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Oil States Announces Third Quarter 2025 Results

  • Consolidated revenues of $165 million
  • Net income of $2 million, or $0.03 per share
  • Adjusted net income totaled $5 million, or $0.08 per share, excluding restructuring charges (a non-GAAP measure(1))
  • Adjusted EBITDA (a non-GAAP measure(1)) of $21 million
  • Generated cash flows from operations of $31 million
  • Purchased $6 million principal amount of convertible senior notes and $4 million of common stock
  • Offshore Manufactured Products segment's backlog increased 10% sequentially, with quarterly bookings of $145 million yielding a book-to-bill ratio of 1.3x

Oil States International, Inc. (NYSE: OIS):

 

Three Months Ended

 

% Change

(Unaudited, In Thousands, Except Per Share Amounts)

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

Sequential

 

Year-over-Year

Consolidated results:

 

 

 

 

 

 

 

 

 

Revenues

$

165,180

 

 

$

165,406

 

 

$

174,348

 

 

%

 

(5

)%

Operating income (loss)(2)

 

4,748

 

 

 

5,277

 

 

 

(11,041

)

 

(10

)%

 

n.m.

Net income (loss)

 

1,900

 

 

 

2,811

 

 

 

(14,349

)

 

(32

)%

 

n.m.

Adjusted net income, excluding charges and credits(1)

 

4,717

 

 

 

5,401

 

 

 

2,696

 

 

(13

)%

 

75

%

Adjusted EBITDA(1)

 

20,804

 

 

 

21,089

 

 

 

21,531

 

 

(1

)%

 

(3

)%

 

 

 

 

 

 

 

 

 

 

Revenues by segment:

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

108,627

 

 

$

106,586

 

 

$

102,234

 

 

2

%

 

6

%

Completion and Production Services

 

27,525

 

 

 

29,424

 

 

 

40,099

 

 

(6

)%

 

(31

)%

Downhole Technologies

 

29,028

 

 

 

29,396

 

 

 

32,015

 

 

(1

)%

 

(9

)%

 

 

 

 

 

 

 

 

 

 

Revenues by destination:

 

 

 

 

 

 

 

 

 

Offshore and international

$

123,356

 

 

$

119,114

 

 

$

113,856

 

 

4

%

 

8

%

U.S. land

 

41,824

 

 

 

46,292

 

 

 

60,492

 

 

(10

)%

 

(31

)%

 

 

 

 

 

 

 

 

 

 

Operating income (loss) by segment(2):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

17,603

 

 

$

16,989

 

 

$

19,310

 

 

4

%

 

(9

)%

Completion and Production Services

 

948

 

 

 

1,877

 

 

 

(18,267

)

 

(49

)%

 

n.m.

Downhole Technologies

 

(4,667

)

 

 

(3,992

)

 

 

(3,653

)

 

(17

)%

 

(28

)%

Corporate

 

(9,136

)

 

 

(9,597

)

 

 

(8,431

)

 

5

%

 

(8

)%

 

 

 

 

 

 

 

 

 

 

Adjusted Segment EBITDA(1):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

22,275

 

 

$

21,105

 

 

$

23,303

 

 

6

%

 

(4

)%

Completion and Production Services

 

7,953

 

 

 

8,254

 

 

 

5,413

 

 

(4

)%

 

47

%

Downhole Technologies

 

(689

)

 

 

1,220

 

 

 

1,078

 

 

n.m.

 

n.m.

Corporate

 

(8,735

)

 

 

(9,490

)

 

 

(8,263

)

 

8

%

 

(6

)%

___________________

(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)

Operating income (loss) included charges totaling: $3.6 million for the three months ended September 30, 2025; $3.7 million for the three months ended June 30, 2025; and $18.2 million for the three months ended September 30, 2024. See “Segment Data” below for additional information.

