8-K
OIL STATES INTERNATIONAL, INC (OIS)
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): April 26, 2024
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-16337 | 76-0476605 |
|---|---|---|
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | OIS | New 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 April 26, 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 March 31, 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
| 99.1 | Press release dated April 26, 2024 |
|---|---|
| 104 | Cover 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: | April 26, 2024 | By: | /s/ LLOYD A. HAJDIK |
| Lloyd A. Hajdik | |||
| Executive Vice President, Chief Financial Officer & Treasurer |
Document
EXHIBIT 99.1
Oil States Announces First Quarter 2024 Results
•Net loss of $13.4 million, or $0.21 per diluted share, reported for the quarter, which included a non-cash goodwill impairment charge totaling $10.0 million ($9.5 million, after-tax, or $0.15 per share)
•Net loss of $1.9 million, or $0.03 per diluted share, excluding goodwill and other charges (a non-GAAP measure(1))
•Consolidated revenues of $167.3 million decreased 20% sequentially, driven primarily by the timing of conversion of orders from backlog
•Adjusted EBITDA (a non-GAAP measure(1)) of $15.5 million
•Received two 2024 Spotlight on New Technology™ Awards from the Offshore Technology Conference for our Ultra-deepwater Swift™ connector design and our ACTIVEHub™ platform with ACTIVELatch™ technology
•Realigned operating segments and recast historical segment-related information
HOUSTON, April 26, 2024 – Oil States International, Inc. (NYSE: OIS):
| Three Months Ended | % Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited, In Thousands, Except Per Share Amounts) | March 31,<br>2024 | December 31,<br>2023 | March 31,<br>2023 | Sequential | Year-over-Year | |||||
| Consolidated results: | ||||||||||
| Revenues | $ | 167,262 | $ | 208,266 | $ | 196,199 | (20) | % | (15) | % |
| Operating income (loss)(2)(3) | $ | (11,177) | $ | 7,830 | $ | 5,875 | n.m. | n.m. | ||
| Net income (loss) | $ | (13,374) | $ | 5,963 | $ | 2,158 | n.m. | n.m. | ||
| Net income (loss), excluding charges(1) | $ | (1,873) | $ | 7,071 | $ | 2,158 | n.m. | n.m. | ||
| Adjusted EBITDA(1) | $ | 15,455 | $ | 23,978 | $ | 21,407 | (36) | % | (28) | % |
| Revenues by segment(2): | ||||||||||
| Offshore Manufactured Products | $ | 86,857 | $ | 126,489 | $ | 80,505 | (31) | % | 8 | % |
| Well Site Services | 47,292 | 51,208 | 67,058 | (8) | % | (29) | % | |||
| Downhole Technologies | 33,113 | 30,569 | 48,636 | 8 | % | (32) | % | |||
| Revenues by destination: | ||||||||||
| U.S. land | $ | 67,082 | $ | 72,381 | $ | 100,537 | (7) | % | (33) | % |
| Offshore and international | 100,180 | 135,885 | 95,662 | (26) | % | 5 | % | |||
| Operating income (loss) by segment(2)(3): | ||||||||||
| Offshore Manufactured Products | $ | 10,603 | $ | 24,167 | $ | 7,698 | (56) | % | 38 | % |
| Well Site Services | (419) | (1,102) | 6,966 | 62 | % | n.m. | ||||
| Downhole Technologies | (12,079) | (5,726) | 1,873 | (111) | % | n.m. | ||||
| Adjusted Segment EBITDA(1)(2): | ||||||||||
| Offshore Manufactured Products | $ | 15,800 | $ | 28,838 | $ | 11,938 | (45) | % | 32 | % |
| Well Site Services | 6,593 | 5,903 | 13,223 | 12 | % | (50) | % | |||
| Downhole Technologies | 2,191 | (1,420) | 6,741 | n.m. | (67) | % |
___________________
(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 first quarter 2024 revised segment presentation. See “2023 Recast Segment Data” tables below for revised 2023 quarterly and full-year information.
(3)Operating income (loss) for the three months ended March 31, 2024 included goodwill impairment, facility consolidation and other charges totaling $12.5 million. Operating income (loss) for the three months ended December 31, 2023 included facility consolidation and other charges totaling $1.4 million. See “Segment Data” below for additional information.
