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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


	FORM 10-Q

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File No. 001-34037

SUPERIOR ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)



	Delaware		87-4613576
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	1001 Louisiana Street, Suite 2900 Houston, TX (Address of principal executive offices)		77002 (Zip Code)

Registrant’s telephone number, including area code: (713) 654-2200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
None	N/A	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  No 

The number of shares of the registrant’s Class A common stock outstanding on October 28, 2024 was 20,216,192.

TABLE OF CONTENTS




		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 6.	Exhibits	23

SIGNATURES		24

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Form 10-Q”) and other documents filed by us with the Securities and Exchange Commission (the “SEC”) contain, and future oral or written statements or press releases by us may contain, forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “will,” “estimates,” “could,” “may,” and variations of such words and similar expressions identify forward-looking statements, although not all forward looking statements contain these identifying words. All statements, other than statements of historical fact, included in this Form 10-Q or other materials regarding our financial position, financial performance, liquidity, strategic alternatives, market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by our management based on their experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to risks and uncertainties that could cause our actual results to differ materially from such statements. Such risks and uncertainties include, but are not limited to:

•

the difficulty to predict our long-term liquidity requirements and the adequacy of our capital resources;

•

restrictive covenants in the Credit Facility (as defined within) could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests;

•

the conditions in the oil and gas industry;

•

U.S. and global market and economic conditions, including impacts relating to inflation, interest rates and supply chain disruptions;

•

the effects of public health threats, pandemics and epidemics, and the adverse impact thereof on our growth, operating costs, supply chain, labor availability, logistical capabilities, customer demand and industry demand generally, margins, utilization, cash position, taxes, the price of our securities, and our ability to access capital markets;

•

the ability of the members of Organization of Petroleum Exporting Countries (“OPEC+”) to agree on and to maintain crude oil price and production controls;

•

operating hazards or other risks, including the significant possibility of accidents resulting in personal injury or death, or property damage or other claims or events for which we may have limited or no insurance coverage or indemnification rights;

•

the possibility of not being fully indemnified against losses incurred due to catastrophic events;

•

cost and availability of insurance;

•

claims, litigation or other proceedings that require cash payments or could impair financial condition;

•

credit risk associated with our customer base;

•

the effect of regulatory programs and environmental matters on our operations or prospects;

•

the impact that unfavorable or unusual weather conditions could have on our operations;

•

the potential inability to retain key employees and skilled workers;

•

political, legal, economic and other uncertainties (such as the war in Ukraine and conflict in Israel and broader geopolitical tensions in the Middle East and eastern Europe) associated with our international operations could materially restrict our operations or expose us to additional risks;

•

potential changes in tax laws, adverse positions taken by tax authorities or tax audits impacting our operating results;

•

changes in competitive and technological factors affecting our operations;

•

risks associated with the uncertainty of macroeconomic conditions worldwide (such as capital and credit markets conditions, inflation and interest rates);

•

risks to our operations and related infrastructure, or that of our business associates, from potential cyber-attacks;

•

counterparty risks associated with reliance on key suppliers;

•

challenges with estimating our potential liabilities related to our oil and natural gas property;

•

risks associated with potential changes of Bureau of Ocean Energy Management (“BOEM”) security and bonding requirements for offshore platforms;

•

the likelihood that the interests of our significant stockholders may conflict with the interests of our other stockholders;

•

the risks associated with owning our Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), for which there is no public market; and

•

the likelihood that our stockholders agreement may prevent certain transactions that could otherwise be beneficial to our stockholders.

These risks and other uncertainties related to our business are described in detail in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). We undertake no obligation to update any of our forward-looking statements in this Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)


	September 30, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	325,881		$	391,684
Accounts receivable, net		200,106			276,868
Inventory		70,293			74,995
Income taxes receivable		13,383			10,542
Prepaid expenses		23,363			18,614
Other current assets		7,765			7,922
Total current assets		640,791			780,625
Property, plant and equipment, net		306,285			294,960
Note receivable		72,694			69,005
Restricted cash		54,707			85,444
Deferred tax assets		59,555			67,241
Other assets, net		42,319			43,718
Total assets	$	1,176,351		$	1,340,993

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	38,897		$	38,214
Accrued expenses		106,203			103,782
Income taxes payable		20,100			20,220
Decommissioning liability		30,747			21,631
Total current liabilities		195,947			183,847
Decommissioning liability		140,030			148,652
Other liabilities		38,599			47,583
Total liabilities		374,576			380,082

Stockholders’ equity:
Common stock $0.01 par value; 52,000 shares authorized; 20,216 shares and 20,151 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		202			202
Additional paid-in capital		911,500			911,388
Retained earnings (deficit)		(109,927	)		49,321
Total stockholders’ equity		801,775			960,911
Total liabilities and stockholders’ equity	$	1,176,351		$	1,340,993

See accompanying notes to unaudited condensed consolidated financial statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenues:
Services	$	82,343		$	80,956		$	237,367		$	280,376
Rentals		77,131			89,348			234,552			260,319
Product sales		37,833			40,081			135,103			134,300
Total revenues		197,307			210,385			607,022			674,995
Cost of revenues:
Services		56,084			57,202			154,225			181,221
Rentals		30,640			29,580			94,564			88,942
Product sales		22,675			23,063			75,517			78,157
Total cost of revenues (exclusive of items shown separately below)		109,399			109,845			324,306			348,320
Depreciation, depletion, amortization and accretion:
Services		6,911			6,684			19,393			21,683
Rentals		6,489			7,272			19,163			20,131
Product sales		7,677			6,534			23,836			19,436
Total depreciation, depletion, amortization and accretion		21,077			20,490			62,392			61,250
General and administrative expenses		33,458			30,089			101,837			92,256
Restructuring and transaction expenses		5,891			-			5,891			1,983
Other gains, net		(133	)		(4,073	)		(1,829	)		(5,424	)
Income from operations		27,615			54,034			114,425			176,610
Other income (expense):
Interest income, net		5,032			6,629			17,632			18,581
Loss on Blue Chip Swap securities		(5,113	)		(12,120	)		(5,113	)		(12,120	)
Other income (expense), net		979			(4,520	)		(2,916	)		(8,508	)
Income from continuing operations before income taxes		28,513			44,023			124,028			174,563
Income tax expense		(6,597	)		(11,403	)		(34,754	)		(44,615	)
Net income from continuing operations		21,916			32,620			89,274			129,948
Income from discontinued operations, net of tax		-			128			1,896			408
Net income	$	21,916		$	32,748		$	91,170		$	130,356

