OIL STATES INTERNATIONAL, INC 10-Q

ITEM 1. Financial Statements UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues: Products $ 108,579 $ 92,630 $ 202,908 $ 192,470 Services 77,804 90,899 150,737 187,258 186,383 183,529 353,645 379,728 Costs and expenses: Product costs 82,503 72,659 157,640 151,336 Service costs 59,530 69,371 116,344 141,429 Cost of revenues (exclusive of depreciation and amortization expense presented below) 142,033 142,030 273,984 292,765 Selling, general and administrative expense 26,373 23,528 48,869 47,544 Depreciation and amortization expense 14,698 15,537 28,893 30,793 Impairment of goodwill — — 10,000 — Other operating (income) expense, net 1,234 ( 835 ) 1,031 ( 518 ) 184,338 180,260 362,777 370,584 Operating income (loss) 2,045 3,269 ( 9,132 ) 9,144 Interest expense, net ( 2,061 ) ( 2,059 ) ( 4,162 ) ( 4,450 ) Other income, net 652 210 580 486 Income (loss) before income taxes 636 1,420 ( 12,714 ) 5,180 Income tax benefit (provision) 665 ( 862 ) 641 ( 2,464 ) Net income (loss) $ 1,301 $ 558 $ ( 12,073 ) $ 2,716 Net income (loss) per share: Basic $ 0.02 $ 0.01 $ ( 0.19 ) $ 0.04 Diluted 0.02 0.01 ( 0.19 ) 0.04 Weighted average number of common shares outstanding: Basic 62,483 62,803 62,493 62,814 Diluted 62,704 63,174 62,493 63,161 The accompanying notes are an integral part of these financial statements. 3 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In Thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income (loss) $ 1,301 $ 558 $ ( 12,073 ) $ 2,716 Other comprehensive income (loss): Currency translation adjustments ( 3,151 ) 3,270 ( 6,178 ) 7,419 Comprehensive income (loss) $ ( 1,850 ) $ 3,828 $ ( 18,251 ) $ 10,135 The accompanying notes are an integral part of these financial statements. 4 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Amounts) June 30, 2024 December 31, 2023 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 25,188 $ 47,111 Accounts receivable, net 203,694 203,211 Inventories, net 217,347 202,027 Prepaid expenses and other current assets 22,587 35,648 Total current assets 468,816 487,997 Property, plant, and equipment, net 270,878 280,389 Operating lease assets, net 22,825 21,970 Goodwill, net 69,789 79,867 Other intangible assets, net 144,505 153,010 Other noncurrent assets 24,365 23,253 Total assets $ 1,001,178 $ 1,046,486 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 616 $ 627 Accounts payable 62,322 67,546 Accrued liabilities 38,493 44,227 Current operating lease liabilities 6,711 6,880 Income taxes payable 1,184 1,233 Deferred revenue 34,404 36,757 Total current liabilities 143,730 157,270 Long-term debt 124,339 135,502 Long-term operating lease liabilities 18,864 18,346 Deferred income taxes 5,657 7,717 Other noncurrent liabilities 18,199 18,106 Total liabilities 310,789 336,941 Stockholders’ equity: Common stock, $ .01 par value, 200,000,000 shares authorized, 78,633,247 shares and 77,218,765 shares issued, respectively 786 772 Additional paid-in capital 1,133,282 1,129,240 Retained earnings 272,845 284,918 Accumulated other comprehensive loss ( 76,162 ) ( 69,984 ) Treasury stock, at cost, 14,844,049 and 13,892,049 shares, respectively ( 640,362 ) ( 635,401 ) Total stockholders’ equity 690,389 709,545 Total liabilities and stockholders’ equity $ 1,001,178 $ 1,046,486 The accompanying notes are an integral part of these financial statements. 5 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In Thousands) Three Months Ended June 30, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, March 31, 2024 $ 785 $ 1,130,979 $ 271,544 $ ( 73,011 ) $ ( 637,979 ) $ 692,318 Net income — — 1,301 — — 1,301 Currency translation adjustments (excluding intercompany advances) — — — ( 79 ) — ( 79 ) Currency translation adjustments on intercompany advances — — — ( 3,072 ) — ( 3,072 ) Stock-based compensation expense 1 2,303 — — — 2,304 Surrender of stock to settle taxes on stock awards — — — — ( 9 ) ( 9 ) Stock repurchases — — — — ( 2,374 ) ( 2,374 ) Balance, June 30, 2024 $ 786 $ 1,133,282 $ 272,845 $ ( 76,162 ) $ ( 640,362 ) $ 690,389 Six Months Ended June 30, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity Balance, December 31, 2023 $ 772 $ 1,129,240 $ 284,918 $ ( 69,984 ) $ ( 635,401 ) $ 709,545 Net loss — — ( 12,073 ) — — ( 12,073 ) Currency translation adjustments (excluding intercompany advances) — — — ( 974 ) — ( 974 ) Currency translation adjustments on intercompany advances — — — ( 5,204 ) — ( 5,204 ) Stock-based compensation expense 14 4,042 — — — 4,056 Surrender of stock to settle taxes on stock awards — — — — ( 2,587 ) ( 2,587 ) Stock repurchases — — — — ( 2,374 ) ( 2,374 ) Balance, June 30, 2024 $ 786 $ 1,133,282 $ 272,845 $ ( 76,162 ) $ ( 640,362 ) $ 690,389 The accompanying notes are an integral part of these financial statements. 