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OIL STATES INTERNATIONAL, INC

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 30, 2026

OIS$8.50+1.9%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001121484-26-000023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001121484-26-000033

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 89 previous paragraphs and 123 current paragraphs.

36 unchanged; 52 reworded; 29 added; 1 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 7 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (29)

Current report

(2)During the three and six months ended June 30, 2025, we recognized charges of $1.2 million within the Downhole Technologies segment, associated primarily with the exit of a leased facility.

Current report

Revenues. Consolidated total revenues in the second quarter of 2026 decreased $8.7 million, or 5%, from the second quarter of 2025 due primarily to our exit of underperforming service offerings and facilities over the past 15 months and lower project-driven product sales. Excluding the impact of exited operations, consolidated revenues decreased $2.5 million, or 2%, year-over-year.

Current report

Consolidated product revenues in the second quarter of 2026 decreased $8.6 million, or 8%, from the second quarter of 2025, with the impact of lower project-driven product sales partially offset by higher customer demand for completion and perforating products. Consolidated service revenues in the second quarter of 2026 were comparable to the second quarter of 2025, with higher project-driven service activity offset by the impact of our exit of certain underperforming U.S. land-based service offerings and lower customer activity in the Middle East.

Current report

Consolidated product costs in the second quarter of 2026 decreased $6.2 million, or 7%, from the second quarter of 2025 correlated primarily with the reduction in revenues. Consolidated service costs in the second quarter of 2026 decreased $1.2 million, or 3%, from the second quarter of 2025, due to strategic actions implemented in our U.S. land-based operations to improve reported results.

Current report

Selling, General and Administrative Expense. Selling, general and administrative expense was $23.1 million in the second quarter of 2026. This compares to an expense of $23.0 million in the second quarter of 2025, with the impact of implemented cost reduction measures partially offset by $1.7 million of executive transition costs associated with the pending retirement of our former President and Chief Executive Officer and higher short-term incentive compensation accruals. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion of executive transition costs.

Current report

Impairments of Operating Lease Assets. In the second quarter of 2025, management continued its restructuring efforts to reduce costs in its U.S. land-based operations. As a result of these decisions, our Completion and Production Services and Downhole Technologies segments recognized non-cash impairment charges totaling $1.4 million in connection with its exit of leased locations. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Current report

Other Operating Income, Net. Other operating income, net primarily includes gains and losses recognized on the sale of property and equipment and costs related to assets held for sale within Corporate in 2026. In the second quarter of 2026, we recognized $1.4 million of facility exit costs associated with assets held for sale within Corporate and a gain of $4.1 million in connection with the sale of a facility classified within assets held for sale. During the second quarter of 2025, we recognized gains of $2.6 million associated with the sale of assets.

Current report

Operating Income (Loss). Our consolidated operating income was $11.7 million in the second quarter of 2026, which included $1.7 million in executive transition costs and $1.4 million in charges associated with the continued exit of our U.S. land-based facilities. This compares to second quarter 2025 consolidated operating income of $5.3 million, which included $1.4 million in operating lease asset impairment charges and $2.3 million of charges associated with facility exits and other management actions. Excluding these charges, operating income increased by $5.8 million year-over-year, with the impact of the $3.8 million decrease in depreciation and amortization expense and an incremental increase of $1.9 million in gains on the sale of assets, partially offset by the impact of the decline in revenue.

Current report

Other Income (Expense), Net. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes, with a combination of $50.5 million in cash and the issuance of 529,428 shares of our common stock. With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million associated with the extinguishment of the 2026 Notes at a premium in the second quarter of 2026. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the extinguishment of the 2026 Notes.

Current report

Interest Expense, Net. Net interest expense totaled $0.5 million in the second quarter of 2026, due to the retirement of the 2026 Notes on April 1. This compares to $1.7 million in the same period of 2025.

Current report

Revenues. Our Offshore Manufactured Products segment revenues decreased $13.9 million, or 13%, in the second quarter of 2026 compared to the second quarter of 2025 due to lower project-driven product sales, partially offset by the impact of higher service activity.

Current report

Operating Income. Our Offshore Manufactured Products segment reported operating income of $13.9 million in the second quarter of 2026. This compares to operating income in the second quarter of 2025 of $17.0 million. The $3.1 million decline in operating income was driven primarily by the revenue decline.

Current report

Backlog. Backlog in our Offshore Manufactured Products segment totaled $451 million as of June 30, 2026, with second quarter 2026 bookings of $114 million and a quarterly book-to-bill ratio of 1.2x.

Current report

Revenues. Our Completion and Production Services segment revenues decreased $5.2 million, or 18%, in the second quarter of 2026 compared to the prior-year period, driven by the exit of underperforming U.S. land-based service offerings and facilities and lower customer activity in the Middle East. Excluding the impact of exited operations, revenues increased $1.1 million, or 5%, year-over-year.