Income per share - basic:
Net income from continuing operations	$	1.09		$	1.62		$	4.43		$	6.46
Income from discontinued operations, net of tax		-			0.01			0.09			0.02
Net income	$	1.09		$	1.63		$	4.52		$	6.48

Income per share - diluted:
Net income from continuing operations	$	1.09		$	1.62		$	4.42		$	6.45
Income from discontinued operations, net of tax		-			-			0.10			0.02
Net income	$	1.09		$	1.62		$	4.52		$	6.47

Weighted-average shares outstanding
Basic		20,177			20,136			20,170			20,123
Diluted		20,186			20,159			20,182			20,144

See accompanying notes to unaudited condensed consolidated financial statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended September 30, 2023 and 2024

(in thousands)

(unaudited)


										Additional
	Common Stock									Paid-in
	Class A					Class B				Capital					Accumulated
	Shares			Amount		Shares		Amount		Class A			Class B		Deficit			Total

Balances, June 30, 2023		19,999		$	200		152	$	2	$	902,486		$	6,855	$	(28,091	)	$	881,452
Net income		-			-		-		-		-			-		32,748			32,748
Stock-based compensation expense, net		-			-		-		-		-			1,024		-			1,024
Balances, September 30, 2023		19,999		$	200		152	$	2	$	902,486		$	7,879	$	4,657		$	915,224

Balances, June 30, 2024		20,174		$	202		-	$	-	$	910,933			-	$	(131,843	)	$	779,292
Net income		-			-		-		-		-			-		21,916			21,916
Common stock issued		33			-		-		-		-			-		-			-
Restricted stock units vested		15			-		-		-		-			-		-			-
Shares withheld and retired		(6	)		-		-		-		(358	)		-		-			(358	)
Stock-based compensation expense, net		-			-		-		-		925			-		-			925
Balances, September 30, 2024		20,216		$	202		-	$	-	$	911,500		$	-	$	(109,927	)	$	801,775

See accompanying notes to unaudited condensed consolidated financial statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended September 30, 2023 and 2024

(in thousands)

(unaudited)


											Additional
	Common Stock										Paid-in
	Class A					Class B					Capital						Accumulated
	Shares			Amount		Shares			Amount		Class A			Class B			Deficit			Total

Balances, December 31, 2022		19,999		$	200		80		$	1	$	902,486		$	5,896		$	(125,699	)	$	782,884
Net income		-			-		-			-		-			-			130,356			130,356
Restricted stock units vested		-			-		91			1		-			(1	)		-			-
Shares withheld and retired		-			-		(19	)		-		-			(1,116	)		-			(1,116	)
Stock-based compensation expense, net		-			-		-			-		-			3,100			-			3,100
Balances, September 30, 2023		19,999		$	200		152		$	2	$	902,486		$	7,879		$	4,657		$	915,224

Balances, December 31, 2023		20,151		$	202		-		$	-	$	911,388		$	-		$	49,321		$	960,911
Net income		-			-		-			-		-			-			91,170			91,170
Cash dividends ($12.38 per share)		-			-		-			-		-			-			(250,418	)		(250,418	)
Shares repurchased		(15	)		-		-			-		(961	)		-			-			(961	)
Common stock issued		33			-		-			-		-			-			-			-
Restricted stock units vested		68			-		-			-		-			-			-			-
Shares withheld and retired		(21	)		-		-			-		(1,363	)		-			-			(1,363	)
Stock-based compensation expense, net		-			-		-			-		2,436			-			-			2,436
Balances, September 30, 2024		20,216		$	202		-		$	-	$	911,500		$	-		$	(109,927	)	$	801,775

See accompanying notes to unaudited condensed consolidated financial statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	For the Nine Months Ended
	September 30,
	2024			2023
Cash flows from operating activities:
Net income	$	91,170		$	130,356
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, depletion, amortization and accretion		62,392			61,250
Deferred income taxes		7,686			29,589
Stock based compensation expense		2,436			3,100
Other gains, net		(1,829	)		(6,359	)
Loss on Blue Chip Swap securities		5,113			12,120
Washington State Tax Settlement		-			(27,068	)
Decommissioning costs		(5,684	)		(6,279	)
Other reconciling items, net		(3,495	)		(2,973	)
Changes in operating assets and liabilities		67,396			(38,390	)
Net cash from operating activities		225,185			155,346
Cash flows from investing activities:
Payments for capital expenditures		(67,447	)		(67,218	)
Proceeds from sales of assets		3,577			24,710
Proceeds from sales of Blue Chip Swap securities		8,121			9,656
Purchases of Blue Chip Swap securities		(13,234	)		(21,776	)
Net cash from investing activities		(68,983	)		(54,628	)
Cash flows from financing activities:
Distributions to shareholders		(250,417	)		-
Repurchase of shares		(962	)		-
Tax withholdings for vested restricted stock units		(1,363	)		(1,116	)
Net cash from financing activities		(252,742	)		(1,116	)
Net change in cash, cash equivalents, and restricted cash		(96,540	)		99,602
Cash, cash equivalents, and restricted cash at beginning of period		477,128			339,107
Cash, cash equivalents, and restricted cash at end of period	$	380,588		$	438,709

See accompanying notes to unaudited condensed consolidated financial statements

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

(unless noted otherwise, amounts in thousands, except share data)

(1) Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”); however, management believes the disclosures are adequate such that the information presented is not misleading.