6 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In Thousands) Three Months Ended June 30, 2023 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, March 31, 2023 $ 771 $ 1,123,876 $ 274,185 $ ( 74,792 ) $ ( 628,522 ) $ 695,518 Net income — — 558 — — 558 Currency translation adjustments (excluding intercompany advances) — — — 2,709 — 2,709 Currency translation adjustments on intercompany advances — — — 561 — 561 Stock-based compensation expense 1 1,771 — — — 1,772 Surrender of stock to settle taxes on stock awards — — — — ( 12 ) ( 12 ) Stock repurchases — — — — ( 3,001 ) ( 3,001 ) Balance, June 30, 2023 $ 772 $ 1,125,647 $ 274,743 $ ( 71,522 ) $ ( 631,535 ) $ 698,105 Six Months Ended June 30, 2023 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Balance, December 31, 2022 $ 766 $ 1,122,292 $ 272,027 $ ( 78,941 ) $ ( 626,586 ) $ 689,558 Net income — — 2,716 — — 2,716 Currency translation adjustments (excluding intercompany advances) — — — 6,203 — 6,203 Currency translation adjustments on intercompany advances — — — 1,216 — 1,216 Stock-based compensation expense 6 3,355 — — — 3,361 Surrender of stock to settle taxes on stock awards — — — — ( 1,948 ) ( 1,948 ) Stock repurchases — — — — ( 3,001 ) ( 3,001 ) Balance, June 30, 2023 $ 772 $ 1,125,647 $ 274,743 $ ( 71,522 ) $ ( 631,535 ) $ 698,105 The accompanying notes are an integral part of these financial statements. 7 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 12,073 ) $ 2,716 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization expense 28,893 30,793 Impairment of goodwill 10,000 — Stock-based compensation expense 4,056 3,361 Amortization of deferred financing costs 841 892 Deferred income tax provision (benefit) ( 2,299 ) 997 Gains on disposals of assets ( 1,355 ) ( 561 ) Gains on extinguishment of 4.75 % convertible senior notes ( 515 ) — Other, net ( 379 ) ( 267 ) Changes in operating assets and liabilities: Accounts receivable ( 2,335 ) 39,042 Inventories ( 16,436 ) ( 21,197 ) Accounts payable and accrued liabilities ( 9,504 ) ( 25,924 ) Deferred revenue ( 2,353 ) 8,237 Other operating assets and liabilities, net 2,341 653 Net cash flows provided by (used in) operating activities ( 1,118 ) 38,742 Cash flows from investing activities: Capital expenditures ( 15,881 ) ( 17,338 ) Proceeds from disposition of property and equipment 12,751 690 Other, net ( 68 ) ( 66 ) Net cash flows used in investing activities ( 3,198 ) ( 16,714 ) Cash flows from financing activities: Revolving credit facility borrowings 22,619 35,592 Revolving credit facility repayments ( 22,619 ) ( 35,592 ) Purchases of 4.75 % convertible senior notes ( 10,846 ) — Repayment of 1.50 % convertible senior notes — ( 17,315 ) Other debt and finance lease repayments ( 318 ) ( 226 ) Payment of financing costs ( 1,111 ) ( 95 ) Purchases of treasury stock ( 2,374 ) ( 3,001 ) Shares added to treasury stock as a result of net share settlements due to vesting of stock awards ( 2,587 ) ( 1,948 ) Net cash flows used in financing activities ( 17,236 ) ( 22,585 ) Effect of exchange rate changes on cash and cash equivalents ( 371 ) 959 Net change in cash and cash equivalents ( 21,923 ) 402 Cash and cash equivalents, beginning of period 47,111 42,018 Cash and cash equivalents, end of period $ 25,188 $ 42,420 Cash paid (received) for: Interest $ 3,899 $ 4,060 Income taxes, net 1,346 ( 1,475 ) The accompanying notes are an integral part of these financial statements. 8 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Oil States International, Inc. and its subsidiaries (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial information. Certain information in footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to these rules and regulations. The unaudited financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair statement of the results of operations for the interim periods covered and for the financial condition of the Company at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year. The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such estimates include, but are not limited to, goodwill and long-lived asset impairments, revenue and income recognized over time, valuation allowances recorded on deferred tax assets, reserves on inventory, allowances for doubtful accounts, settlement of litigation and potential future adjustments related to contractual indemnification and other agreements. Actual results could materially differ from those estimates. In the first quarter of 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plug and elastomer products) were integrated into the Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. Historical segment financial data and disaggregated revenue information as of and for the three and six months ended June 30, 2023, as presented in Note 10, “Segments and Related Information,” were conformed with the 2024 segment presentation. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by the Company as of the specified effective date. Management believes that recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. The financial statements included in this report should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2023. 9 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Goodwill Impairment and Other Charges and Credits In 2023, the Company implemented initiatives to reduce future costs, which are continuing into 2024. These management actions included the consolidation, relocation and exit of certain manufacturing and service locations as well as the realignment of operations within two of the Company’s reportable segments. The Company has also incurred legal and other related costs to enforce certain patents related to its proprietary technologies. As a result of these actions, the Company recorded the following charges during the first quarter of 2024 (in thousands): Offshore Manufactured Products Well Site Services Downhole Technologies Corporate Pre-tax Total Tax After-tax Total Impairment of goodwill $ — $ — $ 10,000 $ — $ 10,000 $ 481 $ 9,519 Facility consolidation and other charges 1,463 685 — — 2,148 451 1,697 Patent defense costs — 361 — — 361 76 285 During the second quarter of 2024, the Company consolidated and exited additional locations, reduced its workforce in the United States and incurred additional costs to enforce certain patents. As a result of these events, actions and assessments, the Company recorded the following charges during the second quarter of 2024 (in thousands): Offshore Manufactured Products Well Site Services Downhole Technologies Corporate Pre-tax Total Tax After-tax Total Facility consolidation and other charges $ 1,547 $ 1,916 $ — $ — $ 3,463 $ 727 $ 2,736 Patent defense costs — 963 — — 963 202 761 Gains on extinguishment of debt (see Note 4) — — — ( 515 ) ( 515 ) ( 108 ) ( 407 ) Goodwill The Company does not amortize goodwill, but rather assesses goodwill for impairment annually and when an event occurs or circumstances change that indicate the carrying amounts may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recorded. Changes in the carrying amount of goodwill, by operating segment, for the six months ended June 30, 2024 were as follows (in thousands): Offshore Manufactured Products Downhole Technologies Total Balance as of December 31, 2023 $ 79,867 $ — $ 79,867 Goodwill associated with transferred operations ( 10,000 ) 10,000 — Impairment of goodwill — ( 10,000 ) ( 10,000 ) Foreign currency translation ( 78 ) — ( 78 ) Balance as of June 30, 2024 $ 69,789 $ — $ 69,789 In connection with the first quarter 2024 realignment of the composition of two of its reportable segments discussed in Note 1, “Organization and Basis of Presentation,” goodwill of $ 10.0 million was reassigned from the Offshore Manufactured Products segment to the Downhole Technologies segment based on estimated relative fair values. The Company performed an interim quantitative assessment of goodwill recorded within the Offshore Manufactured Products segment as of February 29, 2024 (prior to realignment) which indicated that the fair value of the reporting unit exceeded its carrying value. The Company also performed an interim quantitative assessment of goodwill transferred to the Downhole Technologies segment (subsequent to the realignment). This interim assessment indicated that the fair value of the reporting unit was less than its carrying amount and the Company concluded that goodwill reassigned to the Downhole Technologies business was fully 10 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) impaired. The Company therefore recognized a non-cash goodwill impairment charge totaling $ 10.0 million in the first quarter of 2024. This impairment charge did not impact the Company’s liquidity position, debt covenants or cash flows. Management used a combination of valuation methodologies including the income approach and guideline public company comparables. The fair values of each of the Company’s reporting units were determined using significant unobservable inputs (Level 3 fair value measurements). The income approach estimates fair value by discounting the Company’s forecasts of future cash flows by a discount rate (expected return) that a market participant is expected to require on its investment. Significant assumptions and estimates used in the income approach include, among others, estimated future net annual cash flows and discount rates for each reporting unit, current and anticipated market conditions, estimated growth rates and historical data. These estimates rely upon significant management judgment. 