0001121484false00011214842024-07-292024-07-29

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): July 29, 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 July 29, 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 June 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:July 29, 2024By:/s/  LLOYD A. HAJDIK
Lloyd A. Hajdik
Executive Vice President, Chief Financial Officer & Treasurer

bluelogoa.jpg    EXHIBIT 99.1


Oil States Announces Second Quarter 2024 Results
•Net income of $1.3 million, or $0.02 per share, reported for the quarter, which included charges and credits totaling $3.9 million ($3.1 million, after-tax, or $0.05 per share)
•Adjusted net income of $4.4 million, or $0.07 per share, excluding charges and credits (a non-GAAP measure(1))
•Consolidated revenues of $186.4 million increased 11% sequentially, driven primarily by the timing of conversion of orders from backlog along with modest U.S. oil-focused completion market share gains
•Adjusted EBITDA (a non-GAAP measure(1)) of $21.3 million increased 38% sequentially
•Received cash proceeds of $10.3 million in connection with the sale of a previously idled facility
•Purchased $11.5 million principal amount of our 4.75% convertible senior notes at a discount and $2.4 million of our common stock
HOUSTON, July 29, 2024 – Oil States International, Inc. (NYSE: OIS):
Three Months Ended% Change
(Unaudited, In Thousands, Except Per Share Amounts)
June 30,
2024		March 31,
2024		June 30,
2023		SequentialYear-over-Year
Consolidated results:
Revenues$186,383 $167,262 $183,529 11 %2 %
Operating income (loss)(3)
$2,045 $(11,177)$3,269 n.m.(37)%
Net income (loss)
$1,301 $(13,374)$558 n.m.133 %
Adjusted net income (loss), excluding charges and credits(1)
$4,391 $(1,873)$558 n.m.n.m.
Adjusted EBITDA(1)
$21,306 $15,455 $19,016 38 %12 %
Revenues by segment(2):
Offshore Manufactured Products
$101,556 $86,857 $78,647 17 %29 %
Well Site Services46,421 47,292 64,536 (2)%(28)%
Downhole Technologies38,406 33,113 40,346 16 %(5)%
Revenues by destination:
Offshore and international
$118,625 $100,180 $89,817 18 %32 %
U.S. land
67,758 67,082 93,712 1 %(28)%
Operating income (loss) by segment(2)(3):
Offshore Manufactured Products
$14,357 $10,603 $8,838 35 %62 %
Well Site Services
(535)(419)4,732 (28)%n.m.
Downhole Technologies(1,141)(12,079)(121)91 %n.m.
Adjusted Segment EBITDA(1)(2):
Offshore Manufactured Products
$20,131 $15,800 $12,994 27 %55 %
Well Site Services8,548 6,593 11,425 30 %(25)%
Downhole Technologies3,114 2,191 4,626 42 %(33)%
___________________
(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) for the three months ended June 30, 2024 included facility consolidation and other charges totaling $4.4 million. Operating income (loss) for the three months ended March 31, 2024 included goodwill impairment, facility consolidation and other charges totaling $12.5 million. See “Segment Data” below for additional information.


Oil States International, Inc. reported net income of $1.3 million, or $0.02 per share, and Adjusted EBITDA of $21.3 million for the second quarter of 2024 on revenues of $186.4 million. Reported second quarter 2024 net income included charges and credits of $3.9 million ($3.1 million after-tax, or $0.05 per share). These results compare to revenues of $167.3 million, a net loss of $13.4 million, or $0.21 per share, and Adjusted EBITDA of $15.5 million reported in the first quarter of 2024, which 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).
Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:
“Our second quarter consolidated revenues and Adjusted EBITDA increased 11% and 38% sequentially – driven by higher project-related activity within our Offshore Manufactured Products segment. Our U.S. land revenues in the current quarter reflect our decision to exit a number of underperforming operations within our Well Site Services segment in addition to a 3% sequential-quarter decline in the average rig count.
In the second quarter, our Offshore Manufactured Products segment revenues increased 17% sequentially totaling $102 million, while Adjusted Segment EBITDA rose 27% to $20 million. Bookings totaled $101 million during the quarter compared to $66 million booked in the first quarter of 2024, yielding backlog of $300 million as of June 30 and a quarterly book-to-bill ratio of 1.0x.
“Revenues reported by our Well Site Services segment decreased 2% on a sequential quarter basis, given the impact of lower activity and the segment’s exit of four underperforming locations in the United States over the past six months. Adjusted Segment EBITDA increased 30% from the first quarter of 2024 – reflective of higher customer activity in the Gulf of Mexico and the Permian Basin along with various cost reduction initiatives.
“Our Downhole Technologies segment revenues and Adjusted Segment EBITDA increased 16% and 42%, respectively, from the first quarter of 2024, driven primarily by increased completion product and international perforating sales.
“We continue to focus on improving operations and allocating capital to efficiently and safely provide our customers with advanced technologies and services, while enhancing returns, reducing debt and returning cash to our stockholders. Strong cash flows from operations totaling $10 million allowed for convertible debt and share repurchases in the quarter.”
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.
(See Segment Data and Adjusted Segment EBITDA tables below)
Offshore Manufactured Products
Offshore Manufactured Products reported revenues of $101.6 million, operating income of $14.4 million and Adjusted Segment EBITDA of $20.1 million in the second quarter of 2024, compared to revenues of $86.9 million, operating income of $10.6 million and Adjusted Segment EBITDA of $15.8 million reported in the first quarter of 2024. The segment recorded charges of $1.5 million in both the second and first quarters of 2024, associated with the ongoing consolidation of certain manufacturing and service locations. Adjusted Segment EBITDA margin was 20% in the second quarter of 2024 compared to 18% in the first quarter of 2024.
Backlog totaled $300 million as of June 30, 2024. Second quarter bookings totaled $101 million, compared to bookings of $66 million in the first quarter – yielding a quarterly book-to-bill ratio of 1.0x (year-to-date ratio of 0.9x).


