0001121484false00011214842024-10-302024-10-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

Form 8-K
____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2024

Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-1633776-0476605
(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002

Registrant’s telephone number, including area code: (713) 652-0582

Not Applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareOISNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐



Item 2.02. Results of Operations and Financial Condition.
On October 30, 2024, Oil States International, Inc. (the “Company”) published a press release providing information regarding its results of operation and financial condition for the quarter ended September 30, 2024. The information provided in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OIL STATES INTERNATIONAL, INC.
(Registrant)
Date:October 30, 2024By:/s/  LLOYD A. HAJDIK
Lloyd A. Hajdik
Executive Vice President, Chief Financial Officer & Treasurer

bluelogo.jpg    EXHIBIT 99.1


Oil States Announces Third Quarter 2024 Results
•Net loss of $14.3 million, or $0.23 per share, reported for the quarter, which included restructuring and other charges totaling $18.2 million ($17.0 million, after-tax, or $0.27 per share)
•Adjusted net income of $2.7 million, or $0.04 per share, excluding these restructuring and other charges (a non-GAAP measure(1))
•Consolidated revenues of $174.3 million decreased 6% sequentially, driven primarily by lower U.S. land-based activity and transitory project delays in the Gulf of Mexico
•Adjusted EBITDA (a non-GAAP measure(1)) of $21.5 million increased 1% sequentially
•Well Site Services segment name changed to the Completion and Production Services segment following the sale of its remaining drilling rigs and exit of its flowback and well testing service offering
•Generated cash flows from operations of $28.8 million
•Purchased $3 million of our common stock
•Board of Directors approved a new $50 million common stock repurchase authorization, which expires in October 2026
HOUSTON, October 30, 2024 – Oil States International, Inc. (NYSE: OIS):
Three Months Ended% Change
(Unaudited, In Thousands, Except Per Share Amounts)
September 30,
2024		June 30,
2024		September 30,
2023		SequentialYear-over-Year
Consolidated results:
Revenues$174,348 $186,383 $194,289 (6)%(10)%
Operating income (loss)(3)
$(11,041)$2,045 $6,190 n.m.n.m.
Net income (loss)
$(14,349)$1,301 $4,212 n.m.n.m.
Adjusted net income, excluding charges and credits(1)
$2,696 $4,391 $5,515 (39)%(51)%
Adjusted EBITDA(1)
$21,531 $21,306 $23,441 1 %(8)%
Revenues by segment(2):
Offshore Manufactured Products
$102,234 $101,556 $96,070 1 %6 %
Completion and Production Services40,099 46,421 59,831 (14)%(33)%
Downhole Technologies32,015 38,406 38,388 (17)%(17)%
Revenues by destination:
Offshore and international
$113,856 $118,625 $104,750 (4)%9 %
U.S. land
60,492 67,758 89,539 (11)%(32)%
Operating income (loss) by segment(2)(3):
Offshore Manufactured Products
$19,310 $14,357 $15,586 34 %24 %
Completion and Production Services(18,267)(535)3,285 n.m.n.m.
Downhole Technologies(3,653)(1,141)(1,900)(220)%(92)%
Adjusted Segment EBITDA(1)(2):
Offshore Manufactured Products
$23,303 $20,131 $21,708 16 %7 %
Completion and Production Services5,413 8,548 9,716 (37)%(44)%
Downhole Technologies1,078 3,114 2,646 (65)%(59)%
___________________
(1)These are non-GAAP measures. See “Reconciliations of GAAP to Non-GAAP Financial Information” tables below for reconciliations to their most comparable GAAP measures as well as further clarification and explanation.
(2)In first quarter 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment were integrated into the Downhole Technologies segment. Historical segment financial data, backlog and other information were conformed with the revised segment presentation.
(3)Operating income (loss) included intangible and operating lease asset impairment, facility consolidation and closure, patent defense and other charges totaling: $18.2 million for the three months ended September 30, 2024; $4.4 million for the three months ended June 30, 2024; and $1.6 million for the three months ended September 30, 2023. See “Segment Data” below for additional information.