As used herein, “we,” “us,” “our” and similar terms refer to Superior Energy Services, Inc. and its consolidated subsidiaries, unless otherwise specifically stated.

These financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in our Form 10-K.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting primarily of normal recurring adjustments, necessary for a fair statement of our financial position as of September 30, 2024, our results of operations for the three and nine months ended September 30, 2024 and 2023, and our cash flows for the nine months ended September 30, 2024 and 2023. The balance sheet as of December 31, 2023 was derived from our audited annual financial statements.

(2) Revenue and Accounts Receivable

Disaggregation of Revenue

The following table presents our revenues by segment disaggregated by geography:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
U.S. land
Rentals	$	28,934	$	37,478	$	100,653	$	127,341
Well Services		7,027		8,223		20,735		20,384
Total U.S. land		35,961		45,701		121,388		147,725

U.S. offshore
Rentals		32,228		44,681		100,123		117,867
Well Services		17,489		14,459		69,486		54,185
Total U.S. offshore		49,717		59,140		169,609		172,052

International
Rentals		36,695		31,042		105,023		89,225
Well Services		74,934		74,502		211,002		265,993
Total International		111,629		105,544		316,025		355,218
Total Revenues	$	197,307	$	210,385	$	607,022	$	674,995

The following table presents our revenues by segment disaggregated by type:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Services
Rentals	$	16,119	$	17,073	$	56,129	$	52,093
Well Services		66,224		63,883		181,238		228,283
Total Services		82,343		80,956		237,367		280,376

Rentals
Rentals		74,360		84,682		221,592		248,404
Well Services		2,771		4,666		12,960		11,915
Total Rentals		77,131		89,348		234,552		260,319

Product Sales
Rentals		7,378		11,446		28,078		33,936
Well Services		30,455		28,635		107,025		100,364
Total Product Sales		37,833		40,081		135,103		134,300
Total Revenues	$	197,307	$	210,385	$	607,022	$	674,995

Accounts Receivable, net

Our allowance for credit losses as of September 30, 2024 and December 31, 2023 was approximately $5.6 million and $6.3 million, respectively.

(3) Inventory

The components of inventory are as follows:


	September 30, 2024		December 31, 2023
Finished goods	$	34,874	$	41,082
Raw materials		8,416		10,379
Work-in-process		12,322		8,025
Supplies and consumables		14,681		15,509
Total	$	70,293	$	74,995

Finished goods inventory includes component parts awaiting assembly of approximately $19.6 million and $25.0 million as of September 30, 2024 and December 31, 2023, respectively.

(4) Decommissioning Liability

The following table summarizes our net decommissioning liability:


	September 30, 2024			December 31, 2023
Wells	$	93,861		$	96,603
Platform		76,916			73,680
Total decommissioning liability		170,777			170,283
Note receivable		(72,694	)		(69,005	)
Total decommissioning liability, net of note receivable	$	98,083		$	101,278

The following table presents accretion expense (in millions):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Accretion expense	$	2.6	$	2.6	$	7.7	$	7.4

(5) Note Receivable

Our note receivable consists of a commitment from the seller of our oil and gas property for costs associated with abandonment. Pursuant to an agreement with the seller, we will invoice the seller an agreed upon amount at the completion of certain decommissioning activities. The gross amount of the seller's obligation to us is $108.4 million and is recorded at its present value, which totaled $72.7 million as of September 30, 2024.

The discount on the note receivable is currently based on an effective interest rate of 7.2% and is amortized to interest income over the expected timing of the completion of the decommissioning activities, which are expected to be completed during the second quarter of 2030. Interest is paid in kind and is compounded into the carrying amount of the note.

We recorded non-cash interest income related to the note receivable as follows (in millions):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Interest income	$	1.3	$	1.0	$	3.7	$	2.9

Interest income is included in other reconciling items, net in the Condensed Consolidated Statements of Cash Flows.

(6) Property, Plant and Equipment, Net

A summary of property, plant and equipment, net is as follows:


	September 30, 2024			December 31, 2023
Machinery and equipment	$	468,171		$	422,071
Buildings, improvements and leasehold improvements		63,592			66,746
Vehicles		8,768			8,106
Furniture and fixtures		21,432			22,746
Construction-in-progress		19,484			8,195
Land		30,182			25,654
Oil and gas producing assets		30,706			28,984
Total		642,335			582,502
Accumulated depreciation and depletion		(336,050	)		(287,542	)
Property, plant and equipment, net	$	306,285		$	294,960

A summary of depreciation and depletion expense associated with our property, plant and equipment is as follows (in millions):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Depreciation	$	16.4	$	17.0	$	48.9	$	51.5
Depletion		1.9		0.6		5.1		1.7
Total depreciation and depletion	$	18.3	$	17.6	$	54.0	$	53.2

(7) Debt

In December 2023, we entered into an Amended and Restated Credit Agreement providing for up to a $140.0 million asset based secured revolving Credit Facility (the “Credit Facility”). The issuance of letters of credit reduces availability under the Credit Facility dollar-for-dollar.

As of September 30, 2024, our borrowing base, as defined in the Credit Agreement, was approximately $89.9 million, and we had $39.5 million in letters of credit outstanding, which reduced the borrowing availability to $50.4 million. At September 30, 2024, we had no outstanding borrowings under the Credit Facility and were in compliance with all required covenants.