Oil States International, Inc. reported net income of $1.9 million, or $0.03 per share, and Adjusted EBITDA of $20.8 million for the third quarter of 2025 on revenues of $165.2 million. Reported third quarter 2025 net income included charges of $3.6 million ($2.8 million after-tax or $0.05 per share) associated primarily with the continued exit of certain U.S. land-based operations and facilities. These results compare to revenues of $165.4 million, net income of $2.8 million, or $0.05 per share, and Adjusted EBITDA of $21.1 million reported in the second quarter of 2025, which included charges and credits of $3.3 million ($2.6 million after-tax or $0.04 per share) associated primarily with the exit of certain U.S. land-based activities.

Oil States’ President and Chief Executive Officer, Cindy B. Taylor, stated:

“In the third quarter of 2025, we continued to focus on our offshore and international exposed operations while managing through headwinds in the United States created by lower commodity prices, falling U.S. activity levels and increasing costs associated with tariffs on imported goods. With our focus on capital discipline and improving investor returns, we generated cash flow from operations of $31 million, increased our Offshore Manufactured Products segment backlog by 10%, and continued to optimize our U.S. land focused operations. During the quarter, we returned $10 million to Oil States’ stakeholders – purchasing $6 million of our convertible senior notes and $4 million of our common stock.”

Business Segment Results

(See Segment Data and Adjusted Segment EBITDA tables below)

Offshore Manufactured Products

Offshore Manufactured Products reported revenues of $108.6 million, operating income of $17.6 million and Adjusted Segment EBITDA of $22.3 million in the third quarter of 2025, compared to revenues of $106.6 million, operating income of $17.0 million and Adjusted Segment EBITDA of $21.1 million reported in the second quarter of 2025. Adjusted Segment EBITDA margin was 21% in the third quarter of 2025, compared to 20% in the second quarter of 2025.

Backlog totaled $399 million as of September 30, 2025, its highest level since June 2015. Third quarter bookings totaled $145 million, yielding a quarterly and year-to-date book-to-bill ratio of 1.3x. Third quarter segment bookings were augmented by long-term, military product contract awards.

Completion and Production Services

Our Completion and Production Services segment reported revenues of $27.5 million, operating income of $0.9 million and Adjusted Segment EBITDA of $8.0 million in the third quarter of 2025, compared to revenues of $29.4 million, operating income of $1.9 million and Adjusted Segment EBITDA of $8.3 million reported in the second quarter of 2025. Adjusted Segment EBITDA margin was 29% in the third quarter of 2025, compared to 28% in the second quarter of 2025.

In 2024, the segment began implementing actions in its U.S. land-based businesses to reduce future costs, which are continuing in 2025. These management actions included: the consolidation, relocation and exit of certain U.S. land-driven service locations; the exit of certain U.S. land-driven service offerings; and reductions in the segment’s workforce in the United States. As a result, during the third and second quarters of 2025, the segment recorded U.S. facility exit and severance charges totaling $2.7 million and $1.8 million, respectively. As a result of our restructuring actions implemented over recent quarters, the segment’s Adjusted EBITDA margin expanded from 13% in the third quarter of 2024 to 29% in the third quarter of 2025.

Downhole Technologies

Downhole Technologies reported revenues of $29.0 million, an operating loss of $4.7 million and an Adjusted Segment EBITDA loss of $0.7 million in the third quarter of 2025, compared to revenues of $29.4 million, an operating loss of $4.0 million and Adjusted Segment EBITDA of $1.2 million in the second quarter of 2025.

Corporate

Corporate operating expenses in the third quarter of 2025 totaled $9.1 million, which included severance charges of $0.3 million.

Interest Expense, Net

Net interest expense totaled $1.8 million in the third quarter of 2025, which included $0.6 million of non-cash amortization of deferred debt issuance costs.

Cash Flows

During the third quarter of 2025, the Company generated $30.7 million of cash flows from operations and $23.2 million of free cash flows (a non-GAAP measure – see Note (E)). Additionally, the Company purchased $6.0 million principal amount of its 4.75% convertible senior notes (the “Convertible Notes”) at a slight discount to par and repurchased $4.1 million of its common stock. Year-to-date stock repurchases total $16.2 million, or 5%, of shares outstanding as of December 31, 2024.