Oil States International, Inc. reported net loss of $13.4 million, or $0.21 per share, and Adjusted EBITDA of $15.5 million for the first quarter of 2024 on revenues of $167.3 million. Reported first quarter 2024 net loss included a non-cash goodwill impairment charge of $10.0 million ($9.5 million after-tax, or $0.15 per share) and facility consolidation and other charges of $2.5 million ($2.0 million after-tax, or $0.03 per share). These results compare to revenues of $208.3 million, net income of $6.0 million, or $0.09 per share, and Adjusted EBITDA of $24.0 million reported in the fourth quarter of 2023, which included facility consolidation and other charges of $1.4 million ($1.1 million after-tax, or $0.02 per share).
Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated,
“Our first quarter consolidated revenues and Adjusted EBITDA decreased sequentially due primarily to the impacts of seasonality and timing of revenue recognition for our percentage-of-completion projects in our Offshore Manufactured Products segment, where revenues increased year-over-year but declined sequentially. Certain orders moved out of the quarter, resulting in segment backlog of $305 million as of March 31, and a quarterly book-to-bill ratio of 0.8x.
“Our Completion Services and Downhole Technologies businesses have begun to recover from the fourth quarter 2023 activity slow-down that the industry experienced, but progress in this recovery during the first quarter was slow. Cost control and other reduction measures are being implemented in the areas where we are experiencing lower levels of activity, particularly the gas basins, as we do not expect much recovery over the next couple of quarters.
“Our investments in technology and innovation were again highlighted by the Offshore Technology Conference, with the announcement that we are the recipient of two 2024 Spotlight on New Technology Awards for our Swift™ Ultra-Deepwater Connector and our ACTIVEHub™ platform with ACTIVELatch™.
“We remain encouraged by the continued expansion in offshore activity globally coupled with enhanced competitive positioning in each of our business segments through our recent new technology introductions. Benefits of our expanded technology offering are expected to extend well beyond the next couple of years.”
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 first quarter 2024 revised segment presentation.
(See Segment Data, Adjusted Segment EBITDA, 2023 Recast Segment Data and 2023 Adjusted Segment EBITDA tables below)
Offshore Manufactured Products
Offshore Manufactured Products reported revenues of $86.9 million, operating income of $10.6 million and Adjusted Segment EBITDA of $15.8 million in the first quarter of 2024, compared to revenues of $126.5 million, operating income of $24.2 million and Adjusted Segment EBITDA of $28.8 million reported in the fourth quarter of 2023. During the first quarter of 2024 and the fourth quarter of 2023, the segment recorded charges of $1.5 million and $0.8 million, respectively, associated with the consolidation of certain manufacturing and service locations. Adjusted Segment EBITDA margin in the first quarter of 2024 was 18%.
Backlog totaled $305 million as of March 31, 2024, a decrease of $22 million, or 7%, from December 31, 2023 due to the timing of bookings, which totaled $66 million, yielding a quarterly book-to-bill ratio of 0.8x.
Well Site Services
Well Site Services reported revenues of $47.3 million, an operating loss of $0.4 million and Adjusted Segment EBITDA of $6.6 million in the first quarter of 2024, compared to revenues of $51.2 million, an operating loss of $1.1 million and Adjusted Segment EBITDA of $5.9 million reported in the fourth quarter of 2023. During the first quarter of 2024 and the fourth quarter of 2023, the segment recorded costs of $0.4 million and $0.6 million, respectively, associated with the defense of certain patents related to its proprietary technologies. Additionally, the segment recognized $0.7 million in costs associated with the consolidation and exit of three facilities during the first quarter of 2024. Adjusted Segment EBITDA margin was 14% in the first quarter of 2024, compared to 12% in the fourth quarter of 2023.
Downhole Technologies
Downhole Technologies reported revenues of $33.1 million, an operating loss of $12.1 million and Adjusted Segment EBITDA of $2.2 million in the first quarter of 2024, compared to revenues of $30.6 million, an operating loss of $5.7 million and an Adjusted Segment EBITDA loss of $1.4 million reported in the fourth quarter of 2023. Reported results in the first quarter of 2024 included a non-cash goodwill impairment charge of $10.0 million, recorded in connection with the first quarter 2024 segment realignment discussed above. Included in the fourth quarter of 2023 results were provisions for excess and obsolete inventory totaling $1.3 million.
Corporate
Corporate operating expenses in the first quarter of 2024 totaled $9.3 million.
Interest Expense, Net
Net interest expense totaled $2.1 million in the first quarter of 2024, which included $0.5 million of non-cash amortization of deferred debt issuance costs.