Oil States International, Inc. reported a net loss of $14.3 million, or $0.23 per share, and Adjusted EBITDA of $21.5 million for the third quarter of 2024 on revenues of $174.3 million. Reported third quarter 2024 net loss included charges of $18.2 million ($17.0 million after-tax or $0.27 per share) associated with the restructuring of certain of its U.S. land-based operations, facility closures, patent defense and personnel reductions. These results compare to revenues of $186.4 million, net income of $1.3 million, or $0.02 per share, and Adjusted EBITDA of $21.3 million reported in the second quarter of 2024, which included facility consolidation charges and other credits of $3.9 million ($3.1 million after-tax, or $0.05 per share).
Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:
“Our third quarter 2024 results were led by offshore and international project activity and associated backlog conversion, partially offset by transitory customer delays in completion and intervention projects in the Gulf of Mexico and declines in completions-related spending by our U.S. customers. While storms in the Gulf of Mexico tempered our Completion and Production Services results this quarter, our personnel remained safe and the Company’s facilities did not sustain significant damage. We expect activities to resume in the Gulf in the fourth quarter following delays caused by Hurricane Milton.
“Our Offshore Manufactured Products segment revenues were flat sequentially, totaling $102 million in the third quarter, while Adjusted Segment EBITDA rose 16% to $23 million on a favorable revenue mix. Bookings increased 11% sequentially, totaling $112 million during the quarter compared to $101 million booked in the second quarter of 2024, yielding backlog of $313 million as of September 30 and a quarterly book-to-bill ratio of 1.1x. The outlook for our offshore and international project-driven business remains strong with growing market acceptance of our new technology offerings such as the integrated riser joint used in managed pressure drilling operations.
“Given the highly cyclical nature of select U.S. service lines, we made a strategic decision to close five additional underperforming gas-focused locations within our Completion and Production Services segment and one within our Downhole Technologies segment. Strategic optimization efforts in our U.S. operations along with the exit of more commoditized business lines should enhance operating margins in future periods.”
Business Segment Results
In first quarter 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment (legacy frac plugs and elastomer products) were integrated into our Downhole Technologies segment to better align with the underlying activity demand drivers and current segment management structure, as well as provide for additional operational synergies. Historical segment financial data (GAAP and non-GAAP), backlog and other information were conformed with the revised segment presentation. Additionally, following the sale of its remaining U.S. land-based drilling rigs and the exit of the flowback and well testing service offering in the third quarter of 2024, the Company’s Well Site Services segment name was changed to the Completion and Production Services segment.
(See Segment Data and Adjusted Segment EBITDA tables below)
Offshore Manufactured Products
Offshore Manufactured Products reported revenues of $102.2 million, operating income of $19.3 million and Adjusted Segment EBITDA of $23.3 million in the third quarter of 2024, compared to revenues of $101.6 million, operating income of $14.4 million and Adjusted Segment EBITDA of $20.1 million reported in the second quarter of 2024. Adjusted Segment EBITDA margin was 23% in the third quarter of 2024 compared to 20% in the second quarter of 2024.
The segment’s reported operating income in the third and second quarters of 2024 included costs of $0.4 million and $1.5 million, respectively, associated with the consolidation of certain locations and personnel reductions.
Backlog totaled $313 million as of September 30, 2024. Third quarter bookings increased 11%, totaling $112 million, compared to bookings of $101 million in the second quarter – yielding a quarterly book-to-bill ratio of 1.1x and a year-to-date ratio of 1.0x.