(8) Fair Value Measurements

The following table provides a summary of the financial assets and liabilities measured at fair value on a recurring basis:


	September 30, 2024		December 31, 2023
Non-qualified deferred compensation assets and liabilities
Other assets, net	$	16,511	$	17,079
Accrued expenses		1,764		1,797
Other liabilities		15,022		15,589

Our non-qualified deferred compensation plans investments are reported at fair value based on unadjusted quoted prices in active markets for identifiable assets and observable inputs for similar assets and liabilities, which represent a Level 2 in the fair value hierarchy.

The carrying amount of cash equivalents, accounts receivable, accounts payable and accrued expenses, as reflected in the consolidated balance sheets, approximates fair value due to the short maturities.

(9) Other Income (Expense), Net

A summary of other expense, net is as follows:


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Foreign currency gains (losses)	$	1,175		$	(4,601	)	$	(3,063	)	$	(8,157	)
Other, net		(196	)		81			147			(351	)
Other income (expense), net	$	979		$	(4,520	)	$	(2,916	)	$	(8,508	)

Gains and losses on foreign currencies are primarily related to our operations in Argentina and Brazil.

(10) Blue Chip Swap Securities

During the third quarter of 2024, we utilized an indirect foreign exchange mechanism known as a Blue Chip Swap (“BCS”). The transactions were completed at implied exchange rates that were approximately 63.0% higher than the official exchange rate, resulting in a loss of approximately $5.1 million during the third quarter of 2024.

A summary of BCS activity is as follows (in millions):


	ARS Repatriated		U.S. Dollar Equivalent		U.S. Dollar Received		Loss on BCS
Total		12,071.9	$	13.2	$	8.1	$	5.1

(11) Segment Information

Summarized financial information for our segments is as follows:


For the Three Months Ended September 30, 2024				Well			Corporate and			Consolidated
	Rentals			Services			Other			Total
Revenues	$	97,857		$	99,450		$	-		$	197,307
Cost of revenues (exclusive of items shown separately below)		35,227			74,172			-			109,399
Depreciation, depletion, amortization and accretion		12,059			8,455			563			21,077
General and administrative expenses		6,846			13,036			13,576			33,458
Restructuring and transaction expenses		-			-			5,891			5,891
Other gains, net		(131	)		(2	)		-			(133	)
Income (loss) from operations	$	43,856		$	3,789		$	(20,030	)	$	27,615

For the Three Months Ended September 30, 2023				Well			Corporate and			Consolidated
	Rentals			Services			Other			Total
Revenues	$	113,201		$	97,184		$	-		$	210,385
Cost of revenues (exclusive of items shown separately below)		37,769			72,076			-			109,845
Depreciation, depletion, amortization and accretion		12,538			7,277			675			20,490
General and administrative expenses		6,767			11,197			12,125			30,089
Other gains, net		(126	)		(3,947	)		-			(4,073	)
Income (loss) from operations	$	56,253		$	10,581		$	(12,800	)	$	54,034


For the Nine Months Ended September 30, 2024				Well			Corporate and			Consolidated
	Rentals			Services			Other			Total
Revenues	$	305,799		$	301,223		$	-		$	607,022
Cost of revenues (exclusive of items shown separately below)		109,589			214,717			-			324,306
Depreciation, depletion, amortization and accretion		35,831			24,978			1,583			62,392
General and administrative expenses		21,180			35,547			45,110			101,837
Restructuring and transaction expenses		-			-			5,891			5,891
Other (gains) and losses, net		71			(1,886	)		(14	)		(1,829	)
Income (loss) from operations	$	139,128		$	27,867		$	(52,570	)	$	114,425

For the Nine Months Ended September 30, 2023				Well			Corporate and			Consolidated
	Rentals			Services			Other			Total
Revenues	$	334,433		$	340,562		$	-		$	674,995
Cost of revenues (exclusive of items shown separately below)		109,258			239,062			-			348,320
Depreciation, depletion, amortization and accretion		37,259			21,558			2,433			61,250
General and administrative expenses		20,962			34,087			37,207			92,256
Restructuring and transaction expenses		-			-			1,983			1,983
Other gains, net		(419	)		(5,005	)		-			(5,424	)
Income (loss) from operations	$	167,373		$	50,860		$	(41,623	)	$	176,610

Identifiable Assets


			Well		Corporate		Consolidated
	Rentals		Services		and Other		Total
September 30, 2024	$	458,210	$	600,104	$	118,037	$	1,176,351
December 31, 2023		553,706		597,438		189,849		1,340,993

Income from discontinued operations, net of tax for the nine months ended September 30, 2024 totaled $1.9 million and represented the release of certain accruals that lapsed attributable to Pumpco Energy Services, Inc., which we classified as discontinued operations in December 2019.

(12) Stock-Based Compensation Plans

In the third quarter of 2024, we entered into an amended Management Incentive Plan (“MIP”), which provides the issuance of up to 5,096,715 shares of our Class A common stock, par value $0.01 per share (the “Class A Common Stock”) for the grant of share-based and cash-based awards.

Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs")

The following sets forth issuances under the MIP for the nine months ended September 30, 2024:


	Grants of Share-Based Awards

	RSAs			RSUs			Total
Unvested awards outstanding, December 31, 2023		14,988			106,843			121,831
Granted		32,960			38,040			71,000
Vested		(14,988	)		(68,422	)		(83,410	)
Forfeited		-			(26,459	)		(26,459	)
Unvested awards outstanding, September 30, 2024		32,960			50,002			82,962

Unamortized grant date fair value, December 31, 2023 (in millions)	$	0.2		$	3.8		$	4.0
Unamortized grant date fair value, September 30, 2024 (in millions)	$	1.9		$	2.4		$	4.3

Stock-based compensation expense associated with MIP grants were as follows (in millions):


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Compensation Expense	$	0.9	$	1.0	$	2.4	$	3.1

Performance Stock Units ("PSUs")

In the third quarter of 2024, 1,414,432 PSUs were granted and will vest to the extent that share price goals are achieved based on terms and conditions set forth in the forms of the PSU award agreement.

