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

 

Three Months Ended

 

% Change

(Unaudited, In Thousands, Except Per Share Amounts)

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

Sequential

 

Year-over-Year

Consolidated results:

 

 

 

 

 

 

 

 

 

Revenues

$

156,659

 

 

$

145,363

 

 

$

165,406

 

 

8

%

 

(5

)%

Operating income(2)

 

11,712

 

 

 

4,278

 

 

 

5,277

 

 

174

%

 

122

%

Adjusted operating income, excluding charges and credits(1)

 

10,615

 

 

 

8,350

 

 

 

8,936

 

 

27

%

 

19

%

Net income

 

5,910

 

 

 

1,108

 

 

 

2,811

 

 

433

%

 

110

%

Adjusted net income, excluding charges and credits(1)

 

8,407

 

 

 

5,180

 

 

 

5,401

 

 

62

%

 

56

%

Adjusted EBITDA(1)

 

18,989

 

 

 

16,687

 

 

 

21,089

 

 

14

%

 

(10

)%

 

 

 

 

 

 

 

 

 

 

Revenues by segment:

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

92,724

 

 

$

91,419

 

 

$

106,586

 

 

1

%

 

(13

)%

Completion and Production Services

 

24,274

 

 

 

21,498

 

 

 

29,424

 

 

13

%

 

(18

)%

Downhole Technologies

 

39,661

 

 

 

32,446

 

 

 

29,396

 

 

22

%

 

35

%

 

 

 

 

 

 

 

 

 

 

Revenues by destination:

 

 

 

 

 

 

 

 

 

Offshore and international

$

111,593

 

 

$

104,674

 

 

$

119,114

 

 

7

%

 

(6

)%

U.S. land

 

45,066

 

 

 

40,689

 

 

 

46,292

 

 

11

%

 

(3

)%

 

 

 

 

 

 

 

 

 

 

Operating income (loss) by segment(2):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

13,936

 

 

$

14,412

 

 

$

16,989

 

 

(3

)%

 

(18

)%

Completion and Production Services

 

3,917

 

 

 

3,490

 

 

 

1,877

 

 

12

%

 

109

%

Downhole Technologies

 

2,737

 

 

 

(445

)

 

 

(3,992

)

 

n.m.

 

n.m.

Corporate

 

(8,878

)

 

 

(13,179

)

 

 

(9,597

)

 

33

%

 

7

%

 

 

 

 

 

 

 

 

 

 

Adjusted Segment EBITDA(1):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

17,907

 

 

$

18,523

 

 

$

21,105

 

 

(3

)%

 

(15

)%

Completion and Production Services

 

6,570

 

 

 

6,136

 

 

 

8,254

 

 

7

%

 

(20

)%

Downhole Technologies

 

4,243

 

 

 

1,094

 

 

 

1,220

 

 

288

%

 

248

%

Corporate

 

(9,731

)

 

 

(9,066

)

 

 

(9,490

)

 

(7

)%

 

(3

)%

___________________

(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) for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025 included charges totaling $3.1 million, $4.1 million and $3.7 million, respectively. Additionally, operating income for the three months ended June 30, 2026 included credits totaling $4.1 million. See “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information.

Oil States International, Inc. reported net income of $5.9 million, or $0.10 per share, and Adjusted EBITDA of $19.0 million for the second quarter of 2026 on revenues of $156.7 million. These results compare to revenues of $145.4 million, net income of $1.1 million, or $0.02 per share, and Adjusted EBITDA of $16.7 million reported in the first quarter of 2026.

Oil States’ President and Chief Executive Officer, Lloyd Hajdik, stated:

“Our second quarter results demonstrated the resilience of Oil States’ product and services portfolio, as Adjusted EBITDA was in line with our expectations despite revenue being tempered by the timing of certain customer awards. We are encouraged by the continued strength of our backlog, with quarterly bookings totaling $114 million, yielding a 1.2x quarterly book-to-bill ratio and total backlog of $451 million, the highest level in over a decade. With sequential quarterly improvements reported in our Downhole Technologies and Completion and Production Services segments, we believe we are in the early stages of increased investment by our customers.