Income Taxes
During the first quarter of 2024, the Company recognized tax expense of $24 thousand on a pre-tax loss of $13.4 million, which included a $7.7 million non-deductible goodwill impairment charge as well as other non-deductible expenses. The Company recognized tax expense of $0.2 million on pre-tax income of $6.2 million in the fourth quarter of 2023.
Cash Flows
During the first quarter of 2024, cash flows used in operations totaled $11.4 million and capital expenditures totaled $10.1 million ($7.8 million net of proceeds from sales of equipment) primarily due to the purchase of land for the new Batam, Indonesia manufacturing facility.
Financial Condition
Cash on-hand totaled $24.1 million at March 31, 2024. No borrowings were outstanding under the Company’s asset-based revolving credit facility (the “ABL Facility”) at March 31, 2024. The Company amended its ABL Facility during the quarter to extend the maturity date to February 16, 2028.
Industry Awards
•2024 Spotlight on New Technology™ Awards from the Offshore Technology Conference
◦Ultra-Deepwater Connector
Oil States’ Swift™ Ultra-Deepwater Connector offers oil and gas operators a unique integrally machined anti-rotation mechanism that allows for hands-free makeup and is designed to prevent connector breakout in extreme and fatigue-sensitive ultra-deepwater conditions. This metal-sealing casing/conductor connector features integral ratchet anti-rotation as a standard component with no loose parts such as the tabs, keys and screws common on traditional anti-rotational connectors. The advanced ratchet anti-rotation mechanism allows hands-free running of the connector eliminating personnel in the red zone, reducing safety risks associated with dropped objects and personnel hazards related to the make-up of traditional large diameter conductor connectors.
◦Remote Wellsite Monitoring and Control Solutions
Oil States recently introduced its ACTIVEHub™ platform with ACTIVELatch™ technology to address operators’ needs for remotely monitoring and controlling their frac locations to provide an efficient, safer and more environmentally friendly wellsite. The ACTIVEHub platform is a communication and control center that is designed to provide real-time information and control across the entire wellsite. ACTIVELatch is a key component of the ACTIVEHub system, and is the industry’s first, battery-operated “wireless latch.” Our ACTIVELatch is a 5 1/8-in. 15,000 psi, remotely operated wellhead connection that is designed to allow an operator to make and break the wireline connection to the well wirelessly via the ACTIVEHub communication and control system without bulky cables or hydraulics. The component’s wireless capability removes personnel from the red zone for greater wellsite safety.
Conference Call Information
The call is scheduled for April 26, 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. 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 Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2024 | December 31,<br>2023 | March 31,<br>2023 | ||||
| Revenues: | ||||||
| Products | $ | 94,329 | $ | 123,444 | $ | 99,840 |
| Services | 72,933 | 84,822 | 96,359 | |||
| 167,262 | 208,266 | 196,199 | ||||
| Costs and expenses: | ||||||
| Product costs | 75,137 | 97,291 | 78,677 | |||
| Service costs | 56,814 | 66,405 | 72,058 | |||
| Cost of revenues (exclusive of depreciation and amortization expense presented below) | 131,951 | 163,696 | 150,735 | |||
| Selling, general and administrative expense(1) | 22,496 | 22,400 | 24,016 | |||
| Depreciation and amortization expense | 14,195 | 14,569 | 15,256 | |||
| Impairment of goodwill | 10,000 | — | — | |||
| Other operating (income) expense, net(2) | (203) | (229) | 317 | |||
| 178,439 | 200,436 | 190,324 | ||||
| Operating income (loss) | (11,177) | 7,830 | 5,875 | |||
| Interest expense, net | (2,101) | (1,811) | (2,391) | |||
| Other income (expense), net | (72) | 177 | 276 | |||
| Income (loss) before income taxes | (13,350) | 6,196 | 3,760 | |||
| Income tax provision | (24) | (233) | (1,602) | |||
| Net income (loss) | $ | (13,374) | $ | 5,963 | $ | 2,158 |
| Net income (loss) per share: | ||||||
| Basic | $ | (0.21) | $ | 0.09 | $ | 0.03 |
| Diluted | (0.21) | 0.09 | 0.03 | |||
| Weighted average number of common shares outstanding: | ||||||
| Basic | 62,503 | 62,483 | 62,825 | |||
| Diluted | 62,503 | 63,004 | 63,072 |
________________
(1)Selling, general and administrative expense for the three months ended March 31, 2024 and December 31, 2023 included $0.4 million and $0.6 million, respectively, of costs associated with the defense of certain Well Site Services segment patents related to proprietary technologies.