Completion and Production Services
Completion and Production Services reported revenues of $40.1 million, an operating loss of $18.3 million and Adjusted Segment EBITDA of $5.4 million in the third quarter of 2024, compared to revenues of $46.4 million, an operating loss of $0.5 million and Adjusted Segment EBITDA of $8.5 million reported in the second quarter of 2024. Adjusted Segment EBITDA margin was 13% in the third quarter of 2024, compared to 18% in the second quarter of 2024.
During the third quarter of 2024, the segment implemented restructuring actions in its U.S. land-based businesses to reduce costs and improve future operating margins, which included the exit of two service offerings and the closure of five additional underperforming facilities as well as associated reductions in its U.S. workforce. As a result of these and other strategic actions previously taken, the segment’s operating loss for the third quarter of 2024 included $12.9 million of non-cash intangible and operating lease asset impairment charges, $2.2 million of costs associated with the exit of underperforming service locations and $0.8 million of other restructuring charges. During the second quarter of 2024, the segment recorded costs of $1.9 million associated with the consolidation and exit of underperforming service locations. Additionally, during the second and third quarters of 2024, the segment recorded costs totaling $2.3 million associated with the enforcement of certain patents related to its proprietary technologies.
The segment’s U.S. land-based service offerings and facilities exited during the third quarter of 2024 collectively generated revenues of $9.3 million and operating losses of $17.1 million in the current quarter, which included intangible and operating lease asset impairment charges of $12.9 million, facility closure and other charges totaling $2.2 million as well as depreciation and amortization expense of $1.3 million. During the first nine months of 2024, service offerings and facilities exited in 2024 collectively generated revenues of $35.8 million and operating losses of $24.0 million, which included intangible and operating lease asset impairment charges of $12.9 million, facility closure and other charges totaling $4.6 million as well as depreciation and amortization expense of $4.2 million.
Downhole Technologies
Downhole Technologies reported revenues of $32.0 million, an operating loss of $3.7 million and Adjusted Segment EBITDA of $1.1 million in the third quarter of 2024, compared to revenues of $38.4 million, an operating loss of $1.1 million and Adjusted Segment EBITDA of $3.1 million in the second quarter of 2024. Adjusted Segment EBITDA margin was 3% in the third quarter of 2024, compared to 8% in the second quarter of 2024.
During the third quarter of 2024, the segment implemented actions to reduce costs and improve future operating margins, which included the exit of an underperforming location as well as reductions in its U.S. workforce. The segment’s operating loss in the third quarter of 2024 included costs of $1.2 million associated with an operating lease asset impairment, workforce reductions and a customer bankruptcy.
Corporate
Corporate operating expenses in the third quarter of 2024 totaled $8.4 million.
Interest Expense, Net
Net interest expense totaled $1.8 million in the third quarter of 2024, which included $0.3 million of non-cash amortization of deferred debt issuance costs.
Income Taxes
During the third quarter of 2024, the Company recognized tax expense of $2.2 million on a pre-tax loss of $12.1 million, which included unfavorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses. The Company recognized a tax benefit of $0.7 million on pre-tax income of $0.6 million in the second quarter of 2024, which included favorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses.
Cash Flows
During the third quarter of 2024, cash flows provided by operations totaled $28.8 million and capital expenditures, net totaled $4.8 million. Net debt (total debt less cash and cash equivalents) was reduced by $20.5 million as a result.
The Company purchased $2.8 million of its common stock in the third quarter. As of September 30, 2024, the Company has repurchased $12.4 million of its common stock under a Board approved program. On October 24, 2024, the Company’s Board of Directors terminated the Company’s existing share repurchase program and replaced it with a new $50 million authorization which expires in October 2026.


Financial Condition
Cash on-hand totaled $46.0 million at September 30, 2024. No borrowings were outstanding under the Company’s asset-based revolving credit facility at September 30, 2024.
Conference Call Information
The call is scheduled for October 30, 2024 at 9:00 a.m. Central Daylight Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (888) 210-3346 in the United States or by dialing +1 (646) 960-0253 internationally and using the passcode 7534957. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.
About Oil States
Oil States International, Inc. is a global provider of manufactured products and services to customers in the energy, industrial and military sectors. The Company’s manufactured products include highly engineered capital equipment and consumable products. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange under the symbol “OIS”.
For more information on the Company, please visit Oil States International’s website at www.oilstatesintl.com.
Cautionary Language Concerning Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the level of supply and demand for oil and natural gas, fluctuations in the current and future prices of oil and natural gas, the level of exploration, drilling and completion activity, general global economic conditions, the cyclical nature of the oil and natural gas industry, geopolitical conflicts and tensions, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations with respect to crude oil production levels and pricing, the impact of environmental matters, including executive actions and regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the subsequently filed Quarterly Reports on Form 10-Q and Periodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months EndedNine Months Ended
September 30,
2024		June 30,
2024		September 30,
2023		September 30,
2024		September 30,
2023
Revenues:
Products$100,798 $108,579 $102,636 $303,706 $295,106 
Services73,550 77,804 91,653 224,287 278,911 
174,348 186,383 194,289 527,993 574,017 
Costs and expenses:
Product costs79,167 82,503 80,188 236,807 231,524 
Service costs
57,422 59,530 70,239 173,766 211,668 
Cost of revenues (exclusive of depreciation and amortization expense presented below)136,589 142,033 150,427 410,573 443,192 
Selling, general and administrative expense
22,754 26,373 24,241 71,623 71,785 
Depreciation and amortization expense13,635 14,698 15,416 42,528 46,209 
Impairment of goodwill— — — 10,000 — 
Impairments of intangible assets10,787 — — 10,787 — 
Impairments of operating lease assets2,579 — — 2,579 — 
Other operating (income) expense, net
(955)1,234 (1,985)76 (2,503)
185,389 184,338 188,099 548,166 558,683 
Operating income (loss)
(11,041)2,045 6,190 (20,173)15,334 
Interest expense, net(1,824)(2,061)(1,928)(5,986)(6,378)
Other income, net
731 652 186 1,311 672 
Income (loss) before income taxes
(12,134)636 4,448 (24,848)9,628 
Income tax benefit (provision)
(2,215)665 (236)(1,574)(2,700)
Net income (loss)
$(14,349)$1,301 $4,212 $(26,422)$6,928 
Net income (loss) per share:
Basic$(0.23)$0.02 $0.07 $(0.42)$0.11 
Diluted(0.23)0.02 0.07 (0.42)0.11 
Weighted average number of common shares outstanding:
Basic62,084 62,483 62,651 62,357 62,760 
Diluted62,084 62,704 63,060 62,357 63,135 