“The sustained growth in our backlog, combined with improving activity across offshore, international and military markets, reinforces our confidence in the long-term opportunity set ahead of us. As we progress through the second half of 2026, we continue build upon our differentiated portfolio of products and services that are aligned with our customers’ most critical projects, and we remain focused on growing our backlog, expanding margins and improving cash generation for our stockholders.”

Business Segment Results

(See Segment Data and Adjusted Segment EBITDA tables below)

Offshore Manufactured Products

Offshore Manufactured Products reported revenues of $92.7 million, operating income of $13.9 million and Adjusted Segment EBITDA of $17.9 million in the second quarter of 2026, compared to revenues of $91.4 million, operating income of $14.4 million and Adjusted Segment EBITDA of $18.5 million reported in the first quarter of 2026. Adjusted Segment EBITDA margin was 19% in the second quarter of 2026, compared to 20% in the first quarter of 2026.

Backlog totaled $451 million as of June 30, 2026, our highest level since March 2015. Second quarter bookings totaled $114 million, yielding a quarterly book-to-bill ratio of 1.2x and 1.1x year-to-date. Second quarter segment bookings were augmented by a significant contract award for production platform and pipeline equipment.

Completion and Production Services

Completion and Production Services reported revenues of $24.3 million, operating income of $3.9 million and Adjusted Segment EBITDA of $6.6 million in the second quarter of 2026, compared to revenues of $21.5 million, operating income of $3.5 million and Adjusted Segment EBITDA of $6.1 million reported in the first quarter of 2026. Adjusted Segment EBITDA margin was 27% in the second quarter of 2026, compared to 29% in the first quarter of 2026.

Downhole Technologies

Downhole Technologies reported revenues of $39.7 million, operating income of $2.7 million and Adjusted Segment EBITDA of $4.2 million in the second quarter of 2026, compared to revenues of $32.4 million, an operating loss of $0.4 million and Adjusted Segment EBITDA of $1.1 million in the first quarter of 2026.

Corporate

Corporate operating expenses in the second quarter of 2026 totaled $8.9 million.

In the second quarter of 2026, the Company recognized charges of $6.6 million associated with the extinguishment of debt, facility exits and the pending retirement of its former President and Chief Executive Officer. These costs were partially offset by a gain of $4.1 million recognized in connection with the sale of a previously idled facility.

Interest Expense, Net

Net interest expense totaled $0.5 million in the second quarter of 2026, which included $0.2 million of non-cash amortization of deferred debt issuance costs.

Income Taxes

During the second quarter of 2026, the Company recognized income tax expense of $2.0 million, which included the impact of changes in valuation allowances recorded against deferred tax assets, certain discrete tax items and other non-deductible expenses, on pre-tax income of $7.9 million.

Cash Flows

During the second quarter of 2026, the Company used $6.3 million of cash flows in operations, driven by net working capital increases of $21.3 million. Proceeds from the sale of assets totaled $7.1 million during the quarter, which were partially offset by $2.9 million in capital expenditures. The Company used $50.5 million in cash to settle its 2026 Notes and $5.1 million in cash was used to fund stock repurchases.

Financial Condition

On January 28, 2026, the Company entered into an amended and restated cash-flow based credit agreement (the “Cash Flow Credit Agreement”) providing for aggregate lender commitments of up to: $75.0 million under a revolving credit facility (the “Revolving Credit Facility”) and $50.0 million under a multi-draw term loan facility (the “Term Loan Facility”), which was available for a six-month period. Subsequent to June 30, 2026, the Company repaid $20.0 million of outstanding borrowings under the Revolving Credit Facility with borrowings under the Term Loan Facility. The remaining lender commitments under the Term Loan Facility lapsed on July 28, 2026.

On April 1, 2026, the Company retired the remaining $52.7 million of outstanding principal of its 4.75% convertible senior notes (the “Convertible Notes”), with a combination of $50.5 million of cash and the issuance of 529,428 shares of the Company’s common stock (with a fair value of $5.9 million). The Company recognized a $3.6 million loss on the extinguishment of the Convertible Notes in the second quarter of 2026 due to their settlement at a premium.