Current report

Operating Income. Our Completion and Production Services segment reported operating income of $3.9 million in the second quarter of 2026. This compares to operating income of $1.9 million in the second quarter of 2025, which included charges totaling $2.2 million associated primarily with the exit of service locations. Excluding these 2025 charges, the Completion and Production Services segment’s operating income declined $0.1 million from the prior-year period, due primarily to a $2.2 million reduction in gains on the sale of assets, substantially offset by a $1.6 million reduction in depreciation and amortization expense and strategic actions implemented to improve reported results.

Current report

Revenues. Our Downhole Technologies segment revenues increased $10.3 million, or 35%, in the second quarter of 2026 from the prior-year period, driven by higher demand for perforating and completion products following our new product introductions.

Current report

Operating Income (Loss). Our Downhole Technologies segment reported operating income of $2.7 million in the second quarter of 2026. This compares to an operating loss of $4.0 million in the second quarter of 2025, which included charges totaling $1.2 million primarily associated with the exit of a leased facility. Excluding these 2025 charges, the Downhole Technologies operating results improved $5.5 million year-over-year, driven primarily by the reported increase in revenues and a $2.5 million reduction in depreciation and amortization expense.

Current report

Operating Loss. Corporate expenses totaled $8.9 million in the second quarter of 2026, which included a $4.1 million gain recognized on the sale of a previously idled facility, $1.7 million of executive transition costs and $1.4 million in charges associated with ongoing actions to monetize assets held for sale. This compares to Corporate expenses of $9.6 million in the second quarter of 2025. Excluding the 2026 charges and credits, Corporate expenses increased $0.4 million year-over-year due primarily to higher short-term incentive compensation accruals.

Current report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Current report

We reported net income for the six months ended June 30, 2026 of $7.0 million, or $0.12 per share. The reported net income included net charges of $6.6 million ($6.6 million after tax, or $0.11 per share) associated primarily with the continued exit of certain of our U.S. land-based facilities, debt extinguishment and executive transition, partially offset by a gain on facility disposal. These results compare to net income for the six months ended June 30, 2025 of $6.0 million, or $0.10 per share, which included net charges of $4.2 million ($3.3 million after tax, or $0.06 per share) associated with the restructuring of certain of our U.S. land-based operations, facility consolidations and closures, and personnel reductions, partially offset by gains associated with debt extinguishment.

Current report

Impairment of Operating Lease Assets. In the first six months of 2025, management continued its restructuring efforts to reduce costs in its U.S. land-based operations. As a result of these decisions, our Completion and Production Services and Downhole Technologies segments recognized non-cash impairment charges totaling $1.4 million in connection with its exit of leased locations. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Current report

Other Operating Income, Net. Other operating income, net primarily includes gains and losses recognized on the sale of property and equipment and costs related to assets classified as held for sale within Corporate in 2026. During the first six months of 2026, we recognized $3.9 million of facility exit costs associated with assets held for sale within Corporate. Gains recognized on the sale of assets during the first six months of 2026 and 2025 each totaled $4.8 million.

Current report

Other Income (Expense), Net. On April 1, 2026, we retired $52.7 million of outstanding principal of the 2026 Notes at a premium and recognized an associated pre-tax loss of $3.6 million.

Current report

During the six months ended June 30, 2026, $5.1 million in repurchases of common stock were made under this program. The amount remaining under our share repurchase authorization as of June 30, 2026 was $19.6 million.
Removed paragraphs (1)

Previous report

Other Operating Income, Net. During the first three months of 2026, we recognized $2.5 million of facility exit cost associated with assets held for sale within our Corporate operations.
Reworded paragraphs (52)

Previous wording

(2)On April 24, 2026, the spot price per barrel of Brent and WTI crude oil closed at $111.86 and $98.42, respectively.

Current wording

(2)On July 28, 2026, the spot price per barrel of Brent and WTI crude oil closed at $85.51 and $80.91, respectively.

Previous wording

The spot price per barrel of Brent crude oil increased $65, or 107%, during the first quarter of 2026 to $127 as of March 31, 2026 following the escalation of military actions in the Middle East in late-February 2026. These evolving military actions have resulted in customer delays in project awards, cost increases and supply-chain and logistical constraints in the Middle East region, which have negatively impacted demand for our products and services in the area and limited our access to and increased the price of explosive powders used in our perforating operations during the first quarter of 2026. The conflict has also resulted in damage to crude oil refining and storage facilities and severely limited tanker access to the region, causing operators to shut in or limit crude oil production. Continuation or expansion of these military hostilities and export constraints in the Middle East will likely negatively impact our results of operations over the balance of 2026 and possibly beyond. As a major oil producer, Iran’s involvement has heightened concerns over potential supply disruptions and transportation risks, contributing to significant volatility in global oil and natural gas prices. In particular, the restriction or cessation of maritime traffic through the Strait of Hormuz has significantly depressed global supply of oil and natural gas, resulting in increased volatility and overall elevated prices, as well as causing overall disruptions in global commodities markets. While the ultimate impact and magnitude of these disruptions is currently unknown, a prolonged interruption to the global commodities markets has the potential to materially adversely affect our business and operations and those of our suppliers and customers. Further, in late April 2026, the United Arab Emirates (“UAE”) announced that it was withdrawing from OPEC, and as a result, would no longer be subject to OPEC imposed production cuts. While no other countries have yet followed the UAE in leaving OPEC, increased oil and gas production from the UAE, along with any other country that may leave OPEC, could increase global oil and gas supply, resulting in lower oil and gas prices.