Financial Condition

Cash on-hand totaled $67.1 million at September 30, 2025. No borrowings were outstanding under the Company’s amended asset-based revolving credit facility (the “ABL Facility”) at September 30, 2025. On July 28, 2025, the Company amended its ABL Facility to provide for: additional borrowing availability; lower interest charges; and the retirement of its remaining Convertible Notes at maturity in April 2026 using, in part, availability under the ABL Facility.

Conference Call Information

The call is scheduled for October 31, 2025 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 impact of changes in tariffs and duties on imported materials and exported finished goods, 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 (together with OPEC, “OPEC+”) with respect to crude oil production levels and pricing, supply chain disruptions, including as a result of natural disasters, industrial accidents, additional trade restrictions or the adoption of or increase in tariffs, or the threat thereof, 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, 2024, 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 Ended

 

Nine Months Ended

 

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

September 30,

2025

 

September 30,

2024

Revenues:

 

 

 

 

 

 

 

 

 

Products

$

106,492

 

 

$

107,342

 

 

$

100,798

 

 

$

314,385

 

 

$

303,706

 

Services

 

58,688

 

 

 

58,064

 

 

 

73,550

 

 

 

176,139

 

 

 

224,287

 

 

 

165,180

 

 

 

165,406

 

 

 

174,348

 

 

 

490,524

 

 

 

527,993

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Product costs

 

85,561

 

 

 

83,936

 

 

 

79,167

 

 

 

249,826

 

 

 

236,807

 

Service costs

 

43,085

 

 

 

41,404

 

 

 

57,422

 

 

 

126,837

 

 

 

173,766

 

Cost of revenues (exclusive of depreciation and amortization expense presented below)

 

128,646

 

 

 

125,340

 

 

 

136,589

 

 

 

376,663

 

 

 

410,573

 

Selling, general and administrative expense

 

20,756

 

 

 

22,981

 

 

 

22,754

 

 

 

66,267

 

 

 

71,623

 

Depreciation and amortization expense

 

12,128

 

 

 

11,898

 

 

 

13,635

 

 

 

36,051

 

 

 

42,528

 

Impairment of goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Impairments of intangible assets

 

 

 

 

 

 

 

10,787

 

 

 

 

 

 

10,787

 

Impairments of operating lease assets

 

 

 

 

1,358

 

 

 

2,579

 

 

 

1,358

 

 

 

2,579

 

Other operating (income) expense, net

 

(1,098

)

 

 

(1,448

)

 

 

(955

)

 

 

(5,479

)

 

 

76

 

 

 

160,432

 

 

 

160,129

 

 

 

185,389

 

 

 

474,860

 

 

 

548,166

 

Operating income (loss)

 

4,748

 

 

 

5,277

 

 

 

(11,041

)

 

 

15,664

 

 

 

(20,173

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(1,773

)

 

 

(1,692

)

 

 

(1,824

)

 

 

(5,043

)

 

 

(5,986

)

Other income, net

 

362

 

 

 

636

 

 

 

731

 

 

 

1,136

 

 

 

1,311

 

Income (loss) before income taxes

 

3,337

 

 

 

4,221

 

 

 

(12,134

)

 

 

11,757

 

 

 

(24,848

)

Income tax provision

 

(1,437

)

 

 

(1,410

)

 

 

(2,215

)

 

 

(3,888

)

 

 

(1,574

)

Net income (loss)

$

1,900

 

 

$

2,811

 

 

$

(14,349

)

 

$

7,869

 

 

$

(26,422

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

$

0.03

 

 

$

0.05

 

 

$

(0.23

)

 

$

0.13

 

 

$

(0.42

)

Diluted

 

0.03

 

 

 

0.05

 

 

 

(0.23

)

 

 

0.13

 

 

 

(0.42

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

57,946

 

 

 

59,154

 

 

 

62,084

 

 

 

59,089

 

 

 

62,357

 

Diluted

 

58,016

 

 

 

59,154

 

 

 

62,084

 

 

 

59,144

 

 

 

62,357

 

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(In Thousands)

 

 

September 30, 2025

 

December 31, 2024

 

(Unaudited)

 

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

67,052

 

 

$

65,363

 

Accounts receivable, net

 

201,617

 

 

 

194,336

 

Inventories, net

 

222,869

 

 

 

214,836

 