(2)Other operating (income) expense, net for the three months ended March 31, 2024 and December 31, 2023 included facility consolidation charges of $1.5 million and $0.8 million, respectively, associated with the Offshore Manufactured Products segment’s ongoing consolidation and relocation of certain manufacturing and service locations. Other operating (income) expense, net for the three months ended March 31, 2024 also included $0.7 million in costs associated with the Well Site Services segment’s consolidation and exit of three facilities.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 24,059 | $ | 47,111 |
| Accounts receivable, net | 200,765 | 203,211 | ||
| Inventories, net | 210,189 | 202,027 | ||
| Prepaid expenses and other current assets | 35,169 | 35,648 | ||
| Total current assets | 470,182 | 487,997 | ||
| Property, plant, and equipment, net | 278,083 | 280,389 | ||
| Operating lease assets, net | 24,826 | 21,970 | ||
| Goodwill, net | 69,774 | 79,867 | ||
| Other intangible assets, net | 148,734 | 153,010 | ||
| Other noncurrent assets | 24,216 | 23,253 | ||
| Total assets | $ | 1,015,815 | $ | 1,046,486 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 620 | $ | 627 |
| Accounts payable | 57,062 | 67,546 | ||
| Accrued liabilities | 34,821 | 44,227 | ||
| Current operating lease liabilities | 6,654 | 6,880 | ||
| Income taxes payable | 1,179 | 1,233 | ||
| Deferred revenue | 41,528 | 36,757 | ||
| Total current liabilities | 141,864 | 157,270 | ||
| Long-term debt | 135,572 | 135,502 | ||
| Long-term operating lease liabilities | 21,147 | 18,346 | ||
| Deferred income taxes | 6,518 | 7,717 | ||
| Other noncurrent liabilities | 18,396 | 18,106 | ||
| Total liabilities | 323,497 | 336,941 | ||
| Stockholders’ equity: | ||||
| Common stock | 785 | 772 | ||
| Additional paid-in capital | 1,130,979 | 1,129,240 | ||
| Retained earnings | 271,544 | 284,918 | ||
| Accumulated other comprehensive loss | (73,011) | (69,984) | ||
| Treasury stock | (637,979) | (635,401) | ||
| Total stockholders’ equity | 692,318 | 709,545 | ||
| Total liabilities and stockholders’ equity | $ | 1,015,815 | $ | 1,046,486 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Cash flows from operating activities: | ||||
| Net income (loss) | $ | (13,374) | $ | 2,158 |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
| Depreciation and amortization expense | 14,195 | 15,256 | ||
| Impairment of goodwill | 10,000 | — | ||
| Stock-based compensation expense | 1,752 | 1,589 | ||
| Amortization of deferred financing costs | 513 | 449 | ||
| Deferred income tax provision (benefit) | (1,122) | 396 | ||
| Gains on disposals of assets | (1,245) | (210) | ||
| Other, net | (300) | 17 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 1,579 | (745) | ||
| Inventories | (8,909) | (12,802) | ||
| Accounts payable and accrued liabilities | (19,355) | (18,329) | ||
| Deferred revenue | 4,771 | 4,179 | ||
| Other operating assets and liabilities, net | 135 | 2,124 | ||
| Net cash flows used in operating activities | (11,360) | (5,918) | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (10,092) | (6,568) | ||
| Proceeds from disposition of equipment | 2,295 | 223 | ||
| Other, net | (31) | (48) | ||
| Net cash flows used in investing activities | (7,828) | (6,393) | ||
| Cash flows from financing activities: | ||||
| Revolving credit facility borrowings | 1,894 | 27,865 | ||
| Revolving credit facility repayments | (1,894) | (22,865) | ||
| Repayment of 1.50% convertible senior notes | — | (17,315) | ||
| Other debt and finance lease repayments | (154) | (106) | ||
| Payment of financing costs | (954) | (21) | ||
| Shares added to treasury stock as a result of net share settlements <br>due to vesting of stock awards | (2,578) | (1,936) | ||
| Net cash flows used in financing activities | (3,686) | (14,378) | ||