Current wording

The spot price per barrel of Brent crude oil averaged $103 in the second quarter of 2026, an increase of $39, or 61%, from the fourth quarter of 2025 following the escalation of military actions in the Middle East in late-February 2026. Despite the increases in crude oil prices, these evolving military actions have resulted in customer delays in project awards, cost increases and supply-chain and logistical constraints in the Middle East region, which have negatively impacted demand for our products and services in the area and limited our access to and increased the price of certain raw materials and other products used in our operations during the first half of 2026. The conflict has also resulted in damage to crude oil refining and storage facilities and severely limited tanker access to the region, causing operators to shut in or limit crude oil production. Continuation or expansion of these military hostilities and export constraints in the Middle East will likely negatively impact our results of operations over the balance of 2026 and possibly beyond. As a major oil producer, Iran’s involvement has heightened concerns over potential supply disruptions and transportation risks, contributing to significant volatility in global oil and natural gas prices. In particular, the restriction or cessation of maritime traffic through the Strait of Hormuz has significantly depressed global supply of oil and natural gas, resulting in increased volatility and overall elevated prices, as well as causing overall disruptions in global commodities markets. While the ultimate impact and magnitude of these disruptions is currently unknown, a prolonged interruption to the global commodities markets has the potential to materially adversely affect our business and operations and those of our suppliers and customers. Further, in late April 2026, the United Arab Emirates (“UAE”) announced that it was withdrawing from OPEC, and as a result, would no longer be subject to OPEC imposed production controls. While no other countries have yet followed the UAE in leaving OPEC, increased oil and gas production from the UAE, along with any other country that may leave OPEC, could increase global oil and gas supply, resulting in lower oil and gas prices.

Previous wording

In addition, the imposition of broad based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy. These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S. land-based market and have increased the cost of certain products we manufacture in the United States when compared to the first quarter of 2025.

Current wording

In addition, the imposition of broad based trade tariffs by the United States has led to ongoing uncertainty regarding the future effect of reciprocal and other trade tariffs on the global economy. These factors have negatively impacted the demand for and pricing of our products and services provided to the U.S. land-based market and have increased the cost of certain products we manufacture in the United States.

Previous wording

We implemented certain initiatives in 2025, which have continued into 2026, to optimize our operations and improve future returns. These actions were concentrated in our U.S. land-focused service operations and included: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; the exit of previously closed facilities; and reductions in our U.S. workforce. We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, market competitiveness and management decisions. As a result of these events, actions and assessments, our reported pre-tax results for the first three months of 2026 included $2.7 million of costs associated primarily with facility exits as well as $1.4 million in non-cash asset impairment charges.

Current wording

We implemented certain initiatives in 2025, which have continued into 2026, to optimize our operations and improve future returns. These actions were concentrated in our U.S. land-focused service operations and included: the consolidation, relocation and exit of certain operating locations; the exit of certain service offerings; the exit of previously closed facilities; and reductions in our U.S. workforce. We also assessed the carrying value of certain long-lived and other assets based on the industry outlook regarding overall demand for and pricing of our products and services, market competitiveness and management decisions. As a result of these events, actions and assessments, our reported pre-tax results for the first six months of 2026 included $4.1 million of costs associated primarily with facility exits as well as $1.4 million in non-cash asset impairment charges.

Previous wording

On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility (the “Term Loan Facility”), replacing our existing asset-based credit agreement (the “ABL Agreement”). See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.

Current wording

On January 28, 2026, we entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for original aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility, which was available for a six-month period (the “Term Loan Facility”). The Cash Flow Credit Agreement replaced our existing asset-based credit agreement (the “ABL Agreement”). Subsequent to June 30, 2026, the Company repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility, and the remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026. See Note 4, “Long-Term Debt,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding the Cash Flow Credit Agreement.

Previous wording

On April 1, 2026, we retired the outstanding $52.7 million principal amount of our 4.75% convertible senior notes (the “2026 Notes”) with a combination of: $25.5 million of cash on-hand; borrowings of $25.0 million under the Revolving Credit Facility; and the issuance of 529,428 shares of our common stock (with a fair value of $5.9 million). We will recognize a pre-tax loss of $3.6 million on the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

Current wording

On April 1, 2026, we retired $52.7 million of outstanding principal of our 4.75% convertible senior notes (the “2026 Notes”) with a combination of $50.5 million of cash and the issuance of 529,428 shares of our common stock. With the election by substantially all holders of the outstanding 2026 Notes to convert the instruments into shares of our common stock at maturity, we recognized a pre-tax loss of $3.6 million on the extinguishment of the 2026 Notes at a premium in the second quarter of 2026.