Prepaid expenses and other current assets

 

19,656

 

 

 

23,691

 

Total current assets

 

511,194

 

 

 

498,226

 

 

 

 

 

Property, plant, and equipment, net

 

273,253

 

 

 

266,871

 

Operating lease assets, net

 

16,388

 

 

 

19,537

 

Goodwill, net

 

70,490

 

 

 

69,709

 

Other intangible assets, net

 

114,664

 

 

 

125,862

 

Other noncurrent assets

 

26,330

 

 

 

24,903

 

Total assets

$

1,012,319

 

 

$

1,005,108

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Current portion of long-term debt

$

103,097

 

 

$

633

 

Accounts payable

 

58,600

 

 

 

57,708

 

Accrued liabilities

 

37,852

 

 

 

36,861

 

Current operating lease liabilities

 

7,344

 

 

 

7,284

 

Income taxes payable

 

1,066

 

 

 

2,818

 

Deferred revenue

 

73,200

 

 

 

52,399

 

Total current liabilities

 

281,159

 

 

 

157,703

 

 

 

 

 

Long-term debt

 

1,890

 

 

 

124,654

 

Long-term operating lease liabilities

 

13,888

 

 

 

17,989

 

Deferred income taxes

 

6,835

 

 

 

5,350

 

Other noncurrent liabilities

 

19,581

 

 

 

18,758

 

Total liabilities

 

323,353

 

 

 

324,454

 

 

 

 

 

Stockholders’ equity:

 

 

 

Common stock

 

806

 

 

 

786

 

Additional paid-in capital

 

1,143,685

 

 

 

1,137,949

 

Retained earnings

 

281,529

 

 

 

273,660

 

Accumulated other comprehensive loss

 

(66,201

)

 

 

(79,532

)

Treasury stock

 

(670,853

)

 

 

(652,209

)

Total stockholders’ equity

 

688,966

 

 

 

680,654

 

Total liabilities and stockholders’ equity

$

1,012,319

 

 

$

1,005,108

 

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

Nine Months Ended September 30,

 

 

2025

 

 

 

2024

 

Cash flows from operating activities:

 

 

 

Net income (loss)

$

7,869

 

 

$

(26,422

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

Depreciation and amortization expense

 

36,051

 

 

 

42,528

 

Impairment of goodwill

 

 

 

 

10,000

 

Impairments of intangible assets

 

 

 

 

10,787

 

Impairments of operating lease assets

 

1,358

 

 

 

2,579

 

Stock-based compensation expense

 

5,756

 

 

 

6,408

 

Amortization of deferred financing costs

 

1,235

 

 

 

1,168

 

Deferred income tax provision (benefit)

 

852

 

 

 

(2,798

)

Gains on disposals of assets

 

(5,455

)

 

 

(2,956

)

Net gains on extinguishment of 4.75% convertible senior notes

 

(375

)

 

 

(515

)

Other, net

 

(2,192

)

 

 

83

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

(3,417

)

 

 

21,173

 

Inventories

 

(5,287

)

 

 

(18,406

)

Accounts payable and accrued liabilities

 

2,692

 

 

 

(17,554

)

Deferred revenue

 

20,801

 

 

 

(2,015

)

Other operating assets and liabilities, net

 

(4,913

)

 

 

3,624

 

Net cash flows provided by operating activities

 

54,975

 

 

 

27,684

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Capital expenditures

 

(28,186

)

 

 

(23,309

)

Proceeds from disposition of property and equipment

 

5,416

 

 

 

5,132

 

Proceeds from disposition of assets held for sale

 

8,409

 

 

 

10,279

 

Other, net

 

(99

)

 

 

(431

)

Net cash flows used in investing activities

 

(14,460

)

 

 

(8,329

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Revolving credit facility borrowings

 

512

 

 

 

22,678

 

Revolving credit facility repayments

 

(512

)

 

 

(22,678

)

Purchases of 4.75% convertible senior notes

 

(20,269

)

 

 

(10,846

)

Other debt and finance lease repayments, net

 

(283

)

 

 

(481

)

Payment of financing costs

 

(188

)

 

 

(1,119

)