(13) Equity and Earnings per Share

Dividend

In the first quarter of 2024, we paid a special cash dividend of $12.38 per share on our outstanding Class A Common Stock totaling $250.4 million, which includes dividend equivalent payments to holders of unvested RSUs of $0.7 million.

Share Repurchases

In the first quarter of 2024, we purchased 14,673 shares of our Class A Common Stock totaling approximately $1.0 million from a former Board member. Upon repurchase, the repurchased shares were canceled.

The following table presents the reconciliation between the weighted average number of shares for basic and diluted earnings per share:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Weighted-average shares outstanding - basic		20,177		20,136		20,170		20,123
Potentially dilutive stock awards and units		9		23		12		21
Weighted-average shares outstanding - diluted		20,186		20,159		20,182		20,144

(14) Income Taxes

The effective tax rate on income from continuing operations for the three and nine months ended September 30, 2024 was 23.1% and 28.0%, respectively, and was 25.9% and 25.6% for the three and nine months ended September 30, 2023, respectively. The effective tax rate for all periods is higher than the U.S. federal statutory rate of 21.0%, primarily from non-deductible items and ongoing operations in foreign jurisdictions which have tax rates in excess of the U.S. federal statutory rate.

The effective tax rates for the three and nine months ended September 30, 2024 were favorably impacted by the utilization of foreign tax credits of $4.5 million and $12.2 million, respectively.

The effective tax rate for the nine months ended September 30, 2023 was unfavorably impacted by the identification of an error in the tax provision for the year ended December 31, 2022 pertaining to certain net operating loss carryforwards that should have been eliminated as part of a worthless stock deduction taken in the fourth quarter of 2022. As such, we recognized an additional income tax expense of $7.6 million during the three months ended March 31, 2023 with a corresponding decrease to deferred tax assets to correct this immaterial misstatement. Management has determined that this misstatement was not material to any of its previously issued financial statements.

Additionally, the effective tax rate for the nine months ended September 30, 2023 was favorably impacted by approximately $14.9 million in income tax benefits recorded during the three months ended June 30, 2023 from reversals of uncertain tax positions in foreign jurisdictions and adjustments to valuation allowances on foreign operations.

The Organization for Economic Co-operation and Development reached agreement on Pillar Two Model Rules (“Pillar Two”) to implement a minimum 15.0% tax rate on certain multinational companies. Participating countries are in various stages of proposing and enacting tax laws to implement the Pillar Two framework. We determined these rules did not have a material impact on our taxes for the three and nine months ended September 30, 2024, and we will continue to evaluate the impact of these proposals and legislative changes as new guidance emerges.

We had approximately $77.6 million in gross U.S. foreign tax credit deferred tax assets with a valuation allowance of $50.0 million against them as of December 31, 2023. We continue to evaluate the realizability of our U.S. foreign tax credit carryforwards and may have additional valuation allowance releases in future periods if we achieve positive cumulative income results of appropriate character and timing that provide sufficient positive evidence to do so.

We had unrecognized tax benefits of $3.0 million as of September 30, 2024, all of which would impact our effective tax rate if recognized. It is reasonably possible that $2.9 million of unrecognized tax benefits could be settled in the next twelve-month period due to the conclusion of tax audits or due to the expiration of statute of limitations. Unrecognized tax benefits as of December 31, 2023 totaled $4.1 million.

(15) Contingencies

Due to the nature of our business, we are involved, from time to time, in various routine litigation or subject to disputes or claims or actions, including those commercial in nature, regarding our business activities in the ordinary course of business. Legal costs related to these matters are expensed as incurred. Management is of the opinion that none of the claims and actions will have a material adverse impact on our financial position, results of operations or cash flows.

As previously reported, we are currently involved in legal proceedings with the Washington State Department of Revenue in relation to a dispute arising in April 2019 pertaining to a use tax assessment from 2016 as a result of the construction of a vessel by one of our subsidiaries. The matter was appealed to the Washington State Board of Tax Appeals, which affirmed the assessment on May 22, 2023. We appealed this decision to Whatcom County Superior Court where it is currently pending review and is schedule for a hearing on February 28, 2025. In order to appeal the assessment to Whatcom County Superior Court, we paid the full $27.1 million assessment on May 31, 2023.

(16) Supplemental Cash Flow Information

The table below is a reconciliation of cash, cash equivalents and restricted cash as of the beginning and the end of the periods presented:


	September 30,
	2024		2023
Cash and cash equivalents	$	391,684	$	258,999
Restricted cash-non-current		85,444		80,108
Cash, cash equivalents, and restricted cash, beginning of period (January 1st)	$	477,128	$	339,107

Cash and cash equivalents	$	325,881	$	357,769
Restricted cash-non-current		54,707		80,940
Cash, cash equivalents, and restricted cash, end of period (September 30th)	$	380,588	$	438,709

Accrued capital expenditures totaled $7.2 million and $1.5 million as of September 30, 2024 and 2023, respectively.

Additionally, during the nine months ended September 30, 2023, gains recognized on the disposition of assets classified as discontinued operations totaled $0.9 million, and proceeds from these dispositions totaled $12.1 million.

Changes in operating accounts on cash flows from operating activities are as follows:


	For the Nine Months Ended
	September 30,
	2024			2023
Accounts receivable, net	$	77,175		$	(3,399	)
Inventory		4,692			(23,083	)
Prepaid expenses and other current assets		(4,592	)		(1,406	)
Accounts payable		(3,371	)		9,470
Accrued expenses		(688	)		(18,856	)
Income taxes		(2,961	)		5,274
Other, net		(2,859	)		(6,390	)
Changes in operating assets and liabilities	$	67,396		$	(38,390	)

(17) New Accounting Pronouncements

There were no material changes in recently issued or adopted accounting standards from those disclosed in our Form 10-K.