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In Thousands)
September 30, 2024December 31, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$45,984 $47,111 
Accounts receivable, net182,536 203,211 
Inventories, net221,134 202,027 
Prepaid expenses and other current assets29,257 35,648 
Total current assets478,911 487,997 
Property, plant, and equipment, net267,388 280,389 
Operating lease assets, net21,601 21,970 
Goodwill, net70,439 79,867 
Other intangible assets, net129,866 153,010 
Other noncurrent assets25,936 23,253 
Total assets$994,141 $1,046,486 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$634 $627 
Accounts payable55,506 67,546 
Accrued liabilities39,978 44,227 
Current operating lease liabilities7,295 6,880 
Income taxes payable2,616 1,233 
Deferred revenue34,742 36,757 
Total current liabilities140,771 157,270 
Long-term debt124,643 135,502 
Long-term operating lease liabilities19,392 18,346 
Deferred income taxes5,291 7,717 
Other noncurrent liabilities19,238 18,106 
Total liabilities309,335 336,941 
Stockholders’ equity:
Common stock786 772 
Additional paid-in capital1,135,634 1,129,240 
Retained earnings258,496 284,918 
Accumulated other comprehensive loss(66,595)(69,984)
Treasury stock(643,515)(635,401)
Total stockholders’ equity
684,806 709,545 
Total liabilities and stockholders’ equity
$994,141 $1,046,486 


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net income (loss)$(26,422)$6,928 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense42,528 46,209 
Impairment of goodwill
10,000 — 
Impairments of intangible assets
10,787 — 
Impairments of operating lease assets
2,579 — 
Stock-based compensation expense6,408 5,157 
Amortization of deferred financing costs1,168 1,344 
Deferred income tax benefit(2,798)(66)
Gains on disposals of assets(2,956)(3,335)
Gains on extinguishment of 4.75% convertible senior notes
(515)— 
Other, net83 (614)
Changes in operating assets and liabilities:
Accounts receivable21,173 29,538 
Inventories(18,406)(23,754)
Accounts payable and accrued liabilities(17,554)(17,515)
Deferred revenue(2,015)5,580 
Other operating assets and liabilities, net3,624 2,905 
Net cash flows provided by operating activities27,684 52,377 
Cash flows from investing activities:
Capital expenditures(23,309)(23,370)
Proceeds from disposition of property and equipment
15,411 4,374 
Other, net(431)(120)
Net cash flows used in investing activities(8,329)(19,116)
Cash flows from financing activities:
Revolving credit facility borrowings22,678 35,693 
Revolving credit facility repayments(22,678)(35,693)
Purchases of 4.75% convertible senior notes
(10,846)— 
Repayment of 1.50% convertible senior notes— (17,315)
Other debt and finance lease repayments(481)(340)
Payment of financing costs(1,119)(101)
Purchases of treasury stock
(5,149)(3,001)
Shares added to treasury stock as a result of net share settlements
due to vesting of stock awards		(2,596)(1,948)
Net cash flows used in financing activities(20,191)(22,705)
Effect of exchange rate changes on cash and cash equivalents(291)330 
Net change in cash and cash equivalents(1,127)10,886 
Cash and cash equivalents, beginning of period47,111 42,018 
Cash and cash equivalents, end of period$45,984 $52,904 
Cash paid (received) for:
Interest$4,206 $4,353 
Income taxes, net 2,695 (34)