3. Details of Selected Balance Sheet Accounts Additional information regarding selected balance sheet accounts as of June 30, 2024 and December 31, 2023 is presented below (in thousands): June 30, 2024 December 31, 2023 Accounts receivable, net: Trade $ 131,745 $ 128,405 Unbilled revenue 26,462 27,756 Contract assets 43,671 46,746 Other 5,784 4,801 Total accounts receivable 207,662 207,708 Allowance for doubtful accounts ( 3,968 ) ( 4,497 ) $ 203,694 $ 203,211 Allowance for doubtful accounts as a percentage of total accounts receivable 2 % 2 % June 30, 2024 December 31, 2023 Deferred revenue (contract liabilities) $ 34,404 $ 36,757 As of June 30, 2024, accounts receivable, net in the United States and the United Kingdom represented 68 % and 13 %, respectively, of the total. No other country or single customer accounted for more than 10% of the Company’s total accounts receivable as of June 30, 2024. For the six months ended June 30, 2024, the $ 3.1 million net decrease in contract assets was primarily attributable to $ 34.9 million transferred to accounts receivable, which was partially offset by $ 31.8 million in revenue recognized during the period. Deferred revenue (contract liabilities) decreased by $ 2.4 million in the first six months of 2024, primarily reflecting the recognition of $ 11.1 million of revenue that was deferred at the beginning of the period, partially offset by $ 8.8 million in new customer billings which were not recognized as revenue during the period. The following provides a summary of activity in the allowance for doubtful accounts for the six months ended June 30, 2024 and 2023 (in thousands): Six Months Ended June 30, 2024 2023 Allowance for doubtful accounts – January 1 $ 4,497 $ 5,226 Provisions 135 14 Write-offs ( 655 ) ( 204 ) Other ( 9 ) 37 Allowance for doubtful accounts – June 30 $ 3,968 $ 5,073 11 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) June 30, 2024 December 31, 2023 Inventories, net: Finished goods and purchased products $ 106,253 $ 103,599 Work in process 33,706 30,546 Raw materials 118,175 109,627 Total inventories 258,134 243,772 Allowance for excess or obsolete inventory ( 40,787 ) ( 41,745 ) $ 217,347 $ 202,027 June 30, 2024 December 31, 2023 Property, plant and equipment, net: Property, plant and equipment $ 755,207 $ 754,143 Accumulated depreciation ( 484,329 ) ( 473,754 ) $ 270,878 $ 280,389 For the three months ended June 30, 2024 and 2023, depreciation expense was $ 10.4 million and $ 11.2 million, respectively. Depreciation expense was $ 20.3 million and $ 22.2 million, respectively, for the six months ended June 30, 2024 and 2023. June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Other intangible assets: Customer relationships $ 141,321 $ 60,921 $ 80,400 $ 141,342 $ 56,499 $ 84,843 Patents/technology/know-how 70,168 37,130 33,038 70,113 34,541 35,572 Tradenames and other 52,503 21,436 31,067 52,505 19,910 32,595 $ 263,992 $ 119,487 $ 144,505 $ 263,960 $ 110,950 $ 153,010 For the three months ended June 30, 2024 and 2023, amortization expense was $ 4.3 million and $ 4.3 million, respectively. Amortization expense was $ 8.5 million and $ 8.6 million for the six months ended June 30, 2024 and 2023, respectively. June 30, 2024 December 31, 2023 Other noncurrent assets: Deferred compensation plan $ 17,499 $ 17,255 Deferred financing costs 1,805 1,109 Deferred income taxes 2,439 2,211 Other 2,622 2,678 $ 24,365 $ 23,253 12 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) June 30, 2024 December 31, 2023 Accrued liabilities: Accrued compensation $ 18,510 $ 27,131 Accrued taxes, other than income taxes 3,518 2,076 Insurance liabilities 4,257 3,839 Accrued interest 1,559 1,690 Accrued commissions 3,390 3,060 Other 7,259 6,431 $ 38,493 $ 44,227 4. Long-term Debt As of June 30, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands): June 30, 2024 December 31, 2023 Revolving credit facility (1) $ — $ — 2026 Notes (2) 122,102 133,037 Other debt and finance lease obligations 2,853 3,092 Total debt 124,955 136,129 Less: Current portion ( 616 ) ( 627 ) Total long-term debt $ 124,339 $ 135,502 ____________________ (1) Unamortized deferred financing costs of $ 1.8 million and $ 1.1 million as of June 30, 2024 and December 31, 2023, respectively, are presented in other noncurrent assets. (2) The outstanding principal amount of the 2026 Notes was $ 123.5 million and $ 135.0 million as of June 30, 2024 and December 31, 2023, respectively . Revolving Credit Facility The Company has a senior secured credit facility, which provides for a $ 125.0 million asset-based revolving credit facility (as amended, the “ABL Facility”), under which credit availability is subject to a borrowing base calculation. 