Purchases of treasury stock

 

(16,186

)

 

 

(5,149

)

Shares added to treasury stock as a result of net share settlements

due to vesting of stock awards

 

(2,458

)

 

 

(2,596

)

Net cash flows used in financing activities

 

(39,384

)

 

 

(20,191

)

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

558

 

 

 

(291

)

Net change in cash and cash equivalents

 

1,689

 

 

 

(1,127

)

Cash and cash equivalents, beginning of period

 

65,363

 

 

 

47,111

 

Cash and cash equivalents, end of period

$

67,052

 

 

$

45,984

 

 

 

 

 

Cash paid for:

 

 

 

Interest

$

4,033

 

 

$

4,206

 

Income taxes, net

 

4,648

 

 

 

2,695

 

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

SEGMENT DATA

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

September 30,

2025

 

September 30,

2024

Revenues:

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

 

 

 

 

 

 

 

 

 

Project-driven:

 

 

 

 

 

 

 

 

 

Products

$

67,729

 

 

$

68,653

 

 

$

58,164

 

 

$

195,506

 

 

$

171,053

 

Services

 

30,172

 

 

 

27,907

 

 

 

32,754

 

 

 

82,503

 

 

 

89,011

 

 

 

97,901

 

 

 

96,560

 

 

 

90,918

 

 

 

278,009

 

 

 

260,064

 

Military and other products

 

10,726

 

 

 

10,026

 

 

 

11,316

 

 

 

29,800

 

 

 

30,583

 

Total Offshore Manufactured Products

 

108,627

 

 

 

106,586

 

 

 

102,234

 

 

 

307,809

 

 

 

290,647

 

Completion and Production Services

 

27,525

 

 

 

29,424

 

 

 

40,099

 

 

 

91,468

 

 

 

133,812

 

Downhole Technologies

 

29,028

 

 

 

29,396

 

 

 

32,015

 

 

 

91,247

 

 

 

103,534

 

Total revenues

$

165,180

 

 

$

165,406

 

 

$

174,348

 

 

$

490,524

 

 

$

527,993

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products(1)

$

17,603

 

 

$

16,989

 

 

$

19,310

 

 

$

48,868

 

 

$

44,270

 

Completion and Production Services(2)

 

948

 

 

 

1,877

 

 

 

(18,267

)

 

 

6,328

 

 

 

(19,221

)

Downhole Technologies(3)

 

(4,667

)

 

 

(3,992

)

 

 

(3,653

)

 

 

(10,783

)

 

 

(16,873

)

Corporate(4)

 

(9,136

)

 

 

(9,597

)

 

 

(8,431

)

 

 

(28,749

)

 

 

(28,349

)

Total operating income (loss)

$

4,748

 

 

$

5,277

 

 

$

(11,041

)

 

$

15,664

 

 

$

(20,173

)

________________

(1)

Operating income for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, and nine months ended September 30, 2025 and September 30, 2024 included charges of $0.6 million, $0.3 million, $0.4 million, $0.8 million and $3.4 million associated with the consolidation and relocation of certain manufacturing and service facilities and other cost reduction measures.

(2)

Operating income (loss) for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, and nine months ended September 30, 2025 and September 30, 2024, included $2.7 million, $2.2 million, $15.9 million, $5.8 million and $18.5 million, respectively, in costs associated with the consolidation and exit of certain underperforming service offerings and locations. Additionally, during the three and nine months ended September 30, 2024, the segment incurred $1.3 million and $2.7 million, respectively, of costs associated with the defense of certain patents related to proprietary technologies.

(3)

Operating loss for the three months ended June 30, 2025 and nine months ended September 30, 2025 included $1.2 million in charges associated primarily with the exit of a leased facility. 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 first quarter 2024 realignment of segment components. 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.

(4)

Operating loss for the three and nine months ended September 30, 2025 included $0.3 million in severance charges.