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

SEGMENT DATA
(In Thousands)
(Unaudited)
Three Months EndedNine Months Ended
September 30,
2024
June 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Revenues(1):
Offshore Manufactured Products
Project-driven:
Products$58,164 $59,752 $58,169 $171,053 $152,241 
Services32,754 31,024 30,391 89,011 79,867 
90,918 90,776 88,560 260,064 232,108 
Military and other products11,316 10,780 7,510 30,583 23,114 
Total Offshore Manufactured Products
102,234 101,556 96,070 290,647 255,222 
Completion and Production Services40,099 46,421 59,831 133,812 191,425 
Downhole Technologies32,015 38,406 38,388 103,534 127,370 
Total revenues$174,348 $186,383 $194,289 $527,993 $574,017 
Operating income (loss)(1):
Offshore Manufactured Products(2)
$19,310 $14,357 $15,586 $44,270 $32,122 
Completion and Production Services(3)
(18,267)(535)3,285 (19,221)14,983 
Downhole Technologies(4)
(3,653)(1,141)(1,900)(16,873)(148)
Corporate(8,431)(10,636)(10,781)(28,349)(31,623)
Total operating income (loss)
$(11,041)$2,045 $6,190 $(20,173)$15,334 
________________
(1)In the first quarter 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment were integrated into the Downhole Technologies segment. Historical segment financial results were conformed with the revised segment presentation. Additionally, following the sale of its remaining U.S. land-based drilling rigs and the exit of the flowback and well testing service offerings in the third quarter of 2024, the Company’s Well Site Services segment name was changed to the Completion and Production Services segment.
(2)Operating income for the three months ended September 30, 2024 and June 30, 2024, and the nine months ended September 30, 2024 included facility consolidation charges of $0.4 million, $1.5 million and $3.4 million, respectively, associated with the Offshore Manufactured Products segment’s consolidation and relocation of certain manufacturing and service locations and other cost reduction measures. Operating income for the three and nine months ended September 30, 2023 included facility consolidation charges of $1.6 million associated with the Offshore/Manufactured Products segment's consolidation and relocation of certain manufacturing and service locations.
(3)Operating income (loss) for the three months ended September 30, 2024 and June 30, 2024, and the nine months ended September 30, 2024, included $15.9 million, $1.9 million and $18.5 million, respectively, in costs associated with consolidation and exit of certain underperforming locations. Additionally, during the three months ended September 30, 2024 and June 30, 2024, and the nine months ended September 30, 2024, the segment incurred $1.3 million, $1.0 million and $2.7 million, respectively, of costs associated with the defense of certain Completion and Production Services segment patents related to proprietary technologies.
(4)Operating loss for the nine months ended September 30, 2024 included a non-cash goodwill impairment charge of $10.0 million, recognized in connection with the 2024 segment realignment. Additionally, during the three and nine months ended September 30, 2024, the segment incurred $0.6 million in costs associated primarily with the exit of an underperforming location.



OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED EBITDA (A)
(In Thousands)
(Unaudited)
Three Months EndedNine Months Ended
September 30,
2024		June 30,
2024		September 30,
2023		September 30,
2024		September 30,
2023
Net income (loss)$(14,349)$1,301 $4,212 $(26,422)$6,928 
Interest expense, net1,824 2,061 1,928 5,986 6,378 
Income tax provision (benefit)2,215 (665)236 1,574 2,700 
Depreciation and amortization expense13,635 14,698 15,416 42,528 46,209 
Impairment of goodwill— — — 10,000 — 
Impairments of intangible assets
10,787 — — 10,787 — 
Impairments of operating lease assets
2,579 — — 2,579 — 
Facility consolidation/closure and other charges
4,840 4,426 1,649 11,775 1,649 
Gains on extinguishment of 4.75% convertible senior notes
— (515)— (515)— 
Adjusted EBITDA$21,531 $21,306 $23,441 $58,292 $63,864 
________________
(A)The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of 4.75% convertible senior notes (“2026 Notes”). Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted EBITDA to net income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED SEGMENT EBITDA (B)
(In Thousands)
(Unaudited)
Three Months EndedNine Months Ended
September 30,
2024		June 30,
2024		September 30,
2023		September 30,
2024		September 30,
2023
Offshore Manufactured Products:
Operating income$19,310 $14,357 $15,586 $44,270 $32,122 
Other income (expense), net8 (20)68 29 314 
Depreciation and amortization expense3,631 4,247 4,405 11,571 12,555 
Facility consolidation/closure and other charges
354 1,547 1,649 3,364 1,649 
Adjusted Segment EBITDA$23,303 $20,131 $21,708 $59,234 $46,640 
Completion and Production Services:
Operating income (loss)$(18,267)$(535)$3,285 $(19,221)$14,983 
Other income, net723 157 118 767 358 
Depreciation and amortization expense5,749 6,047 6,313 17,875 19,023 
Impairments of intangible assets
10,787 — — 10,787 — 
Impairments of operating lease assets
2,092 — — 2,092 — 
Facility consolidation/closure and other charges
4,329 2,879 — 8,254 — 
Adjusted Segment EBITDA$5,413 $8,548 $9,716 $20,554 $34,364 
Downhole Technologies:
Operating loss$(3,653)$(1,141)$(1,900)$(16,873)$(148)
Depreciation and amortization expense4,121 4,255 4,546 12,646 14,161 
Impairment of goodwill
— — — 10,000 — 
Impairments of operating lease assets
487 — 487 487 — 
Facility consolidation/closure and other charges123 — — 123 — 
Adjusted Segment EBITDA$1,078 $3,114 $2,646 $6,383 $14,013 
Corporate:
Operating loss$(8,431)$(10,636)$(10,781)$(28,349)$(31,623)
Other income, net— 515 — 515 — 
Depreciation and amortization expense134 149 152 436 470 
Other charges34 — — 34 — 
Gains on extinguishment of 4.75% convertible senior notes
— (515)— (515)— 
Adjusted Segment EBITDA$(8,263)$(10,487)$(10,629)$(27,879)$(31,153)
________________
(B)The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of 2026 Notes. Adjusted Segment EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted Segment EBITDA as supplemental disclosure because its management believes that Adjusted Segment EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted Segment EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted Segment EBITDA to operating income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED NET INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (C) AND
ADJUSTED NET INCOME (LOSS) PER SHARE, EXCLUDING CHARGES AND CREDITS (D)
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months EndedNine Months Ended
September 30,
2024		June 30,
2024		September 30,
2023		September 30,
2024		September 30,
2023
Net income (loss)$(14,349)$1,301 $4,212 $(26,422)$6,928 
Impairment of goodwill— — — 10,000 — 
Impairments of intangible assets
10,787 — — 10,787 — 
Impairments of operating lease assets
2,579 — — 2,579 — 
Facility consolidation/closure and other charges
4,840 4,426 1,649 11,775 1,649 
Gains on extinguishment of 4.75% convertible senior notes
— (515)— (515)— 
Total adjustments, before taxes
18,206 3,911 1,649 34,626 1,649 
Tax benefit(1,161)(821)(346)(2,990)(346)
Total adjustments, net of taxes
17,045 3,090 1,303 31,636 1,303 
Adjusted net income, excluding charges and credits$2,696 $4,391 $5,515 $5,214 $8,231 
Adjusted weighted average number of diluted common shares outstanding (E)62,412 62,704 63,060 62,648 63,135 
Adjusted diluted net income per share, excluding charges and credits (E)$0.04 $0.07 $0.09 $0.08 $0.13 
________________
(C)Adjusted net income, excluding charges and credits consists of net income (loss) plus impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of the 2026 Notes. Adjusted net income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) as prepared in accordance with GAAP. The Company has included adjusted net income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
(D)Adjusted net income per share, excluding charges and credits is calculated as adjusted net income, excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income per share, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) per share as prepared in accordance with GAAP. The Company has included adjusted net income per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income per share, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
(E)The calculation of diluted adjusted earnings per share for the three and nine months ended September 30, 2024 included 328 thousand shares and 292 thousand shares, respectively, issuable pursuant to outstanding performance share units.
Company Contact:
Lloyd A. Hajdik
Oil States International, Inc.
Executive Vice President, Chief Financial Officer and Treasurer
(713) 652-0582
SOURCE: Oil States International, Inc.

v3.24.3
Document And Entity Information Document
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name Oil States International, Inc
Entity Incorporation, State or Country Code DE
Entity File Number 1-16337
Entity Tax Identification Number 76-0476605
Entity Address, Address Line One Three Allen Center, 333 Clay Street
Entity Address, Address Line Two Suite 4620
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code 713
Local Phone Number 652-0582
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol OIS
Security Exchange Name NYSE
Entity Central Index Key 0001121484
Amendment Flag false
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