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

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. In addition, the following discussion and analysis and information contains forward-looking statements about our business, operations and financial performance based on our current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. including, but not limited to, those identified below and any discussed in the sections titled “Risk Factors” and under the heading “Information Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

Executive Summary

General

We are a global oilfield products and services company with a portfolio of premier rental and well services brands providing customers with robust inventory, responsive delivery, engineered solutions, and expert consultative service — all aligned with enterprise-wide Shared Core Values for safe, sustainable operations and corporate citizenship; and committed to free cash flow generation and value creation.

Our portfolio of companies operates in two segments, Rentals and Well Services, to provide highly specialized solutions to the upstream oil and gas industry.

We drive true value to our business units by providing enterprise-wide support, financial discipline, capital strength, and strategic focus. Our experienced, knowledgeable leadership within those businesses has excellent latitude to execute their business strategy, determine pricing, allocate inventory, and develop new products and technology, all with a focus on safety, operational excellence, competitive positioning, and financial performance that entrenches our relationships with our customers and elevates our customers’ satisfaction.

Industry Trends

The oil and gas industry is both cyclical and seasonal. The level of spending in the energy industry is heavily influenced by current and expected future prices of oil and natural gas. Changes in customer spending results in increased or decreased demand for our services and products.

Our financial performance is significantly affected by rig count, which is an indicator of the level of spending by oil and gas companies. The following table summarizes average rig counts in the U.S. land, U.S. offshore and International markets as well as prices of oil and natural gas.


	For the Three Months Ended					For the Nine Months Ended
	September 30,		June 30,			September 30,		September 30,
	2024		2024		% Change	2024		2023		% Change
Worldwide Rig Count (1)
U.S.:
Land		566		583	(2.9%)		583		630	(7.5%)
Offshore		20		20	0.0%		20		18	11.1%
Total		586		603	(2.8%)		603		648	(6.9%)
International (2)		937		963	(2.7%)		955		942	1.4%
Worldwide Total		1,523		1,566	(2.7%)		1,558		1,590	(2.0%)

Commodity Prices (average)
Crude Oil (West Texas Intermediate)	$	76.43	$	81.81	(6.6%)	$	78.58	$	76.90	2.2%
Natural Gas (Henry Hub)	$	2.11	$	2.07	1.9%	$	2.10	$	2.49	(15.7%)

(1)

Estimate of drilling activity as measure by the average active drilling rigs based on Baker Hughes Co. rig count information

(2)

Excludes Canadian rig count

Comparison of the Results of Operations for the Three Months Ended September 30, 2024 and June 30, 2024

We reported net income from continuing operations for the three months ended September 30, 2024 (the “Current Quarter”) of $21.9 million on revenue of $197.3 million. This compares to a net income from continuing operations for the three months ended June 30, 2024 (the “Prior Quarter”) of $29.5 million on revenues of $201.1 million.


	Three Months Ended						Change
	September 30,			June 30,
	2024			2024			$			%
Revenues
Rentals	$	97,857		$	99,851		$	(1,994	)	(2.0%)
Well Services		99,450			101,230			(1,780	)	(1.8%)
Total revenues		197,307			201,081			(3,774	)
Cost of revenues
Rentals		35,227			36,596			(1,369	)	(3.7%)
Well Services		74,172			71,672			2,500		3.5%
Total cost of revenues (exclusive of items shown separately below)		109,399			108,268			1,131
Depreciation, depletion, amortization and accretion		21,077			20,868			209		1.0%
General and administrative expenses		33,458			33,404			54		0.2%
Restructuring and transaction expenses		5,891			-			5,891		100.0%
Other gains, net		(133	)		(614	)		481		(78.3%)
Income from operations		27,615			39,155			(11,540	)
Other income (expense):
Interest income, net		5,032			5,760			(728	)	(12.6%)
Loss on Blue Chip Swap Securities		(5,113	)		-			(5,113	)	100.0%
Other income (expense), net		979			(2,082	)		3,061		(147.0%)
Income from continuing operations before income taxes		28,513			42,833			(14,320	)
Income tax expense		(6,597	)		(13,370	)		6,773		(50.7%)
Net income from continuing operations		21,916			29,463			(7,547	)

Revenues and Cost of Revenues

Revenues from our Rentals segment decreased by $2.0 million, or 2.0%, in the Current Quarter as compared to the Prior Quarter. Revenues in our U.S land market declined from the Prior Quarter as demand in our premium drill pipe and bottom hole assembly product lines was impacted by the reduction in rig count and revenues from our U.S. offshore market were impacted by hurricane disruptions. This decline was partially offset by increased revenue in our U.S. offshore premium drill pipe product line. Cost of revenue for our Rentals segment decreased by $1.4 million, or 3.7%, particularly across our premium drill pipe service line for all markets. This resulted in an overall increased gross margin of 64.0% for the Current Quarter as compared to 63.3% in the Prior Quarter.

Revenues from our Well Services segment in the Current Quarter decreased $1.8 million, or 1.8%, from the Prior Quarter. The decrease in revenue in the Current Quarter was driven by declines in completion services in our U.S. offshore market. Cost of revenues increased $2.5 million, or 3.5%, in the Current Quarter as a result of importation costs in our international markets, specifically in our production services line. These changes resulted in a decline in gross margin for the Current Quarter to 25.4% from 29.2% for the Prior Quarter.

Restructuring and transaction expenses

Current Quarter restructuring and transaction expenses relate to costs associated with changes in our executive management during the period.

Loss on Blue Chip Swap securities

During the third quarter of 2024 we utilized Blue Chip Swaps to remit $8.1 million U.S. dollars from Argentina. The transaction resulted in a loss of $5.1 million during the Current Quarter. See "Note 10 - Blue Chip Swap Securities".