Previous wording

Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the military and industrial markets. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers’ longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 90% of Offshore Manufactured Products segment sales in the first three months of 2026 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. Deepwater oil and gas development projects may also be impacted by federal legislative and regulatory actions, including the OBBBA, which mandates that the Bureau of Ocean Energy Management conduct at least two offshore lease sales annually, of a minimum of 80 million acres (if available), in the Central and Western Gulf of America Planning Areas for the next 15 years. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities.

Current wording

Our Offshore Manufactured Products segment provides technology-driven, highly-engineered products and services for offshore oil and natural gas drilling, completion and production systems and facilities globally, as well as certain products and services to the military and industrial markets. This segment is particularly influenced by global spending on deepwater drilling and production, which is primarily driven by our customers’ longer-term commodity demand forecasts and outlook for crude oil and natural gas prices. Approximately 91% of our Offshore Manufactured Products segment’s sales in the first six months of 2026 were driven by our customers’ capital spending for products and services used in exploratory and developmental drilling, greenfield offshore production infrastructure, and subsea pipeline tie-in and repair system applications, along with upgraded equipment for existing offshore drilling rigs and other vessels (referred to herein as “project-driven products and services”). Deepwater oil and gas development projects typically involve significant capital investments and multi-year development plans. Such projects are generally undertaken by larger exploration, field development and production companies (primarily international oil companies and state-run national oil companies) using relatively conservative crude oil and natural gas pricing assumptions. Given the long lead times associated with field development, we believe some of these deepwater projects, once approved for development, are generally less susceptible to change based on short-term fluctuations in the price of crude oil and natural gas. Deepwater oil and gas development projects may also be impacted by federal legislative and regulatory actions, including the OBBBA, which mandates that the Bureau of Ocean Energy Management conduct at least two offshore lease sales annually, of a minimum of 80 million acres (if available), in the Central and Western Gulf of America Planning Areas for the next 15 years. Additionally, we are investing in research and product development (and have been awarded select contracts and are bidding on additional projects) to facilitate the development of alternative energy sources, including offshore wind and deep-sea mineral gathering opportunities.

Previous wording

Backlog reported by our Offshore Manufactured Products segment decreased to $430 million as of March 31, 2026 from $435 million as of December 31, 2025. Bookings totaled $84 million in the first quarter of 2026, yielding a book-to-bill ratio of 0.9x. The following table sets forth backlog as of the dates indicated (in millions).

Current wording

Backlog reported by our Offshore Manufactured Products segment increased to $451 million as of June 30, 2026 from $435 million as of December 31, 2025. Bookings totaled $114 million in the second quarter of 2026, yielding a quarterly book-to-bill ratio of 1.2x (1.1x year-to-date). The following table sets forth backlog as of the dates indicated (in millions).

Previous wording

Our Completion and Production Services segment provides completion and production services in the United States (including the Gulf of America) and internationally. Over recent years, the segment has exited the majority of its U.S. land-based service operations in response to reductions in activity levels and highly competitive market conditions. The Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly crude oil prices, given the short-term, call-out nature of its operations. We primarily supply equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our operations.

Current wording

Our Completion and Production Services segment provides services in the United States (including the Gulf of America) and internationally. Over recent years, the segment has exited the majority of its U.S. land-based service operations in response to reductions in activity levels and highly competitive market conditions. The Completion and Production Services segment’s results, are sensitive to near-term fluctuations in commodity prices, particularly crude oil prices, given the short-term, call-out nature of its operations. We primarily supply rental equipment and service personnel utilized in the completion of, and initial production from, new and recompleted wells in our operations.

Previous wording

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In the first quarter of 2026, the U.S. Supreme Court struck down broad tariffs previously imposed through executive orders under the International Emergency Economic Powers Act of 1977 on a wide range of imported goods. In response, President Trump implemented a 10% import surcharge on a broad range of goods under Section 122 of the Trade Act of 1974, which are currently scheduled to expire in July 2026 unless extended. These new tariffs target various categories of imports, including certain raw materials used in our operations, such as steel, aluminum and copper. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, Chinese export restrictions on tungsten-related and other products used by us, existing trade agreements, anti-dumping and countervailing duty regulations and more.

Current wording

We use a variety of domestically produced and imported raw materials and component products, including steel, in the manufacture of our products. Beginning in the first quarter of 2025, the United States imposed new or additional tariffs, through executive orders, on a variety of imported raw materials and products, including steel and aluminum. In response to the U.S. tariffs on steel and aluminum, the European Union and several other countries, including Canada and China, have threatened and/or imposed retaliatory tariffs. In the first quarter of 2026, the U.S. Supreme Court struck down broad tariffs previously imposed through executive orders under the International Emergency Economic Powers Act of 1977 on a wide range of imported goods. In response, President Trump implemented a 10% import surcharge on a broad range of goods under Section 122 of the Trade Act of 1974, which expired on July 24, 2026 pursuant to the statute's 150-day limitation. President Trump also implemented 10% to 12.5% tariffs on imports from sixty economies under Section 301 of the Trade Act of 1974. These tariffs, effective July 24, 2026, target various categories of imports, including certain raw materials used in our operations, such as steel, aluminum and copper. We continue to monitor the effects of the ever-evolving global trade landscape, including with respect to sanctions, tariffs, Chinese export restrictions on tungsten-related and other products used by us, existing trade agreements, anti-dumping and countervailing duty regulations and more.