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED EBITDA (A)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

September 30,

2025

 

September 30,

2024

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

1,900

 

$

2,811

 

 

$

(14,349

)

 

$

7,869

 

 

$

(26,422

)

Interest expense, net

 

1,773

 

 

 

1,692

 

 

 

1,824

 

 

 

5,043

 

 

 

5,986

 

Income tax provision

 

1,437

 

 

 

1,410

 

 

 

2,215

 

 

 

3,888

 

 

 

1,574

 

Depreciation and amortization expense

 

12,128

 

 

 

11,898

 

 

 

13,635

 

 

 

36,051

 

 

 

42,528

 

Impairment of goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Impairments of intangible assets

 

 

 

 

 

 

 

10,787

 

 

 

 

 

 

10,787

 

Impairments of operating lease assets

 

 

 

 

1,358

 

 

 

2,579

 

 

 

1,358

 

 

 

2,579

 

Facility consolidation/closure and other charges

 

3,560

 

 

 

2,301

 

 

 

4,840

 

 

 

6,791

 

 

 

11,775

 

Losses (gains) on extinguishment of 4.75% convertible senior notes

 

6

 

 

 

(381

)

 

 

 

 

 

(375

)

 

 

(515

)

Adjusted EBITDA

$

20,804

 

 

$

21,089

 

 

$

21,531

 

 

$

60,625

 

 

$

58,292

 

________________

(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 losses (gains) on extinguishment of Convertible 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 Ended

 

Nine Months Ended

 

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

September 30,

2025

 

September 30,

2024

Offshore Manufactured Products:

 

 

 

 

 

 

 

 

 

Operating income

$

17,603

 

 

$

16,989

 

 

$

19,310

 

 

$

48,868

 

 

$

44,270

 

Other income, net

 

139

 

 

 

140

 

 

 

8

 

 

 

321

 

 

 

29

 

Depreciation and amortization expense

 

3,958

 

 

 

3,703

 

 

 

3,631

 

 

 

11,269

 

 

 

11,571

 

Facility consolidation/closure and other charges

 

575

 

 

 

273

 

 

 

354

 

 

 

848

 

 

 

3,364

 

Adjusted Segment EBITDA

$

22,275

 

 

$

21,105

 

 

$

23,303

 

 

$

61,306

 

 

$

59,234

 

 

 

 

 

 

 

 

 

 

 

Completion and Production Services:

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

948

 

 

$

1,877

 

 

$

(18,267

)

 

$

6,328

 

 

$

(19,221

)

Other income, net

 

229

 

 

 

115

 

 

 

723

 

 

 

440

 

 

 

767

 

Depreciation and amortization expense

 

4,089

 

 

 

4,083

 

 

 

5,749

 

 

 

12,444

 

 

 

17,875

 

Impairments of intangible assets

 

 

 

 

 

 

 

10,787

 

 

 

 

 

 

10,787

 

Impairments of operating lease assets

 

 

 

 

403

 

 

 

2,092

 

 

 

403

 

 

 

2,092

 

Facility consolidation/closure and other charges

 

2,687

 

 

 

1,776

 

 

 

4,329

 

 

 

5,393

 

 

 

8,254

 

Adjusted Segment EBITDA

$

7,953

 

 

$

8,254

 

 

$

5,413

 

 

$

25,008

 

 

$

20,554

 

 

 

 

 

 

 

 

 

 

 

Downhole Technologies:

 

 

 

 

 

 

 

 

 

Operating loss

$

(4,667

)

 

$

(3,992

)

 

$

(3,653

)

 

$

(10,783

)

 

$

(16,873

)

Depreciation and amortization expense

 

3,978

 

 

 

4,005

 

 

 

4,121

 

 

 

12,012

 

 

 

12,646

 

Impairment of goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Impairments of operating lease assets

 

 

 

 

955

 

 

 

487

 

 

 

955

 

 

 

487

 

Facility consolidation/closure and other charges

 

 

 

 

252

 

 

 

123

 

 

 

252

 

 

 

123

 

Adjusted Segment EBITDA

$

(689

)

 

$

1,220

 

 

$

1,078

 

 

$

2,436

 

 

$

6,383

 

 

 

 

 

 

 

 

 

 

 

Corporate:

 

 

 

 

 

 

 

 

 

Operating loss

$

(9,136

)

 

$

(9,597

)

 

$

(8,431

)

 

$

(28,749

)

 