Conference Call Information

The call is scheduled for July 30, 2026 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 (833) 461-5787 in the United States or by dialing +1 (585) 542-9983 internationally and using the passcode 647 603 275. 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, military and industrial 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 and NYSE Texas 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 geopolitical conflicts and tensions, 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, 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, as amended by its Annual Report on Form 10-K/A, for the year ended December 31, 2025, 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 Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

Revenues:

 

 

 

 

 

 

 

 

 

Products

$

98,753

 

 

$

92,580

 

 

$

107,342

 

 

$

191,333

 

 

$

207,893

 

Services

 

57,906

 

 

 

52,783

 

 

 

58,064

 

 

 

110,689

 

 

 

117,451

 

 

 

156,659

 

 

 

145,363

 

 

 

165,406

 

 

 

302,022

 

 

 

325,344

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Product costs

 

77,724

 

 

 

74,367

 

 

 

83,936

 

 

 

152,091

 

 

 

164,265

 

Service costs

 

40,227

 

 

 

37,222

 

 

 

41,404

 

 

 

77,449

 

 

 

83,752

 

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

 

117,951

 

 

 

111,589

 

 

 

125,340

 

 

 

229,540

 

 

 

248,017

 

Selling, general and administrative expense

 

23,127

 

 

 

20,024

 

 

 

22,981

 

 

 

43,151

 

 

 

45,511

 

Depreciation and amortization expense

 

8,061

 

 

 

8,189

 

 

 

11,898

 

 

 

16,250

 

 

 

23,923

 

Impairments of operating lease assets

 

 

 

 

 

 

 

1,358

 

 

 

 

 

 

1,358

 

Impairments of assets held for sale

 

 

 

 

1,384

 

 

 

 

 

 

1,384

 

 

 

 

Other operating income, net

 

(4,192

)

 

 

(101

)

 

 

(1,448

)

 

 

(4,293

)

 

 

(4,381

)

 

 

144,947

 

 

 

141,085

 

 

 

160,129

 

 

 

286,032

 

 

 

314,428

 

Operating income

 

11,712

 

 

 

4,278

 

 

 

5,277

 

 

 

15,990

 

 

 

10,916

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(508

)

 

 

(1,175

)

 

 

(1,692

)

 

 

(1,683

)

 

 

(3,270

)

Other income (expense), net

 

(3,281

)

 

 

148

 

 

 

636

 

 

 

(3,133

)

 

 

774

 

Income before income taxes

 

7,923

 

 

 

3,251

 

 

 

4,221

 

 

 

11,174

 

 

 

8,420

 

Income tax provision

 

(2,013

)

 

 

(2,143

)

 

 

(1,410

)

 

 

(4,156

)

 

 

(2,451

)

Net income

$

5,910

 

 

$

1,108

 

 

$

2,811

 

 

$

7,018

 

 

$

5,969

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

$

0.10

 

 

$

0.02

 

 

$

0.05

 

 

$

0.12

 

 

$

0.10

 

Diluted

 

0.10

 

 

 

0.02

 

 

 

0.05

 

 

 

0.12

 

 

 

0.10

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

58,479

 

 

 

57,785

 

 

 

59,154

 

 

 

58,132

 

 

 

59,661

 

Diluted

 

58,627

 

 

 

58,439

 

 

 

59,154

 

 

 

58,541

 

 

 

59,661

 

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(In Thousands)

 

 

June 30, 2026

 

December 31, 2025

 

(Unaudited)

 

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

19,802

 

 

$

69,914

 

Accounts receivable, net

 

196,926

 

 

 

202,445

 

Inventories, net

 

209,621

 

 

 

183,409

 

Assets held for sale

 

18,584

 

 

 

17,350

 

Prepaid expenses and other current assets

 

19,572

 

 

 

22,173

 

Total current assets

 

464,505

 

 

 

495,291

 

 

 

 

 

Property, plant, and equipment, net

 

232,247

 

 

 

244,382

 

Operating lease assets, net

 

13,945

 

 

 

12,731

 

Goodwill, net

 

70,337

 

 

 

70,524

 

Other intangible assets, net

 

28,637

 

 

 

31,455

 

Other noncurrent assets

 

29,820

 

 

 

29,048

 

Total assets

$

839,491

 

 

$

883,431

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Current portion of long-term debt

$

650

 

 

$

53,370

 

Accounts payable

 

69,000

 

 

 

68,090

 

Accrued liabilities

 

32,208

 