Previous wording

Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate. We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.

Current wording

Other factors that can affect our business and financial results include but are not limited to: the general global economic environment; competitive pricing pressures; customer consolidations; labor market constraints; supply chain and logistic disruptions; inflation in wages, materials, parts, equipment and other costs; climate-related and other regulatory changes; geopolitical conflicts and tensions; management’s implementation of strategic decisions; public health crises; natural disasters; industrial accidents; trade restrictions; adoption of new or increases in tariffs; and changes in tax laws in the United States and in the international markets in which we operate. We continue to monitor the global economy, the prices of and demand for crude oil and natural gas, and the resultant impact on the capital spending plans and operations of our customers in order to plan and manage our business.

Previous wording

For more information on our health and safety policy and other workforce policies, please see “Part I, Item 1. Business – Human Capital” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

For more information on our health and safety policy and other workforce policies, please see “Part I, Item 1. Business – Human Capital” in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report filed on Form 10-K/A.

Previous wording

This selected financial data should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes included in “Part I, Item 1. Financial Statements” of this Quarterly Report on Form 10-Q and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included in “Part II, Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report on Form 10-K/A, in order to understand factors, such as charges, which may impact comparability of the selected financial data.

Current wording

This selected financial data should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes included in “Part I, Item 1. Financial Statements” of this Quarterly Report on Form 10-Q and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes included in “Part II, Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our Annual Report on Form 10-K/A, in order to understand factors, such as charges and credits, which may impact comparability of the selected financial data.

Previous wording

The following summarizes our consolidated results of operations for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts):

Current wording

The following summarizes our consolidated results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):

Previous wording

We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the three months ended March 31, 2026 and 2025 is summarized below (in thousands):

Current wording

We manage and measure our business performance in three operating segments: Offshore Manufactured Products, Completion and Production Services and Downhole Technologies. Supplemental financial information by operating segment for the three and six months ended June 30, 2026 and 2025 is summarized below (in thousands):

Previous wording

(1)During the first three months of 2025, we recognized charges of $0.9 million within the Completion and Production Services segment, associated primarily with the consolidation and exit of certain underperforming service locations.

Current wording

(1)During the three and six months ended June 30, 2025, we recognized charges of $2.2 million and $3.1 million, respectively, within the Completion and Production Services segment, associated primarily with the exit of service locations.

Previous wording

(2)During the first three months of 2026, we recognized facility exit charges of $2.5 million and a non-cash impairment charge of $1.4 million associated with assets held for sale recorded in Corporate operations.

Current wording

(3)During the three and six months ended June 30, 2026, we recognized: facility exit charges of $1.4 million and $3.9 million, respectively, associated with assets held for sale; a $4.1 million gain associated with the sale of a previously idled facility; and $1.7 million of executive transition costs associated with the pending retirement of our former President and Chief Executive Officer. Additionally, during the six months ended June 30, 2026, we recognized a non-cash impairment charge of $1.4 million associated with assets held for sale.

Previous wording

For further discussion of charges recognized during the three months ended March 31, 2026 and 2025, see Note 2, “Asset Impairments and Other Charges,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Current wording

For further discussion of charges recognized during the three and six months ended June 30, 2026 and 2025, see Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Previous wording

We reported net income for the three months ended March 31, 2026 of $1.1 million, or $0.02 per share. The net income included restructuring and asset impairment charges of $4.1 million ($4.1 million after tax, or $0.07 per share) associated with the continued exit of certain of our U.S. land-based operations. These results compare to net income for the three months ended March 31, 2025 of $3.2 million, or $0.05 per share.

Current wording

We reported net income for the three months ended June 30, 2026 of $5.9 million, or $0.10 per share. The reported second quarter net income included net charges of $2.5 million ($2.5 million after tax, or $0.04 per share) associated with debt extinguishment, executive transition and the continued exit of U.S. land-based facilities, partially offset by a gain on facility disposal. These results compare to net income for the three months ended June 30, 2025 of $2.8 million, or $0.05 per share, which included net charges of $3.3 million ($2.6 million after tax, or $0.04 per share) associated primarily with the exit of U.S. land-based facilities and personnel reductions, partially offset by gains associated with debt extinguishment.

Previous wording

Our results of operations for the first three months of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, a transitory decrease in capital investments by our offshore and international customers, disruptions resulting from the military conflict in Iran and increased U.S. trade tariffs.

Current wording

Our results of operations for the first six months of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, a transitory decrease in capital investments by our offshore and international customers, disruptions resulting from the military conflict in Iran and increased U.S. trade tariffs.

Previous wording

Revenues. Consolidated total revenues in the first three months of 2026 decreased $14.6 million, or 9%, from the first three months of 2025 driven primarily by our exit of underperforming service offerings and locations over the past 15 months. Excluding the impact of exited operations, consolidated revenues declined $3.1 million year-over-year.

