 31, 2022, there was $ 6.8 million of total compensation costs related to unvested restricted stock awards not yet recognized, which is expected to be recognized over a weighted average vesting period of 1.5 years. As of December 31, 2022, approximately 4.2 million shares were available for future grant under the Company's Amended and Restated Equity Participation Plan. Stock Options No options were awarded or exercised in 2022, 2021 or 2020. As of December 31, 2022, the Company had 245 thousand stock options outstanding and exercisable, with exercise prices ranging from $ 42.29 to $ 58.54 and a weighted-average contractual life of 1.1 years. Long-Term Cash Incentive Awards The Company issued conditional long-term cash incentive awards ("Cash Awards") totaling $ 1.5 million in both 2022 and 2021. 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 each annual grant ranges from zero to a maximum of $ 3.1 million, but is limited to the targeted award value if the Company's total stockholder return is negative over the respective performance period. Obligations related to these Cash Awards are classified as liabilities and recognized over the vesting period. 13. Retirement Plans Defined Contribution Plans The Company sponsors defined contribution plans, including a 401(k) retirement savings plan (the "401(k) Plan"). Participation in these plans is available to substantially all employees. Effective January 1, 2022, the Company resumed matching contributions to the Company's 401(k) Plan and Deferred Compensation Plan (defined below) – which were suspended in 2020 in response to the significant decline in industry activity levels due to the COVID-19 pandemic. The Company recognized expenses of $ 3.4 million, $ 0.8 million and $ 3.4 million primarily related to matching contributions under its various defined contribution plans during the years ended December 31, 2022, 2021 and 2020, respectively. -79- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Deferred Compensation Plan The Company also maintains a nonqualified deferred compensation plan (the "Deferred Compensation Plan") that permits eligible directors and employees to elect to defer the receipt of all or a portion of their directors' fees or salary and annual bonuses. The Deferred Compensation Plan permits the Company to make discretionary contributions to an employee's account. Since inception of the plan, this discretionary contribution provision has been limited to a matching of the employee's contributions on a basis equivalent to matching permitted under the Company's 401(k) Plan, but not subject to the IRS limitations on match-eligible compensation. The vesting of Company contributions to participant accounts is equivalent to the vesting requirements of the Company's 401(k) Plan. The assets of the Deferred Compensation Plan are held in a Rabbi Trust (the "Trust") and, therefore, are available to satisfy the claims of the Company's creditors in the event of bankruptcy or insolvency of the Company. Participants have the ability to direct the plan administrator to invest the assets in their individual accounts, including any discretionary contributions made by the Company, in a selection of funds consistent with those in the Company's 401(k) Plan. Distributions from the Deferred Compensation Plan are generally made in cash upon the participants' termination as a director or employee of the Company. As of December 31, 2022, Trust assets and amounts payable to plan participants totaled $ 17.6 million, which are classified as "Other noncurrent assets" and "Other noncurrent liabilities" in the Company's consolidated balance sheet. The fair value of the investments held by the Trust was based on quoted market prices in active markets (a Level 1 fair value measurement). 