Other income (expense), net

Gains on foreign currencies during the Current Quarter were $1.2 million compared to losses on foreign currencies during the Prior Quarter of $2.6 million and primarily relate to foreign currency transactions from our operations in Brazil and Argentina, which recognized currency gains in the Current Quarter of $0.4 million as compared to losses of $1.2 million and $0.9 million, respectively in the Prior Quarter.

Income tax expense

The effective tax rate on income from continuing operations for the Current Quarter and Prior Quarter was 23.1% and 31.2%, respectively. The effective tax rate for both periods is higher than the U.S. federal statutory rate of 21.0%, primarily from non-deductible items and ongoing operations in foreign jurisdictions which have tax rates in excess of the U.S. federal statutory rate.

The effective tax rate for the Current Quarter was favorably impacted by the utilization of foreign tax credits of $4.5 million. The effective tax rate for the Prior Quarter was unfavorably impacted by a valuation allowance of approximately $1.7 million established in a foreign jurisdiction.

Comparison of the Results of Operations for the Nine Months Ended September 30, 2024 and 2023

We reported net income from continuing operations for the nine months ended September 30, 2024 (the “Current Period”) of $89.3 million on revenue of $607.0 million. This compares to net income from continuing operations for the nine months ended September 30, 2023 (the “Prior Year Period") of $129.9 million on revenues of $675.0 million.


	For the Nine Months Ended
	September 30,						Change
	2024			2023			$			%
Revenues:
Rentals	$	305,799		$	334,433		$	(28,634	)	(8.6%)
Well Services		301,223			340,562			(39,339	)	(11.6%)
Total revenues		607,022			674,995			(67,973	)
Cost of revenues:
Rentals		109,589			109,258			331		0.3%
Well Services		214,717			239,062			(24,345	)	(10.2%)
Total cost of revenues (exclusive of depreciation, depletion, amortization and accretion)		324,306			348,320			(24,014	)
Depreciation, depletion, amortization and accretion		62,392			61,250			1,142		1.9%
General and administrative expenses		101,837			92,256			9,581		10.4%
Restructuring and transaction expenses		5,891			1,983			3,908		197.1%
Other gains, net		(1,829	)		(5,424	)		3,595		(66.3%)
Income from operations		114,425			176,610			(62,185	)
Other income (expense):
Interest income, net		17,632			18,581			(949	)	(5.1%)
Loss on Blue Chip Swaps		(5,113	)		(12,120	)		7,007		(57.8%)
Other expense, net		(2,916	)		(8,508	)		5,592		(65.7%)
Income from continuing operations before income taxes		124,028			174,563			(50,535	)
Income tax expense		(34,754	)		(44,615	)		9,861		(22.1%)
Net income from continuing operations		89,274			129,948			(40,674	)

Revenues and Cost of Revenues

Revenues from our Rentals segment decreased $28.6 million, or 8.6%, in the Current Period as revenue decreased across all product service lines. Revenue was primarily impacted by declines in our premium drill pipe product lines in our U.S. land and U.S. offshore markets. The decline in U.S. revenues was partially offset by increases in revenue in our premium drill pipe product line within our International market. Gross margin decreased to 64.2% for the Current Period as compared to 67.3% in the Prior Year Period.

Revenues from our Well Services segment decreased $39.3 million, or 11.6%, in the Current Period, and cost of revenues decreased $24.3 million, or 10.2%, in the Current Period. These decreases were primarily a result of lower activity in our well control services product lines in our International markets. Gross margin for the Current Period decreased to 28.7% as compared to 29.8% for the Prior Year Period.

General and administrative expenses

General and administrative expenses increased $9.6 million, or 10.4%, as compared to the Prior Year Period. This increase was primarily related to increases in employee related costs, including benefits and bonus compensation.

Restructuring and transaction expenses

Current Period restructuring and transaction expenses relate to costs associated with changes in our executive management during the period.

Other gains, net

Other gains, net decreased $3.6 million during the Current Period from sales of fixed assets as compared to the Prior Year Period.

Loss on Blue Chip Swap securities

Loss on Blue Chip Swap transactions during the Current Period were $5.1 million as compared to $12.1 million in the Prior Year Period due to a higher volume of U.S. dollars swapped in the Prior Year Period.

Other expense, net

Losses on foreign currency during the Current Period and Prior Year Period were $3.1 million and $8.2 million, respectively, and primarily relate to foreign currency transactions from our operations in Argentina, which recognized losses of $1.0 million and $8.7 million during the Current Period and Prior Year Period, respectively.

Income tax expense

The effective tax rate on income from continuing operations for the Current Period and Prior Year Period was 28.0% and 25.6%, respectively. The effective tax rate for both periods is higher than the U.S. federal statutory rate of 21.0%, primarily from non-deductible items and ongoing operations in foreign jurisdictions which have tax rates in excess of the U.S. federal statutory rate.

The effective tax rate for the Current Period was favorably impacted by the utilization of foreign tax credits of $12.2 million and the reversals of uncertain tax positions in foreign jurisdictions of $1.1 million and was unfavorably impacted by the establishment of valuation allowances in certain foreign jurisdictions of $2.3 million.

The effective tax rate for the Prior Year Period was unfavorably impacted by the identification of an error in the tax provision for the year ended December 31, 2022 pertaining to certain net operating loss carryforwards that should have been eliminated as part of a worthless stock deduction taken in the fourth quarter of 2022. As such, we recognized an additional income tax expense of $7.6 million during the three months ended March 31, 2023 with a corresponding decrease to deferred tax assets to correct this immaterial misstatement. Management has determined that this misstatement was not material to any of its previously issued financial statements.

Additionally, the effective tax rate for the Prior Year Period was favorably impacted by approximately $14.9 million in income tax benefits recorded during the three months ended June 30, 2023 from reversals of uncertain tax positions in foreign jurisdictions and adjustments to valuation allowances on foreign operations.