Current wording

Revenues. Consolidated total revenues in the first six months of 2026 decreased $23.3 million, or 7%, from the first six months of 2025 driven primarily by our exit of underperforming service offerings and locations over the past 18 months. Excluding the impact of exited operations, consolidated revenues declined $5.6 million, or 2%, year-over-year.

Previous wording

Consolidated product revenues in the first three months of 2026 decreased $8.0 million, or 8%, from the first three months of 2025, due to lower connector, valve and production platform product sales. Consolidated service revenues in the first three months of 2026 decreased $6.6 million, or 11%, from the first three months of 2025. This decrease was concentrated in the United States, given our exit of certain underperforming land-based service offerings, partially offset by higher project-driven service activity.

Current wording

Consolidated product revenues in the first six months of 2026 decreased $16.6 million, or 8%, from the first six months of 2025, due to lower project-driven connector, valve and crane product sales partially offset by higher perforating and completion product revenues. Consolidated service revenues in the first six months of 2026 decreased $6.8 million, or 6%, from the first six months of 2025. This decrease was driven by the exit of underperforming U.S. land-based service offerings and lower customer activity in the Middle East, partially offset by higher project-driven service activity.

Previous wording

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the first three months of 2026 decreased $11.1 million, or 9%, compared to the first three months of 2025.

Current wording

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the first six months of 2026 decreased $18.5 million, or 7%, compared to the first six months of 2025.

Previous wording

Consolidated product costs in the first three months of 2026 decreased $6.0 million, or 7%, compared to the first three months of 2025 due primarily to reduction in revenues. Consolidated service costs in the first three months of 2026 decreased $5.1 million, or 12%, compared to the first three months of 2025, due to lower revenue levels and the strategic actions implemented in our U.S. land-based operations to improve reported results.

Current wording

Consolidated product costs in the first six months of 2026 decreased $12.2 million, or 7%, compared to the first six months of 2025 due primarily to reduction in revenues. Consolidated service costs in the first six months of 2026 decreased $6.3 million, or 8%, compared to the first six months of 2025, due to lower revenue levels and the strategic actions implemented in our U.S. land-based operations to improve reported results.

Previous wording

Selling, General and Administrative Expense. Selling, general and administrative expense totaled $20.0 million in the first three months of 2026, which compares to expense of $22.5 million in the first three months of 2025. This year-over-year decrease is primarily associated with reduced personnel levels and short-term incentive compensation accruals.

Current wording

Selling, General and Administrative Expense. Selling, general and administrative expense totaled $43.2 million in the first six months of 2026, which compares to expense of $45.5 million in the first six months of 2025. This year-over-year decrease is primarily associated with reduced personnel levels and commissions, partially offset by $1.7 million in executive transition costs.

Previous wording

Depreciation and Amortization Expense. Depreciation and amortization expense in the first three months of 2026 decreased $3.8 million, or 32%, compared to the prior-year period due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.

Current wording

Depreciation and Amortization Expense. Depreciation and amortization expense in the first six months of 2026 decreased $7.7 million, or 32%, compared to the prior-year period due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.

Previous wording

Impairment of Assets Held for Sale. During the first three months of 2026, we made a decision to sell additional equipment, which was reclassified to assets held for sale. The carrying value of these assets held for sale were reduced to their estimated fair value, resulting in the recognition of a $1.4 million non-cash impairment charge. See Note 2, “Asset Impairments and Other Charges,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Current wording

Impairment of Assets Held for Sale. During the first six months of 2026, management made a decision to sell additional equipment, which was reclassified to assets held for sale. The carrying value of these assets held for sale were reduced to their estimated fair value, resulting in the recognition of a $1.4 million non-cash impairment charge. See Note 2, “Charges and Credits,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional discussion.

Previous wording

Operating Income. Our consolidated operating income was $4.3 million in the first three months of 2026, which included $1.4 million in non-cash asset impairment charges as well as other charges totaling $2.7 million associated with the continued exit of our U.S. land-based operations and facilities. This compares to a consolidated operating income of $5.6 million in the first three months of 2025, which included $0.9 million associated with facility consolidations and exits. Excluding these charges, operating results improved by $1.8 million year-over-year, with the impact of a $3.8 million decrease in depreciation and amortization expense substantially offset by the impact of the revenue decline and lower gains on the sale of assets.

Current wording

Operating Income. Our consolidated operating income was $16.0 million in the first six months of 2026, which included charges totaling $4.1 million associated with the continued exit of our U.S. land-based facilities, $1.7 million of executive transition costs and $1.4 million in non-cash asset impairment charges. This compares to a consolidated operating income of $10.9 million in the first six months of 2025, which included $1.4 million in operating lease asset impairment charges as well as charges totaling $3.2 million associated with facility consolidations and exits and other management actions. Excluding these charges, operating results improved by $7.6 million year-over-year, driven by a $7.7 million decrease in depreciation and amortization expense and implemented cost reduction measures, partially offset by the impact of the decline in revenue.