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 (as amended, the “ABL Agreement”). In February 2024, the Company amended the ABL Facility to extend the maturity date to February 16, 2028, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 17.5 million. The ABL Agreement provides funding based on a borrowing base calculation that includes eligible U.S. customer accounts receivable and inventory and provides for a $ 50.0 million sub-limit for the issuance of letters of credit. Borrowings under the ABL Agreement are secured by a pledge of substantially all of the Company’s domestic assets (other than real property) and the stock of certain foreign subsidiaries. Borrowings under the ABL Agreement bear interest at a rate equal to the Secured Overnight Financing 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 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 13 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 June 30, 2024, the Company had no borrowings outstanding under the ABL Facility and $ 14.4 million of outstanding letters of credit. The total amount available to be drawn as of June 30, 2024 was $ 82.5 million, calculated based on the current borrowing base less outstanding borrowings, if any, and letters of credit. As of June 30, 2024, the Company was in compliance with its debt covenants under the ABL Agreement. 2026 Notes 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. The following table provides a summary of the Company's purchases of outstanding 2026 Notes during the three and six months ended June 30, 2024, with non-cash gains reported within other income, net (in thousands): Principal Amount Carrying Value of Liability Cash Paid Non-cash Pre-Tax Gains Recognized Three and Six Months Ended June 30, 2024 $ 11,500 $ 11,361 $ 10,846 $ 515 The outstanding 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 (if any) in shares of the Company’s common stock. As of June 30, 2024, 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 Notes bore interest at a rate of 1.50 % per year, and the outstanding principal amount of $ 17.3 million matured and was repaid in full on February 15, 2023. 5. Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, investments, receivables, payables and debt instruments. The Company believes that the carrying values of these instruments, other than the 2026 Notes, on the accompanying consolidated balance sheets approximate their fair values. The estimated fair value of the 2026 Notes as of June 30, 2024 was $ 118.7 million based on quoted market prices (a Level 2 fair value measurement), which compares to the principal amount of $ 123.5 million. 14 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Stockholders’ Equity Common and Preferred Stock The following table provides details with respect to the changes to the number of shares of common stock, $ 0.01 par value, outstanding during the first six months of 2024 (in thousands): Outstanding Shares of common stock outstanding – December 31, 2023 63,327 Restricted stock awards, net of forfeitures 1,414 Shares withheld for taxes on vesting of stock awards ( 409 ) Purchases of treasury stock ( 543 ) Shares of common stock outstanding – June 30, 2024 63,789 As of June 30, 2024 and December 31, 2023, 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 repurchase 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. During the three and six months ended June 30, 2024, the Company purchased 543 thousand shares of common stock under the program at a total cost of $ 2.4 million. The amount remaining under the Company’s share repurchase authorization as of June 30, 2024 was $ 15.8 million. 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 $ 70.0 million at December 31, 2023 to $ 76.2 million at June 30, 2024. For the three and six months ended June 30, 2024 and 2023, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During the six months ended June 30, 2024, the exchange rates for the British pound and the Brazilian real weakened by 1 % and 12 %, respectively, compared to the U.S. dollar, contributing to other comprehensive loss of $ 6.2 million. During the six months ended June 30, 2023, the exchange rates for the British pound and the Brazilian real strengthened by 5 % and 8 %, respectively, compared to the U.S. dollar, contributing to other comprehensive income of $ 7.4 million. 