| Effect of exchange rate changes on cash and cash equivalents | (178) | 478 | ||
| Net change in cash and cash equivalents | (23,052) | (26,211) | ||
| Cash and cash equivalents, beginning of period | 47,111 | 42,018 | ||
| Cash and cash equivalents, end of period | $ | 24,059 | $ | 15,807 |
| Cash paid (received) for: | ||||
| Interest | $ | 306 | $ | 485 |
| Income taxes, net | 599 | (2,465) |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
SEGMENT DATA
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2024 | December 31, 2023 | March 31,<br>2023 | ||||
| Revenues(1): | ||||||
| Offshore Manufactured Products | ||||||
| Project-driven: | ||||||
| Products | $ | 53,137 | $ | 82,839 | $ | 48,617 |
| Services | 25,233 | 32,875 | 24,630 | |||
| 78,370 | 115,714 | 73,247 | ||||
| Military and other products | 8,487 | 10,775 | 7,258 | |||
| Total Offshore Manufactured Products | 86,857 | 126,489 | 80,505 | |||
| Well Site Services | 47,292 | 51,208 | 67,058 | |||
| Downhole Technologies | 33,113 | 30,569 | 48,636 | |||
| Total revenues | $ | 167,262 | $ | 208,266 | $ | 196,199 |
| Operating income (loss)(1): | ||||||
| Offshore Manufactured Products(2) | $ | 10,603 | $ | 24,167 | $ | 7,698 |
| Well Site Services(3) | (419) | (1,102) | 6,966 | |||
| Downhole Technologies(4) | (12,079) | (5,726) | 1,873 | |||
| Corporate | (9,282) | (9,509) | (10,662) | |||
| Total operating income | $ | (11,177) | $ | 7,830 | $ | 5,875 |
________________
(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 first quarter 2024 revised segment presentation.
(2)Operating income for the three months ended March 31, 2024 and December 31, 2023 included facility consolidation charges of $1.5 million and $0.8 million, respectively, associated with the Offshore Manufactured Products segment’s ongoing consolidation and relocation of certain manufacturing and service locations.
(3)Operating loss for the three months ended March 31, 2024 and December 31, 2023 included $0.4 million and $0.6 million, respectively, of costs associated with the defense of certain Well Site Services segment patents related to proprietary technologies. Additionally, during the three months ended March 31, 2024 the segment incurred $0.7 million in costs associated with consolidation and exit of three facilities.
(4)Operating loss for the three months ended March 31, 2024 included a non-cash goodwill impairment charge of $10.0 million, recognized in connection with the first quarter 2024 segment realignment .
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED EBITDA (A)
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2024 | December 31,<br>2023 | March 31,<br>2023 | ||||
| Net income (loss) | $ | (13,374) | $ | 5,963 | $ | 2,158 |
| Interest expense, net | 2,101 | 1,811 | 2,391 | |||
| Income tax provision | 24 | 233 | 1,602 | |||
| Depreciation and amortization expense | 14,195 | 14,569 | 15,256 | |||
| Impairment of goodwill | 10,000 | — | — | |||
| Facility consolidation and other charges | 2,509 | 1,402 | — | |||
| Adjusted EBITDA | $ | 15,455 | $ | 23,978 | $ | 21,407 |
________________
(A)The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairment of goodwill, and facility consolidation and other charges. 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 Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2024 | December 31,<br>2023 | March 31,<br>2023 | ||||
| Offshore Manufactured Products: | ||||||
| Operating income | $ | 10,603 | $ | 24,167 | $ | 7,698 |
| Other income, net | 41 | 44 | 165 | |||
| Depreciation and amortization expense | 3,693 | 3,802 | 4,075 | |||
| Facility consolidation and other charges | 1,463 | 825 | — | |||
| Adjusted Segment EBITDA | $ | 15,800 | $ | 28,838 | $ | 11,938 |
| Well Site Services: | ||||||
| Operating income (loss) | $ | (419) | $ | (1,102) | $ | 6,966 |