Previous wording

Interest Expense, Net. Net interest expense totaled $1.2 million in the first three months of 2026, which compares to $1.6 million in the first three months of 2025. Interest expense as a percentage of total debt outstanding was approximately 8% in the first three months of 2026 and 7% in the first three months of 2025.

Current wording

Interest Expense, Net. Net interest expense totaled $1.7 million in the first six months of 2026, which compares to $3.3 million in the first six months of 2025. The year-over-year decline in net interest expense was driven by the April 1, 2026 retirement of the 2026 Notes.

Previous wording

Income Tax. For the first three months of 2026, our income tax provision was $2.1 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $3.3 million. This compares to an income tax provision of $1.0 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the first three months of 2025.

Current wording

Income Tax. For the first six months of 2026, our income tax provision was $4.2 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $11.2 million. This compares to an income tax provision of $2.5 million, which included the impact of certain discrete tax items and other non-deductible expenses, on pre-tax income of $8.4 million for the first six months of 2025.

Previous wording

Other Comprehensive Income (Loss). Reported comprehensive income (loss) is the sum of reported net income and other comprehensive income (loss). Other comprehensive loss was $1.2 million in the first three months of 2026 compared to other comprehensive income of $5.5 million in the first three months of 2025 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments. For the first three months of 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During the first three months of 2026, the exchange rate for the British pound weakened compared to the U.S. dollar while the Brazilian real strengthened compared to the U.S. dollar. This compares to the first three months of 2025, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Current wording

Other Comprehensive Income (Loss). Reported comprehensive income is the sum of reported net income and other comprehensive income (loss). Other comprehensive loss was $0.5 million in the first six months of 2026 compared to other comprehensive income of $14.6 million in the first six months of 2025 due to fluctuations in foreign currency exchange rates compared to the U.S. dollar for certain of the international operations of our operating segments. For the first six months of 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income (loss) were primarily attributable to the United Kingdom and Brazil. During the first six months of 2026, the exchange rate for the British pound weakened compared to the U.S. dollar while the Brazilian real strengthened compared to the U.S. dollar. This compares to the first six months of 2025, when the exchange rates for both the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Previous wording

Revenues. Our Offshore Manufactured Products segment revenues declined $1.2 million, or 1%, in the first three months of 2026 compared to the first three months of 2025 due primarily to lower demand for the segment’s international and offshore project-driven connector, valve and production platform products, substantially offset by higher service activity.

Current wording

Revenues. Our Offshore Manufactured Products segment revenues declined $15.0 million, or 8%, in the first six months of 2026 compared to the first six months of 2025 due primarily to lower sales of project-driven connector, valve and crane products, partially offset by higher service activity.

Previous wording

Operating Income. Our Offshore Manufactured Products segment reported operating income of $14.4 million in the first three months of 2026. This compares to operating income of $14.3 million in the first three months of 2025.

Current wording

Operating Income. Our Offshore Manufactured Products segment reported operating income of $28.3 million in the first six months of 2026. This compares to operating income of $31.3 million in the first six months of 2025. The $2.9 million decline in operating income was driven primarily by the revenue decline.

Previous wording

Backlog. Backlog in our Offshore Manufactured Products segment totaled $430 million as of March 31, 2026 compared to $435 million as of December 31, 2025. Bookings during the first three months of 2026 were $84 million, yielding a book-to-bill ratio of 0.9x.

Current wording

Backlog. Backlog in our Offshore Manufactured Products segment totaled $451 million as of June 30, 2026 compared to $435 million as of December 31, 2025. Bookings during the first six months of 2026 were $199 million, yielding a book-to-bill ratio of 1.1x.

Previous wording

Revenues. Our Completion and Production Services segment revenues decreased $13.0 million, or 38%, in the first three months of 2026 compared to the first three months of 2025, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities. Excluding the impact of exited operations, revenues decreased $1.6 million year-over-year.

Current wording

Revenues. Our Completion and Production Services segment revenues decreased $18.2 million, or 28%, in the first six months of 2026 compared to the first six months of 2025, driven primarily by the exit of underperforming U.S. land-based service offerings and facilities. Excluding the impact of exited operations, revenues decreased $0.5 million year-over-year.

Previous wording

Operating Income. Our Completion and Production Services segment reported operating income of $3.5 million in the first three months of 2026. This compares to operating income of $3.5 million in the first three months of 2025, which included charges totaling $0.9 million associated with facility consolidations and exits. Excluding the 2025 charges, the Completion and Production Services segment’s operating results declined $0.9 million from the prior-year period, due primarily to lower offshore and international activity levels, partially offset by a $1.8 million reduction in depreciation and amortization expense.

Current wording

Operating Income. Our Completion and Production Services segment reported operating income of $7.4 million in the first six months of 2026. This compares to operating income of $5.4 million in the first six months of 2025, which included charges totaling $3.1 million associated with facility consolidations and exits. Excluding the 2025 charges, the Completion and Production Services segment’s operating results declined $1.1 million from the prior-year period, due primarily to a $4.1 million reduction in gains on the sale of assets, partially offset by a $3.4 million reduction in depreciation and amortization expense.