14. Segments and Related Information The Company's reportable segments represent strategic business units that offer different products and services. They are managed separately as each business requires different technologies and marketing strategies. Recent acquisitions, except for the GEODynamics Acquisition, have been direct extensions to existing business segments. Accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Offshore/Manufactured Products segment designs, manufactures and markets capital equipment utilized on floating production systems, subsea pipeline infrastructure, and offshore drilling rigs and vessels, along with short-cycle and other products. Driven principally by longer-term customer investments for offshore oil and natural gas projects, project-driven product revenues include flexible bearings, advanced connector systems, high-pressure riser systems, deepwater mooring systems, cranes, subsea pipeline products and blow-out preventer stack integration. Short-cycle products manufactured by the segment include valves, elastomers and other specialty products generally used in the land-based drilling and completion markets. Other products manufactured and offered by the segment include a variety of products for use in industrial, military and other applications outside the oil and gas industry. The segment also offers a broad line of complementary, value-added services including specialty welding, fabrication, cladding and machining services, offshore installation services, and inspection and repair services. The Well Site Services segment provides a broad range of equipment and services that are used to drill for, establish and maintain the flow of oil and natural gas from a well throughout its life cycle. In this segment, operations primarily include completion-focused equipment and services. The segment provides solutions to its customers using its completion tools, drilling rigs and highly-trained personnel throughout its service offerings which include wireline support, frac stacks, isolation tools, downhole and extended reach activity, well testing and flowback operations, sand control and land drilling. The Downhole Technologies segment, comprised of the GEODynamics business acquired in 2018, provides oil and gas perforation systems and downhole tools in support of completion, intervention, wireline and well abandonment operations. This segment designs, manufactures and markets its consumable engineered products to oilfield service as well as exploration and production companies, which are completing complex wells with longer lateral lengths, increased frac stages and more perforation clusters to increase unconventional well productivity. Corporate information includes corporate expenses, such as those related to corporate governance, stock-based compensation and other infrastructure support, as well as impacts from corporate-wide decisions for which individual operating units are not evaluated. -80- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Financial information by business segment for each of the three years ended December 31, 2022, 2021 and 2020, is summarized in the following table (in thousands): Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets 2022 Offshore/Manufactured Products (1) $ 381,723 $ 20,451 $ 45,268 $ 5,857 $ 556,769 Well Site Services 231,189 28,564 4,865 12,963 206,632 Downhole Technologies 124,794 17,628 ( 6,669 ) 1,271 255,550 Corporate — 691 ( 40,559 ) 175 45,441 Total $ 737,706 $ 67,334 $ 2,905 $ 20,266 $ 1,064,392 2021 Offshore/Manufactured Products $ 298,729 $ 22,190 $ 15,447 $ 4,628 $ 541,346 Well Site Services (2) 170,940 40,152 ( 34,511 ) 10,977 200,874 Downhole Technologies (3) 103,492 17,591 ( 13,470 ) 901 267,468 Corporate — 808 ( 32,258 ) 1,011 76,060 Total $ 573,161 $ 80,741 $ ( 64,792 ) $ 17,517 $ 1,085,748 2020 Offshore/Manufactured Products (4) $ 340,300 $ 21,881 $ ( 80,794 ) $ 2,913 $ 547,962 Well Site Services (5) 199,839 53,240 ( 193,388 ) 6,937 244,932 Downhole Technologies (6) 97,936 22,649 ( 224,414 ) 3,230 280,096 Corporate — 773 ( 35,744 ) ( 331 ) 79,270 Total $ 638,075 $ 98,543 $ ( 534,340 ) $ 12,749 $ 1,152,260 ________________ (1) Operating income included a $ 6.1 million gain on settlement of outstanding litigation. (2) Operating loss included non-cash inventory and fixed and operating lease asset impairment charges of $ 1.5 million and $ 4.2 million, respectively. (3) Operating loss included a non-cash inventory impairment charge of $ 2.1 million. (4) Operating loss included non-cash goodwill and inventory impairment charges of $ 86.5 million and $ 16.2 million, respectively. (5) Operating loss included non-cash goodwill, inventory and fixed asset impairment charges of $ 127.1 million, $ 9.0 million and $ 8.8 million, respectively. (6) Operating loss included non-cash goodwill, inventory and fixed and operating lease impairment charges of $ 192.5 million, $ 5.9 million and $ 3.6 million, respectively. See Note 4, "Asset Impairments and Other Charges and Benefits," and Note 5, "Details of