| Other income (expense), net | (113) | 133 | 111 | |||
| Depreciation and amortization expense | 6,079 | 6,295 | 6,146 | |||
| Facility consolidation and other charges | 1,046 | 577 | — | |||
| Adjusted Segment EBITDA | $ | 6,593 | $ | 5,903 | $ | 13,223 |
| Downhole Technologies: | ||||||
| Operating income (loss) | $ | (12,079) | $ | (5,726) | $ | 1,873 |
| Depreciation and amortization expense | 4,270 | 4,306 | 4,868 | |||
| Impairment of goodwill | 10,000 | — | — | |||
| Adjusted Segment EBITDA | $ | 2,191 | $ | (1,420) | $ | 6,741 |
| Corporate: | ||||||
| Operating loss | $ | (9,282) | $ | (9,509) | $ | (10,662) |
| Depreciation and amortization expense | 153 | 166 | 167 | |||
| Adjusted Segment EBITDA | $ | (9,129) | $ | (9,343) | $ | (10,495) |
________________
(B)The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairment of goodwill, and facility consolidation and other charges. 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
NET INCOME (LOSS), EXCLUDING CHARGES (C) AND
DILUTED EARNINGS (LOSS) PER SHARE, EXCLUDING CHARGES (D)
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31,<br>2024 | December 31,<br>2023 | March 31,<br>2023 | ||||
| Net income (loss) | $ | (13,374) | $ | 5,963 | $ | 2,158 |
| Impairment of goodwill | 10,000 | — | — | |||
| Facility consolidation and other charges | 2,509 | 1,402 | — | |||
| Total adjustments, before taxes | 12,509 | 1,402 | — | |||
| Tax benefit | (1,008) | (294) | — | |||
| Total adjustments, net of taxes | 11,501 | 1,108 | — | |||
| Net income (loss), excluding charges | $ | (1,873) | $ | 7,071 | $ | 2,158 |
| Weighted average number of common shares outstanding: | ||||||
| Basic | 62,503 | 62,483 | 62,825 | |||
| Diluted | 62,503 | 63,004 | 63,072 | |||
| Net income (loss) per share, excluding charges: | ||||||
| Basic | $ | (0.03) | $ | 0.11 | $ | 0.03 |
| Diluted | (0.03) | 0.11 | 0.03 |
________________
(C)Net income (loss), excluding charges consists of net income (loss) plus impairment of goodwill and facility consolidation and other charges. Net income (loss), excluding charges 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 net income (loss), excluding charges as a supplemental disclosure because its management believes that net income (loss), excluding charges provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
(D)Net income (loss) per share, excluding charges is calculated as net income (loss), excluding charges divided by the weighted average number of common shares outstanding. Net income (loss) per share, excluding charges 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 net income (loss) per share, excluding charges as a supplemental disclosure because its management believes that net income (loss) per share, excluding charges provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
2023 RECAST SEGMENT DATA
(In Thousands)
(Unaudited)
The following tables provide unaudited quarterly and full-year 2023 segment financial, backlog and other information – conformed with the revised first quarter 2024 segment presentation.
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31,<br><br>2023 | June 30,<br><br>2023 | September 30,<br><br>2023 | December 31,<br><br>2023 | Full-Year<br><br>2023 | ||||||
| Revenues: | ||||||||||
| Offshore Manufactured Products | ||||||||||
| Project-driven: | ||||||||||
| Products | $ | 48,617 | $ | 45,455 | $ | 58,169 | $ | 82,839 | $ | 235,080 |
| Services | 24,630 | 24,846 | 30,391 | 32,875 | 112,742 | |||||
| 73,247 | 70,301 | 88,560 | 115,714 | 347,822 | ||||||
| Military and other products | 7,258 | 8,346 | 7,510 | 10,775 | 33,889 | |||||
| Total Offshore Manufactured Products | 80,505 | 78,647 | 96,070 | 126,489 | 381,711 | |||||
| Well Site Services | 67,058 | 64,536 | 59,831 | 51,208 | 242,633 | |||||
| Downhole Technologies | 48,636 | 40,346 | 38,388 | 30,569 | 157,939 | |||||