Well Site Services
Well Site Services reported revenues of $46.4 million, an operating loss of $0.5 million and Adjusted Segment EBITDA of $8.5 million in the second quarter of 2024, compared to revenues of $47.3 million, an operating loss of $0.4 million and Adjusted Segment EBITDA of $6.6 million reported in the first quarter of 2024. The segment recognized $1.9 million and $0.7 million in costs associated with the consolidation and exit of underperforming locations during the second and first quarters of 2024. Additionally, during the second and first quarters of 2024, the segment recorded costs of $1.0 million and $0.4 million, respectively, associated with the defense of certain patents related to its proprietary technologies. Adjusted Segment EBITDA margin was 18% in the second quarter of 2024, compared to 14% in the first quarter of 2024.
Downhole Technologies
Downhole Technologies reported 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, compared to 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. Reported results in the first quarter of 2024 included a non-cash goodwill impairment charge of $10.0 million, recorded in connection with the segment realignment discussed above.
Corporate
Corporate operating expenses in the second quarter of 2024 totaled $10.6 million.
Interest Expense, Net
Net interest expense totaled $2.1 million in the second quarter of 2024, which included $0.3 million of non-cash amortization of deferred debt issuance costs.
Income Taxes
During the second quarter of 2024, the Company recognized tax benefit of $0.7 million on pre-tax income of $0.6 million, which included favorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses. The Company recognized tax expense of $24 thousand on a pre-tax loss of $13.4 million in the first quarter of 2024, which included a $7.7 million non-deductible goodwill impairment charge as well as other non-deductible expenses.
Cash Flows
During the second quarter of 2024, cash flows provided by operations totaled $10.2 million and capital expenditures totaled $5.8 million. The Company sold an idle facility and certain other equipment for proceeds totaling $10.5 million in the quarter.
The Company purchased $11.5 million principal amount of its 4.75% convertible senior notes at 94% of par and $2.4 million (543 thousand shares) of its common stock in the second quarter. A total of $15.8 million remains available under the Company’s share repurchase authorization, which extends through February 2025.
Financial Condition
Cash on-hand totaled $25.2 million at June 30, 2024. No borrowings were outstanding under the Company’s asset-based revolving credit facility at June 30, 2024.


Conference Call Information
The call is scheduled for July 29, 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 Report 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 EndedSix Months Ended
June 30,
2024		March 31,
2024		June 30,
2023		June 30,
2024		June 30,
2023
Revenues:
Products$108,579 $94,329 $92,630 $202,908 $192,470 
Services77,804 72,933 90,899 150,737 187,258 
186,383 167,262 183,529 353,645 379,728 
Costs and expenses:
Product costs82,503 75,137 72,659 157,640 151,336 
Service costs
59,530 56,814 69,371 116,344 141,429 
Cost of revenues (exclusive of depreciation and amortization expense presented below)142,033 131,951 142,030 273,984 292,765 
Selling, general and administrative expense
26,373 22,496 23,528 48,869 47,544 
Depreciation and amortization expense14,698 14,195 15,537 28,893 30,793 
Impairment of goodwill— 10,000 — 10,000 — 
Other operating (income) expense, net
1,234 (203)(835)1,031 (518)
184,338 178,439 180,260 362,777 370,584 
Operating income (loss)
2,045 (11,177)3,269 (9,132)9,144 
Interest expense, net(2,061)(2,101)(2,059)(4,162)(4,450)
Other income (expense), net
652 (72)210 580 486 
Income (loss) before income taxes
636 (13,350)1,420 (12,714)5,180 
Income tax benefit (provision)
665 (24)(862)641 (2,464)
Net income (loss)
$1,301 $(13,374)$558 $(12,073)$2,716 
Net income (loss) per share:
Basic$0.02 $(0.21)$0.01 $(0.19)$0.04 
Diluted0.02 (0.21)0.01 (0.19)0.04 
Weighted average number of common shares outstanding:
Basic62,483 62,503 62,803 62,493 62,814 
Diluted62,704 62,503 63,174 62,493 63,161 