7. Income Taxes Income tax benefit (provision) for the three and six months ended June 30, 2024 and 2023 was calculated using a discrete approach. This methodology was used because changes in the Company’s results of operations and non-deductible expenses can materially impact the estimated annual effective tax rate. For the three months ended June 30, 2024, the Company’s income tax benefit was $ 0.7 million on pre-tax income of $ 0.6 million, which included favorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses. This compares to an income tax expense of $ 0.9 million on pre-tax income of $ 1.4 million, which included certain non-deductible expenses, discrete tax items and a favorable change in valuation allowances recorded against deferred tax assets, for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company’s income tax benefit was $ 0.6 million on a pre-tax loss of $ 12.7 million, which included a $ 10.0 million goodwill impairment charge (approximately $ 7.7 million of which was non-deductible), other non-deductible expenses and favorable changes in valuation allowances recorded against deferred tax assets. This compares to an income tax expense of $ 2.5 million on pre-tax income of $ 5.2 million, which included certain non-deductible expenses, discrete tax items and a favorable change in valuation allowances recorded against deferred tax assets for the six months ended June 30, 2023. 15 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. Net Income (Loss) Per Share The table below provides a reconciliation of the numerators and denominators of basic and diluted net income (loss) per share for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerators: Net income (loss) $ 1,301 $ 558 $ ( 12,073 ) $ 2,716 Less: Income attributable to unvested restricted stock awards ( 31 ) ( 11 ) — ( 53 ) Numerator for basic net income (loss) per share 1,270 547 ( 12,073 ) 2,663 Effect of dilutive securities: Unvested restricted stock awards — — — — Numerator for diluted net income (loss) per share $ 1,270 $ 547 $ ( 12,073 ) $ 2,663 Denominators: Weighted average number of common shares outstanding 64,025 64,061 63,954 64,064 Less: Weighted average number of unvested restricted stock awards outstanding ( 1,542 ) ( 1,258 ) ( 1,461 ) ( 1,250 ) Denominator for basic net income (loss) per share 62,483 62,803 62,493 62,814 Effect of dilutive securities: Performance share units 221 371 — 347 Denominator for diluted net income (loss) per share 62,704 63,174 62,493 63,161 Net income (loss) per share: Basic $ 0.02 $ 0.01 $ ( 0.19 ) $ 0.04 Diluted 0.02 0.01 ( 0.19 ) 0.04 The calculation of diluted earnings per share for the three and six months ended June 30, 2024 excluded 77 thousand shares and 99 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. The calculation of diluted earnings per share for the three and six months ended June 30, 2023 excluded 163 thousand shares and 186 thousand shares, respectively, issuable pursuant to outstanding stock options, due to their antidilutive effect. Additionally, shares issuable upon conversion of the 2026 Notes were excluded due to, among other factors, the Company’s share price. 9. Long-Term Incentive Compensation The following table presents a summary of activity for stock options, service-based restricted stock and stock unit awards, and performance-based stock unit awards for the six months ended June 30, 2024 (in thousands): Stock Options Service-based Restricted Stock Performance- and Service-based Stock Units Outstanding – December 31, 2023 158 1,233 927 Granted — 987 317 Vested and distributed — ( 650 ) ( 444 ) Forfeited ( 81 ) ( 17 ) — Outstanding – June 30, 2024 77 1,553 800 Weighted average grant date fair value (2024 awards) $ 5.88 $ 5.77 The restricted stock program consists of a combination of service-based restricted stock and stock units, as well as performance-based stock units. Service-based restricted stock awards vest on a straight-line basis over a term of three years . Service-based stock unit awards ( 149 thousand outstanding as of June 30, 2024) vest over one year , with the underlying shares issued at a specified future date. Performance-based stock unit awards vest at the end of a three-year period, with the number of 16 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) shares ultimately issued under the program dependent upon achievement of predefined specific performance objectives based on the Company’s cumulative EBITDA over a three-year period. In the event the predefined targets are exceeded for any performance-based award, additional shares up to a maximum of 200 % of the target award may be granted. Conversely, if actual performance falls below the predefined target, the number of shares vested is reduced. If the actual performance falls below the threshold performance level, no shares will vest. The Company issued conditional long-term cash incentive awards (“Cash Awards”) of $ 1.5 million in the first quarters of 2024 and 2023. The performance measure for each of these Cash Awards is relative total stockholder return compared to a peer group of companies over a three-year period. The ultimate dollar amount to be awarded for each annual grant may range from