| Total revenues | $ | 196,199 | $ | 183,529 | $ | 194,289 | $ | 208,266 | $ | 782,283 |
| Operating income (loss): | ||||||||||
| Offshore Manufactured Products | $ | 7,698 | $ | 8,838 | $ | 15,586 | $ | 24,167 | $ | 56,289 |
| Well Site Services | 6,966 | 4,732 | 3,285 | (1,102) | 13,881 | |||||
| Downhole Technologies | 1,873 | (121) | (1,900) | (5,726) | (5,874) | |||||
| Corporate | (10,662) | (10,180) | (10,781) | (9,509) | (41,132) | |||||
| Total operating income (loss) | $ | 5,875 | $ | 3,269 | $ | 6,190 | $ | 7,830 | $ | 23,164 |
| Adjusted Segment EBITDA(B): | ||||||||||
| Offshore Manufactured Products | $ | 11,938 | $ | 12,994 | $ | 21,708 | $ | 28,838 | $ | 75,478 |
| Well Site Services | 13,223 | 11,425 | 9,716 | 5,903 | 40,267 | |||||
| Downhole Technologies | 6,741 | 4,626 | 2,646 | (1,420) | 12,593 | |||||
| Corporate | (10,495) | (10,029) | (10,629) | (9,343) | (40,496) | |||||
| Total Adjusted EBITDA(A) | $ | 21,407 | $ | 19,016 | $ | 23,441 | $ | 23,978 | $ | 87,842 |
| Capital expenditures: | ||||||||||
| Offshore Manufactured Products | $ | 359 | $ | 4,587 | $ | 2,712 | $ | 1,577 | $ | 9,235 |
| Well Site Services | 5,772 | 5,672 | 2,602 | 5,079 | 19,125 | |||||
| Downhole Technologies | 425 | 246 | 568 | 586 | 1,825 | |||||
| Corporate | 12 | 265 | 150 | 41 | 468 | |||||
| Total capital expenditures | $ | 6,568 | $ | 10,770 | $ | 6,032 | $ | 7,283 | $ | 30,653 |
| Assets: | ||||||||||
| Offshore Manufactured Products | $ | 502,263 | $ | 495,983 | $ | 495,440 | $ | 521,923 | $ | 521,923 |
| Well Site Services | 212,415 | 204,437 | 201,384 | 191,630 | 191,630 | |||||
| Downhole Technologies | 302,271 | 292,047 | 287,152 | 278,151 | 278,151 | |||||
| Corporate | 33,188 | 52,553 | 64,044 | 54,782 | 54,782 | |||||
| Total assets | $ | 1,050,137 | $ | 1,045,020 | $ | 1,048,020 | $ | 1,046,486 | $ | 1,046,486 |
| Offshore Manufactured Products Backlog | $ | 316,473 | $ | 327,705 | $ | 341,153 | $ | 327,048 | $ | 327,048 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
2023 RECAST RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED SEGMENT EBITDA (B)
(In Thousands)
(Unaudited)
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31,<br><br>2023 | June 30,<br><br>2023 | September 30,<br><br>2023 | December 31,<br><br>2023 | Full-Year<br><br>2023 | ||||||
| Offshore Manufactured Products: | ||||||||||
| Operating income | $ | 7,698 | $ | 8,838 | $ | 15,586 | $ | 24,167 | $ | 56,289 |
| Other income, net | 165 | 81 | 68 | 44 | 358 | |||||
| Depreciation and amortization expense | 4,075 | 4,075 | 4,405 | 3,802 | 16,357 | |||||
| Facility consolidation and other charges | — | — | 1,649 | 825 | 2,474 | |||||
| Adjusted Segment EBITDA | $ | 11,938 | $ | 12,994 | $ | 21,708 | $ | 28,838 | $ | 75,478 |
| Well Site Services: | ||||||||||
| Operating income (loss) | $ | 6,966 | $ | 4,732 | $ | 3,285 | $ | (1,102) | $ | 13,881 |
| Other income, net | 111 | 129 | 118 | 133 | 491 | |||||
| Depreciation and amortization expense | 6,146 | 6,564 | 6,313 | 6,295 | 25,318 | |||||
| Patent defense costs | — | — | — | 577 | 577 | |||||
| Adjusted Segment EBITDA | $ | 13,223 | $ | 11,425 | $ | 9,716 | $ | 5,903 | $ | 40,267 |
| Downhole Technologies: | ||||||||||
| Operating income (loss) | $ | 1,873 | $ | (121) | $ | (1,900) | $ | (5,726) | $ | (5,874) |
| Depreciation and amortization expense | 4,868 | 4,747 | 4,546 | 4,306 | 18,467 | |||||
| Adjusted Segment EBITDA | $ | 6,741 | $ | 4,626 | $ | 2,646 | $ | (1,420) | $ | 12,593 |
| Corporate: | ||||||||||
| Operating loss | $ | (10,662) | $ | (10,180) | $ | (10,781) | $ | (9,509) | $ | (41,132) |
| Depreciation and amortization expense | 167 | 151 | 152 | 166 | 636 | |||||
| Adjusted Segment EBITDA | $ | (10,495) | $ | (10,029) | $ | (10,629) | $ | (9,343) | $ | (40,496) |
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.