$

(28,349

)

Other income (expense), net

 

(6

)

 

 

381

 

 

 

 

 

 

375

 

 

 

515

 

Depreciation and amortization expense

 

103

 

 

 

107

 

 

 

134

 

 

 

326

 

 

 

436

 

Other charges

 

298

 

 

 

 

 

 

34

 

 

 

298

 

 

 

34

 

Losses (gains) on extinguishment of 4.75% convertible senior notes

 

6

 

 

 

(381

)

 

 

 

 

 

(375

)

 

 

(515

)

Adjusted Segment EBITDA

$

(8,735

)

 

$

(9,490

)

 

$

(8,263

)

 

$

(28,125

)

 

$

(27,879

)

________________

(B)

The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of goodwill, intangibles and operating lease assets, and facility consolidation/closure and other charges, less losses (gains) on extinguishment of Convertible 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 Ended

 

Nine Months Ended

 

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

September 30,

2025

 

September 30,

2024

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

1,900

 

 

$

2,811

 

 

$

(14,349

)

 

$

7,869

 

 

$

(26,422

)

Impairment of goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Impairments of intangible assets

 

 

 

 

 

 

 

10,787

 

 

 

 

 

 

10,787

 

Impairments of operating lease assets

 

 

 

 

1,358

 

 

 

2,579

 

 

 

1,358

 

 

 

2,579

 

Facility consolidation/closure and other charges

 

3,560

 

 

 

2,301

 

 

 

4,840

 

 

 

6,791

 

 

 

11,775

 

Losses (gains) on extinguishment of 4.75% convertible senior notes

 

6

 

 

 

(381

)

 

 

 

 

 

(375

)

 

 

(515

)

Total adjustments, before taxes

 

3,566

 

 

 

3,278

 

 

 

18,206

 

 

 

7,774

 

 

 

34,626

 

Tax benefit

 

(749

)

 

 

(688

)

 

 

(1,161

)

 

 

(1,633

)

 

 

(2,990

)

Total adjustments, net of taxes

 

2,817

 

 

 

2,590

 

 

 

17,045

 

 

 

6,141

 

 

 

31,636

 

Adjusted net income, excluding charges and credits

$

4,717

 

 

$

5,401

 

 

$

2,696

 

 

$

14,010

 

 

$

5,214

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of diluted common shares outstanding

 

58,016

 

 

 

59,154

 

 

 

62,412

 

 

 

59,144

 

 

 

62,648

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted net income per share, excluding charges and credits

$

0.08

 

 

$

0.09

 

 

$

0.04

 

 

$

0.24

 

 

$

0.08

 

________________

(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 losses (gains) on extinguishment of Convertible 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.

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

FREE CASH FLOW (E)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

2025

 

June 30,

2025

 

September 30,

2024

 

September 30,

2025

 

September 30,

2024

 

 

 

 

 

 

 

 

 

 

Net cash flows provided by (used in) operating activities

$

30,685

 

 

$

14,995

 

 

$

28,802

 

 

$

54,975

 

 

$

27,684

 

Less: Capital expenditures

 

(8,706

)

 

 

(10,322

)

 

 

(7,428

)

 

 

(28,186

)

 

 

(23,309

)

Plus: Proceeds from disposition of property and equipment

 

1,199

 

 

 

2,532

 

 

 

2,660

 

 

 

5,416

 

 

 

5,132

 

Proceeds from disposition of assets held for sale

 

 

 

 

909

 

 

 

 

 

 

8,409

 

 

 

10,279

 

Free cash flow

$

23,178

 

 

$

8,114

 

 

$

24,034

 

 

$

40,614

 

 

$

19,786

 

________________

(E)

The term free cash flow consists of net cash flows provided by operating activities less capital expenditures plus proceeds from the disposition of property and equipment and assets held for sale. Free cash flow is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for cash flow measures prepared in accordance with GAAP. The table above sets forth reconciliations of free cash flow to net cash flows provided by operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.

 

Contacts

Company Contact:

Lloyd A. Hajdik

Oil States International, Inc.

Executive Vice President, Chief Financial Officer and Treasurer

(713) 652-0582

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