zero to a maximum of $ 3.1 million, limited to their targeted award value ($ 1.5 million) if the Company’s total stockholder return were to be negative over the performance period. Obligations related to the Cash Awards are classified as liabilities and recognized over their respective vesting periods. Stock-based compensation expense recognized during the three and six months ended June 30, 2024 totaled $ 2.3 million and $ 4.1 million, respectively. Stock-based compensation expense recognized during the three and six months ended June 30, 2023 totaled $ 1.8 million and $ 3.4 million, respectively. As of June 30, 2024, there was $ 11.2 million of pre-tax compensation costs related to service-based and performance-based stock awards, which will be recognized in future periods as vesting conditions are satisfied. 17 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. Segments and Related Information The Company operates through three operating segments: Offshore Manufactured Products, Well Site Services and Downhole Technologies. Financial information by operating segment as of and for the three and six months ended June 30, 2024 and 2023 is summarized in the following tables (in thousands). Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three Months Ended June 30, 2024 Offshore Manufactured Products (1) $ 101,556 $ 4,247 $ 14,357 $ 1,552 $ 502,582 Well Site Services (2) 46,421 6,047 ( 535 ) 3,918 177,098 Downhole Technologies 38,406 4,255 ( 1,141 ) 310 279,947 Corporate — 149 ( 10,636 ) 9 41,551 Total $ 186,383 $ 14,698 $ 2,045 $ 5,789 $ 1,001,178 ____________________ (1) Operating income included $ 1.5 million of facility consolidation charges. (2) Operating income included $ 2.9 million in facility consolidation and other charges. Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three Months Ended June 30, 2023 Offshore Manufactured Products $ 78,647 $ 4,075 $ 8,838 $ 4,587 $ 495,983 Well Site Services 64,536 6,564 4,732 5,672 204,437 Downhole Technologies 40,346 4,747 ( 121 ) 246 292,047 Corporate — 151 ( 10,180 ) 265 52,553 Total $ 183,529 $ 15,537 $ 3,269 $ 10,770 $ 1,045,020 Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Six Months Ended June 30, 2024 Offshore Manufactured Products (3) $ 188,413 $ 7,940 $ 24,960 $ 8,773 $ 502,582 Well Site Services (4) 93,713 12,126 ( 954 ) 6,332 177,098 Downhole Technologies (5) 71,519 8,525 ( 13,220 ) 756 279,947 Corporate — 302 ( 19,918 ) 20 41,551 Total $ 353,645 $ 28,893 $ ( 9,132 ) $ 15,881 $ 1,001,178 ____________________ (3) Operating income included $ 3.0 million of facility consolidation charges. (4) Operating income included $ 3.9 million in facility consolidation and other charges. (5) Operating loss included a $ 10.0 million non-cash goodwill impairment charge. Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Six Months Ended June 30, 2023 Offshore Manufactured Products $ 159,152 $ 8,150 $ 16,536 $ 4,946 $ 495,983 Well Site Services 131,594 12,710 11,698 11,444 204,437 Downhole Technologies 88,982 9,615 1,752 671 292,047 Corporate — 318 ( 20,842 ) 277 52,553 Total $ 379,728 $ 30,793 $ 9,144 $ 17,338 $ 1,045,020 18 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables provide supplemental disaggregated revenue from contracts with customers by operating segment for the three and six months ended June 30, 2024 and 2023 (in thousands): Offshore Manufactured Products Well Site Services Downhole Technologies Total 2024 2023 2024 2023 2024 2023 2024 2023 Three Months Ended June 30 Project-driven: Products $ 59,752 $ 45,455 $ — $ — $ — $ — $ 59,752 $ 45,455 Services 31,024 24,846 — — — — 31,024 24,846 Total project-driven 90,776 70,301 — — — — 90,776 70,301 Military and other products 10,780 8,346 — — — — 10,780 8,346 Short-cycle: Products — — — — 38,047 38,829 38,047 38,829 Services — — 46,421 64,536 359 1,517 46,780 66,053 Total short-cycle — — 46,421 64,536 38,406 40,346 84,827 104,882 $ 101,556 $ 78,647 $ 46,421 $ 64,536 $ 38,406 $ 40,346 $ 186,383 $ 183,529 Offshore Manufactured Products Well Site Services Downhole Technologies Total 2024 2023 2024 2023 2024 2023 2024 2023 Six Months Ended June 30 Project-driven: Products $ 112,889 $ 94,072 $ — $ — $ — $ — $ 112,889 $ 94,072 Services 56,257 49,476 — — — — 56,257 49,476 Total project-driven 169,146 143,548 — — — — 169,146 143,548 Military and other products 19,267 15,604 — — — — 19,267 15,604 Short-cycle: Products — — — — 70,752 82,794 70,752 82,794 Services — — 93,713 131,594 767 6,188 94,480 137,782 Total short-cycle — — 93,713 131,594 71,519 88,982 165,232 220,576 $ 188,413 $ 159,152 $ 93,713 $ 131,594 $ 71,519 $ 88,982 $ 353,645 $ 379,728 Revenues from products and services transferred to customers over time accounted for approximately 66 % of consolidated revenues for both the six months ended June 30, 2024 and 2023. The balance of revenues for the respective periods relates to products and services transferred to customers at a point in time. As of June 30, 2024, the Company had $ 202 million of remaining backlog related to contracts with an original expected duration of greater than one year. Approximately 36 % of this remaining backlog is expected to be recognized as revenue over the remaining six months of 2024, with an additional 34 % recognized in 2025 and the balance thereafter. 