Liquidity and Capital Resources

Our financial performance and cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Certain sources and uses of cash, such as our level of discretionary capital expenditures and divestitures of non-core assets, are within our control and are adjusted as necessary based on market conditions.

Financial Condition and Liquidity

Our primary sources of liquidity have been cash and cash equivalents, cash generated from our operations and asset sales, and availability under our Credit Facility. As of September 30, 2024, we had cash, cash equivalents and restricted cash of $380.6 million. During the nine months ended September 30, 2024, net cash provided by operating activities was $225.2 million, and we received $3.6 million in cash proceeds from the sale of assets. The primary uses of liquidity are to provide support for our operations and capital expenditures. Cash paid for capital expenditures during the nine months ended September 30, 2024 totaled $67.4 million. Additionally, during the nine months ended September 30, 2024, we paid a special cash dividend totaling $250.4 million to holders of our outstanding Class A Common Stock.

Debt Instruments

In December 2023, we entered into an Amended and Restated Credit Agreement providing for up to a $140.0 million asset based secured revolving Credit Facility (the “Credit Facility”). The issuance of letters of credit will reduce availability under the Credit Facility dollar-for-dollar.

Other Matters

Critical Accounting Policies and Estimates

There have been no changes to the critical accounting policies reported in the Form 10-K that affect our significant judgments and estimates used in the preparation of our Condensed Consolidated Financial Statements included in this Form 10-Q. Please refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks associated with foreign currency fluctuations and changes in commodity prices.

Foreign Currency Exchange Rates Risk

While we continue to be exposed to foreign currency exchange rates, we currently do not hold derivatives for trading purposes. When we believe it is prudent, we may enter into forward foreign exchange contracts to hedge the impact of foreign currency fluctuations.

During the third quarter of 2024, we utilized an indirect foreign exchange mechanism known as a Blue Chip Swap. The transactions were completed at implied exchange rates that were approximately 63.0% higher than the official exchange rate, resulting in a loss of approximately $5.1 million during the third quarter of 2024.

Commodity Price Risk

Our revenues, profitability and future rate of growth significantly depend upon the market prices of oil and natural gas. Lower prices reduce the amount of oil and gas that can economically be produced.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, the disclosure controls and procedures provide reasonable assurance that such information is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. An evaluation was carried out, under the supervision and with the participation of our management, including our CEO and CFO, regarding the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures as of September 30, 2024 were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this item is provided in “Part I-Item 1, Note 15, Contingencies” and is incorporated by reference herein.

Item 1A. Risk Factors

As of September 30, 2024, there have been no material changes in risk factors previously disclosed in our Form 10-K.

Item 6. Exhibits


Exhibit No.	Description
3.1	Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Superior Energy Services, Inc.’s Current Report on Form 8-K filed on December 30, 2023 (File No. 001-34037)).
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Superior Energy Services, Inc.’s Current Report on Form 8-K filed on December 20, 2023 (File No. 001-34037)).
10.1^	Employment Agreement, dated as of August 14, 2024, by and between Superior Energy Services, Inc. and David J. Lesar.
10.2^	Transition and Separation Agreement, dated as of August 14, 2024, by and between Superior Energy Services, Inc. and Brian Moore.
10.3^	Employment Agreement, dated as of August 14, 2024, by and between Superior Energy Services, Inc. and James S. Brown.
10.4^	Second Amendment to the Superior Energy Services, Inc. 2021 Management Incentive Plan.
10.5^	Form of Superior Energy Services, Inc. 2021 Management Incentive Plan Performance Stock Unit Award Agreement by and between Superior Energy Services, Inc. and David J. Lesar.
10.6^	Form of Superior Energy Services, Inc. 2021 Management Incentive Plan Performance Stock Unit Award Agreement by and between Superior Energy Services, Inc. and James S. Brown.
10.7^	Form of Superior Energy Services, Inc. 2021 Management Incentive Plan Restricted Stock Award Agreement by and between Superior Energy Services, Inc. and David J. Lesar.
10.8^	Form of Superior Energy Services, Inc. 2021 Management Incentive Plan Restricted Stock Unit Award Agreement by and between Superior Energy Services, Inc. and James S. Brown.
31.1*	Officer’s certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*	Officer’s certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*	Officer’s certification pursuant to Section 1350 of Title 18 of the U.S. Code.
32.2*	Officer’s certification pursuant to Section 1350 of Title 18 of the U.S. Code.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

^ Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SUPERIOR ENERGY SERVICES, INC.

(Registrant)


Date:	October 30, 2024	By:	/s/ David J. Lesar
			David J. Lesar
			Chairman of the Board, Director and Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ James W. Spexarth
			James W. Spexarth
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, David J. Lesar, certify that:

I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 30, 2024		/s/ David J. Lesar
		David J. Lesar
		Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)
		Superior Energy Services, Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James W. Spexarth, certify that:

I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 30, 2024		/s/ James W. Spexarth
		James W. Spexarth
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
		Superior Energy Services, Inc.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 1350 OF TITLE 18 OF THE U.S. CODE

I, David J. Lesar, Chairman of the Board, Director and Chief Executive Officer of Superior Energy Services, Inc. (the “Company”), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

the quarterly report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: October 30, 2024		/s/ David J. Lesar
		David J. Lesar
		Chairman of the Board, Director and Chief Executive Officer (Principal Executive Officer)
		Superior Energy Services, Inc.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 1350 OF TITLE 18 OF THE U.S. CODE

I, James W. Spexarth, Executive Vice President and Chief Financial Officer of Superior Energy Services, Inc. (the “Company”), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: October 30, 2024		/s/ James W. Spexarth
		James W. Spexarth
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
		Superior Energy Services, Inc.