Selected Balance Sheet Accounts," for further discussion of these and other charges and benefits. No customer individually accounted for greater than 10% of the Company's 2022, 2021 or 2020 consolidated revenues or individually accounted for greater than 10% of the Company's consolidated accounts receivable at December 31, 2022. The Company's Offshore/Manufactured Products segment has numerous facilities around the world that generate both product and service revenues, and it is common for the segment to provide both installation and other services for products it manufactures. While substantially all depreciation and amortization expense for the Offshore/Manufactured Products segment relates to cost of revenues, it does not segregate or capture depreciation or amortization expense between product and service cost. For the Downhole Technologies segment, substantially all depreciation and amortization expense relates to cost of products while substantially all depreciation and amortization expense for the Well Site Services segment relates to cost of services. Operating income (loss) excludes equity in net income of unconsolidated affiliates, which is immaterial and not reported separately herein. -81- 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 years ended December 31, 2022, 2021 and 2020 (in thousands): Offshore/Manufactured Products Well Site Services Downhole Technologies 2022 2021 2020 2022 2021 2020 2022 2021 2020 Major revenue categories - Project-driven products $ 158,040 $ 122,097 $ 165,497 $ — $ — $ — $ — $ — $ — Short-cycle: Completion products and services 60,350 41,640 26,148 210,584 160,881 191,529 124,794 103,492 97,936 Drilling services — — — 20,605 10,059 8,310 — — — Other products 31,802 23,534 21,994 — — — — — — Total short-cycle 92,152 65,174 48,142 231,189 170,940 199,839 124,794 103,492 97,936 Other products and services 131,531 111,458 126,661 — — — — — — $ 381,723 $ 298,729 $ 340,300 $ 231,189 $ 170,940 $ 199,839 $ 124,794 $ 103,492 $ 97,936 Financial information by geographic location for the years ended December 31, 2022, 2021 and 2020, is summarized below (in thousands). Revenues are attributable to countries based on the location of the entity selling the products or performing the services and include export sales. Long-lived assets are attributable to countries based on the physical location of the operations and its operating assets and do not include intercompany receivable balances. United States United Kingdom Singapore Other Total 2022 Revenues from unaffiliated customers $ 571,008 $ 82,687 $ 34,380 $ 49,631 $ 737,706 Long-lived assets 443,818 76,377 14,218 41,531 575,944 2021 Revenues from unaffiliated customers $ 447,002 $ 59,352 $ 35,886 $ 30,921 $ 573,161 Long-lived assets 487,749 79,723 15,202 43,459 626,133 2020 Revenues from unaffiliated customers $ 463,382 $ 76,808 $ 57,513 $ 40,372 $ 638,075 Long-lived assets 554,926 78,622 16,509 48,883 698,940 15. Commitments and Contingencies The Company is a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters, 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. -82- OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In August 2020, the GEO Seller filed a breach of contract suit against the Company 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"), which included 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. 16. Valuation Allowances Activity in the valuation accounts was as follows (in thousands): Balance at Beginning of Period Charged to Costs and Expenses Deductions (net of recoveries) Translation and Other, Net Balance at End of Period Year Ended December 31, 2022: Allowance for doubtful accounts receivable $ 4,471 $ 2,066 $ ( 1,266 ) $ ( 45 ) $ 5,226 Allowance for excess or obsolete inventory 40,440 3,739 ( 5,911 ) ( 587 ) 37,681 Valuation allowance on deferred tax assets 37,643 19 ( 1,027 ) 114 36,749 Year Ended December 31, 2021: Allowance for doubtful accounts receivable $ 8,304 $ 705 $ ( 3,932 ) $ ( 606 ) $ 4,471 Allowance for excess or obsolete inventory 40,731 4,806 ( 4,919 ) ( 178 ) 40,440 Valuation allowance on deferred tax assets 35,497 2,410 — ( 264 ) 37,643 Year Ended December 31, 2020: Allowance for doubtful accounts receivable $ 8,745 $ 3,409 $ ( 5,049 ) $ 1,199 $ 8,304 Allowance for excess or obsolete inventory 19,031 32,974 ( 11,719 ) 445 40,731 Valuation allowance on deferred tax assets 35,828 1,381 — ( 1,712 ) 35,497 -83-