19 Table of Contents OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11. 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. 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 covered by insurance, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. 20 Table of Contents C autionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q and other statements we make contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” included in our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2024. You can typically identify “forward-looking statements” by the use of forward-looking words such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” “forecast,” “proposed,” “should,” “seek,” and other similar words. Such statements may relate to our future financial position, budgets, capital expenditures, projected costs, plans and objectives of management for future operations and possible future strategic transactions. Actual results frequently differ from assumed facts and such differences can be material, depending upon the circumstances. While we believe we are providing forward-looking statements expressed in good faith and on a reasonable basis, there can be no assurance that actual results will not differ from such forward-looking statements. The following are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, us: • the impact of the ongoing military actions in Europe and the Middle East, including, but not limited to, energy market disruptions, supply chain disruptions and increased costs, government sanctions, and delays or potential cancellation of planned customer projects; • the ability and willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations to set and maintain oil production levels and pricing; • the level of supply of and demand for oil and natural gas; • fluctuations in the current and future prices of oil and natural gas; • the level of exploration, drilling and completion activity; • the cyclical nature of the oil and natural gas industry; • the level of offshore oil and natural gas developmental activities; • the financial health and consolidation of our customers; • the impact of environmental matters, including executive actions and regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally; • new rules by the SEC relating to the disclosure of a range of climate-related information and risks; • political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change; • the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities; • general global economic conditions; • global weather conditions and natural disasters, including hurricanes in the Gulf of Mexico; • our ability to protect and enforce our intellectual property rights; • changes in tax laws and regulations; • supply chain disruptions; • the impact of tariffs and duties on imported materials and exported finished goods; • our ability to timely obtain and maintain critical permits for operating facilities; • our ability to attract and retain skilled personnel; • negative outcome of litigation, threatened litigation or government proceedings; • our ability to develop new competitive technologies and products; 21 Table of Contents • inflation, including our ability to increase prices to our customers as our costs increase; • fluctuations in currency exchange rates; • physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy; • the cost of capital in the bank and capital markets and our ability to access them; • the impact of disruptions in the bank and capital markets; • our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and • the other factors identified in “Part I, Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K, as well as in “Part II, Item 1A. Risk Factors” included in this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified above may not necessarily be all of the important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility to publicly release the result of any revision of our forward-looking statements after the date they are made. In addition, in certain places in this Quarterly Report on Form 10-Q, we refer to information and reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our stockholders and in an effort to provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.