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In Thousands)
June 30, 2024December 31, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$25,188 $47,111 
Accounts receivable, net203,694 203,211 
Inventories, net217,347 202,027 
Prepaid expenses and other current assets22,587 35,648 
Total current assets468,816 487,997 
Property, plant, and equipment, net270,878 280,389 
Operating lease assets, net22,825 21,970 
Goodwill, net69,789 79,867 
Other intangible assets, net144,505 153,010 
Other noncurrent assets24,365 23,253 
Total assets$1,001,178 $1,046,486 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$616 $627 
Accounts payable62,322 67,546 
Accrued liabilities38,493 44,227 
Current operating lease liabilities6,711 6,880 
Income taxes payable1,184 1,233 
Deferred revenue34,404 36,757 
Total current liabilities143,730 157,270 
Long-term debt124,339 135,502 
Long-term operating lease liabilities18,864 18,346 
Deferred income taxes5,657 7,717 
Other noncurrent liabilities18,199 18,106 
Total liabilities310,789 336,941 
Stockholders’ equity:
Common stock786 772 
Additional paid-in capital1,133,282 1,129,240 
Retained earnings272,845 284,918 
Accumulated other comprehensive loss(76,162)(69,984)
Treasury stock(640,362)(635,401)
Total stockholders’ equity
690,389 709,545 
Total liabilities and stockholders’ equity
$1,001,178 $1,046,486 


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net income (loss)$(12,073)$2,716 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense28,893 30,793 
Impairment of goodwill
10,000 — 
Stock-based compensation expense4,056 3,361 
Amortization of deferred financing costs841 892 
Deferred income tax provision (benefit)(2,299)997 
Gains on disposals of assets(1,355)(561)
Gains on extinguishment of 4.75% convertible senior notes
(515)— 
Other, net(379)(267)
Changes in operating assets and liabilities:
Accounts receivable(2,335)39,042 
Inventories(16,436)(21,197)
Accounts payable and accrued liabilities(9,504)(25,924)
Deferred revenue(2,353)8,237 
Other operating assets and liabilities, net2,341 653 
Net cash flows provided by (used in) operating activities(1,118)38,742 
Cash flows from investing activities:
Capital expenditures(15,881)(17,338)
Proceeds from disposition of property and equipment
12,751 690 
Other, net(68)(66)
Net cash flows used in investing activities(3,198)(16,714)
Cash flows from financing activities:
Revolving credit facility borrowings22,619 35,592 
Revolving credit facility repayments(22,619)(35,592)
Purchases of 4.75% convertible senior notes
(10,846)— 
Repayment of 1.50% convertible senior notes— (17,315)
Other debt and finance lease repayments(318)(226)
Payment of financing costs(1,111)(95)
Purchases of treasury stock
(2,374)(3,001)
Shares added to treasury stock as a result of net share settlements
due to vesting of stock awards		(2,587)(1,948)
Net cash flows used in financing activities(17,236)(22,585)
Effect of exchange rate changes on cash and cash equivalents(371)959 
Net change in cash and cash equivalents(21,923)402 
Cash and cash equivalents, beginning of period47,111 42,018 
Cash and cash equivalents, end of period$25,188 $42,420 
Cash paid (received) for:
Interest$3,899 $4,060 
Income taxes, net 1,346 (1,475)


OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

SEGMENT DATA
(In Thousands)
(Unaudited)
Three Months EndedSix Months Ended
June 30,
2024
March 31, 2024
June 30,
2023
June 30,
2024
June 30,
2023
Revenues(1):
Offshore Manufactured Products
Project-driven:
Products$59,752 $53,137 $45,455 $112,889 $94,072 
Services31,024 25,233 24,846 56,257 49,476 
90,776 78,370 70,301 169,146 143,548 
Military and other products10,780 8,487 8,346 19,267 15,604 
Total Offshore Manufactured Products
101,556 86,857 78,647 188,413 159,152 
Well Site Services46,421 47,292 64,536 93,713 131,594 
Downhole Technologies38,406 33,113 40,346 71,519 88,982 
Total revenues$186,383 $167,262 $183,529 $353,645 $379,728 
Operating income (loss)(1):
Offshore Manufactured Products(2)
$14,357 $10,603 $8,838 $24,960 $16,536 
Well Site Services(3)
(535)(419)4,732 (954)11,698 
Downhole Technologies(4)
(1,141)(12,079)(121)(13,220)1,752 
Corporate(10,636)(9,282)(10,180)(19,918)(20,842)
Total operating income
$2,045 $(11,177)$3,269 $(9,132)$9,144 
________________
(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.
(2)Operating income for both the three months ended June 30, 2024 and March 31, 2024 included facility consolidation charges of $1.5 million, 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 June 30, 2024 and March 31, 2024 included $1.9 million and $0.7 million, respectively, in costs associated with consolidation and exit of certain underperforming locations. Additionally, during the three months ended June 30, 2024 and March 31, 2024 the segment incurred $1.0 million and $0.4 million, respectively, of costs associated with the defense of certain Well Site Services segment patents related to proprietary technologies.
(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 segment realignment.



OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION
ADJUSTED EBITDA (A)
(In Thousands)
(Unaudited)
Three Months EndedSix Months Ended
June 30,
2024		March 31,
2024		June 30,
2023		June 30,
2024		June 30,
2023
Net income (loss)$1,301 $(13,374)$558 $(12,073)$2,716 
Interest expense, net2,061 2,101 2,059 4,162 4,450 
Income tax provision (benefit)(665)24 862 (641)2,464 
Depreciation and amortization expense14,698 14,195 15,537 28,893 30,793 
Impairment of goodwill— 10,000 — 10,000 — 
Facility consolidation and other charges
4,426 2,509 — 6,935 — 
Gains on extinguishment of 4.75% convertible senior notes
(515)— — (515)— 
Adjusted EBITDA$21,306 $15,455 $19,016 $36,761 $40,423 
________________
(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, 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 EndedSix Months Ended
June 30,
2024		March 31,
2024		June 30,
2023		June 30,
2024		June 30,
2023
Offshore Manufactured Products:
Operating income$14,357 $10,603 $8,838 $24,960 $16,536 
Other income (expense), net(20)41 81 21 246 
Depreciation and amortization expense4,247 3,693 4,075 7,940 8,150 
Facility consolidation and other charges
1,547 1,463 — 3,010 — 
Adjusted Segment EBITDA$20,131 $15,800 $12,994 $35,931 $24,932 
Well Site Services:
Operating income (loss)$(535)$(419)$4,732 $(954)$11,698 
Other income (expense), net157 (113)129 44 240 
Depreciation and amortization expense6,047 6,079 6,564 12,126 12,710 
Facility consolidation and other charges
2,879 1,046 — 3,925 — 
Adjusted Segment EBITDA$8,548 $6,593 $11,425 $15,141 $24,648 
Downhole Technologies:
Operating income (loss)$(1,141)$(12,079)$(121)$(13,220)$1,752 
Depreciation and amortization expense4,255 4,270 4,747 8,525 9,615 
Impairment of goodwill
— 10,000 — 10,000 — 
Adjusted Segment EBITDA$3,114 $2,191 $4,626 $5,305 $11,367 
Corporate:
Operating loss$(10,636)$(9,282)$(10,180)$(19,918)$(20,842)
Other income, net515 — — 515 — 
Depreciation and amortization expense149 153 151 302 318 
Gains on extinguishment of 4.75% convertible senior notes
(515)— — (515)— 
Adjusted Segment EBITDA$(10,487)$(9,129)$(10,029)$(19,616)$(20,524)
________________
(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, 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 EndedSix Months Ended
June 30,
2024		March 31,
2024		June 30,
2023		June 30,
2024		June 30,
2023
Net income (loss)$1,301 $(13,374)$558 $(12,073)$2,716 
Impairment of goodwill— 10,000 — 10,000 — 
Facility consolidation and other charges4,426 2,509 — 6,935 — 
Gains on extinguishment of 4.75% convertible senior notes
(515)— — (515)— 
Total adjustments, before taxes
3,911 12,509 — 16,420 — 
Tax benefit(821)(1,008)— (1,829)— 
Total adjustments, net of taxes
3,090 11,501 — 14,591 — 
Adjusted net income (loss), excluding charges and credits$4,391 $(1,873)$558 $2,518 $2,716 
Adjusted weighted average number of diluted common shares outstanding (E)62,704 62,503 63,174 62,708 63,161 
Adjusted diluted net income (loss) per share, excluding charges and credits (E)$0.07 $(0.03)$0.01 $0.04 $0.04 
________________
(C)Adjusted net income (loss), excluding charges and credits consists of net income (loss) plus impairment of goodwill and facility consolidation and other charges, less gains on extinguishment of the 2026 Notes. Adjusted net income (loss), 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 (loss), excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income (loss), excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.
(D)Adjusted net income (loss) per share, excluding charges and credits is calculated as adjusted net income (loss), excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income (loss) 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 (loss) per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income (loss) 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 six months ended June 30, 2024 included 215 thousand shares 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.

v3.24.2
Document And Entity Information Document
Jul. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 29, 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
Oil States (NYSE:OIS)
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