Previous wording

Revenues. Our Downhole Technologies segment revenues decreased $0.4 million, or 1%, in the first three months of 2026 from the first three months of 2025, driven by lower U.S. customer activity levels and competitive market conditions.

Current wording

Revenues. Our Downhole Technologies segment revenues increased $9.9 million, or 16%, in the first six months of 2026 from the first six months of 2025, driven by higher demand for perforating and completion products following our new product introductions.

Previous wording

Operating Loss. Our Downhole Technologies segment reported an operating loss of $0.4 million in the first three months of 2026. This compares to an operating loss of $2.1 million reported in the first three months of 2025. The $1.7 million improvement in operating results was due primarily to a $2.5 million reduction in depreciation and amortization expense, partially offset by the reported revenue decline.

Current wording

Operating Income (Loss). Our Downhole Technologies segment reported an operating income of $2.3 million in the first six months of 2026. This compares to an operating loss of $6.1 million reported in the first six months of 2025, which included charges totaling $1.2 million primarily associated with the exit of a leased facility. Excluding the 2025 charges, the Downhole Technologies segment operating results improved $7.2 million year-over-year, driven by a $5.0 million reduction in depreciation and amortization expense and contributions from the revenue increase.

Previous wording

Operating Loss. Corporate expenses totaled $13.2 million in the first three months of 2026, which included a $1.4 million impairment of assets held for sale and costs totaling $2.5 million associated with ongoing plans to monetize assets held for sale. This compares to Corporate expenses of $10.0 million in the first three months of 2025. Excluding these items, Corporate expenses decreased $0.7 million year-over-year due primarily to lower short-term incentive compensation accruals.

Current wording

Operating Loss. Corporate expenses totaled $22.1 million in the first six months of 2026, which included a $4.1 million gain recognized on the sale of a previously idled facility, costs totaling $3.9 million associated with ongoing actions to monetize assets held for sale, $1.7 million of executive transition costs and a $1.4 million impairment of assets held for sale. This compares to Corporate expenses of $19.6 million in the first six months of 2025. Excluding these items, Corporate expenses decreased $0.3 million year-over-year.

Previous wording

Our primary liquidity needs are to fund operating and capital expenditures, new product development, general working capital needs and debt repayment, including the repayment of the 2026 Notes upon their maturity on April 1, 2026. In addition, capital has been used to fund share repurchases and strategic business acquisitions. Our primary sources of funds are cash on-hand, cash flow from operations and proceeds from borrowings under our Cash Flow Credit Agreement, and, less frequently, capital markets transactions.

Current wording

Our primary liquidity needs are to fund operating and capital expenditures, new product development, general working capital needs and debt repayment. In addition, capital has been used to fund share repurchases and strategic business acquisitions. Our primary sources of funds are cash on-hand, cash flow from operations and proceeds from borrowings under our Cash Flow Credit Agreement, and, less frequently, capital markets transactions and additional contributions from asset sales.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

Our results of operations for the second quarter of 2026 reflect the impact of management’s decisions to exit certain land-based locations and service offerings in the United States, a transitory decrease in capital investments by our offshore and international customers and disruptions resulting from the military conflict in Iran.

Current report — wording carried from elsewhere

Cost of Revenues (exclusive of Depreciation and Amortization Expense). Our consolidated total cost of revenues (exclusive of depreciation and amortization expense) in the second quarter of 2026 decreased $7.4 million, or 6%, compared to the level reported in the second quarter of 2025.

Current report — wording carried from elsewhere

Depreciation and Amortization Expense. Depreciation and amortization expense decreased $3.8 million, or 32%, in the second quarter of 2026 compared to the prior-year quarter due primarily to the impact of asset impairments recorded in the fourth quarter of 2025. Note 10, “Segments and Related Information,” to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q presents depreciation and amortization expense by segment.

Current report — wording carried from elsewhere

Income Tax. For the three months ended June 30, 2026, our income tax provision was $2.0 million, which included the impact of changes in valuation allowance recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $7.9 million. This compares to an income tax provision of $1.4 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $4.2 million for the three months ended June 30, 2025.

Current report — wording carried from elsewhere

Other Comprehensive Income. Reported comprehensive income is the sum of reported net income and other comprehensive income. Other comprehensive income was $0.7 million in the second quarter of 2026 compared to other comprehensive income of $9.1 million in the second quarter of 2025 due to fluctuations in currency exchange rates compared to the U.S. dollar which are used to translate certain of the international operations of our operating segments. For the three months ended June 30, 2026 and 2025, currency translation adjustments recognized as a component of other comprehensive income were primarily attributable to the United Kingdom and Brazil. During both the second quarter of 2026 and 2025, the exchange rates for the British pound and the Brazilian real strengthened compared to the U.S. dollar.

Current report — wording carried from elsewhere

The following table provides supplemental disaggregated revenue from contracts with customers by operating segment for the six months ended June 30, 2026 and 2025 (in thousands):