 

 

38,480

 

Current operating lease liabilities

 

5,676

 

 

 

7,286

 

Income taxes payable

 

1,746

 

 

 

1,759

 

Deferred revenue

 

88,321

 

 

 

97,195

 

Total current liabilities

 

197,601

 

 

 

266,180

 

 

 

 

 

Long-term debt

 

17,778

 

 

 

1,670

 

Long-term operating lease liabilities

 

12,118

 

 

 

12,654

 

Deferred income taxes

 

5,607

 

 

 

5,765

 

Other noncurrent liabilities

 

25,011

 

 

 

23,971

 

Total liabilities

 

258,115

 

 

 

310,240

 

 

 

 

 

Stockholders’ equity:

 

 

 

Common stock

 

821

 

 

 

805

 

Additional paid-in capital

 

1,156,353

 

 

 

1,145,642

 

Retained earnings

 

171,301

 

 

 

164,283

 

Accumulated other comprehensive loss

 

(66,772

)

 

 

(66,264

)

Treasury stock

 

(680,327

)

 

 

(671,275

)

Total stockholders’ equity

 

581,376

 

 

 

573,191

 

Total liabilities and stockholders’ equity

$

839,491

 

 

$

883,431

 

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

Six Months Ended June 30,

 

 

2026

 

 

 

2025

 

Cash flows from operating activities:

 

 

 

Net income

$

7,018

 

 

$

5,969

 

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

 

 

 

Depreciation and amortization expense

 

16,250

 

 

 

23,923

 

Impairments of operating lease assets

 

 

 

 

1,358

 

Impairments of assets held for sale

 

1,384

 

 

 

 

Stock-based compensation expense

 

4,851

 

 

 

3,859

 

Amortization of deferred financing costs

 

910

 

 

 

660

 

Deferred income tax provision (benefit)

 

(133

)

 

 

669

 

Gains on disposals of assets

 

(4,837

)

 

 

(4,282

)

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

 

3,594

 

 

 

(381

)

Other, net

 

(2,617

)

 

 

(1,423

)

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

4,746

 

 

 

2,601

 

Inventories

 

(26,675

)

 

 

1,348

 

Accounts payable and accrued liabilities

 

(7,997

)

 

 

(1,014

)

Deferred revenue

 

(8,874

)

 

 

(2,092

)

Other operating assets and liabilities, net

 

4,238

 

 

 

(6,905

)

Net cash flows provided by (used in) operating activities

 

(8,142

)

 

 

24,290

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Capital expenditures

 

(7,139

)

 

 

(19,480

)

Proceeds from disposition of property and equipment

 

737

 

 

 

4,217

 

Proceeds from disposition of assets held for sale

 

7,276

 

 

 

8,409

 

Other, net

 

(9

)

 

 

(62

)

Net cash flows provided by (used in) investing activities

 

865

 

 

 

(6,916

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Revolving credit facility borrowings

 

67,744

 

 

 

204

 

Revolving credit facility repayments

 

(49,167

)

 

 

(204

)

Extinguishment of 4.75% convertible senior notes

 

(50,452

)

 

 

(14,284

)

Other debt and finance lease repayments, net

 

(355

)

 

 

(344

)

Payment of financing costs

 

(2,014

)

 

 

(7

)

Purchases of treasury stock

 

(5,100

)

 

 

(12,043

)

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

due to vesting of stock awards

 

(3,952

)

 

 

(2,432

)

Net cash flows used in financing activities

 

(43,296

)

 

 

(29,110

)

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

461

 

 

 

231

 

Net change in cash and cash equivalents

 

(50,112

)

 

 

(11,505

)

Cash and cash equivalents, beginning of period

 

69,914

 

 

 

65,363

 

Cash and cash equivalents, end of period

$

19,802

 

 

$

53,858

 

 

 

 

 

Cash paid for:

 

 

 

Interest

$

1,593

 

 

$

3,628

 

Income taxes, net

 

4,170

 

 

 

3,660

 

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

SEGMENT DATA

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

Revenues:

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

 

 

 

 

 

 

 

 

 

Project-driven:

 

 

 

 

 

 

 

 

 

Products

$

51,954

 

 

$

51,887

 

 

$

68,653

 

 

$

103,841

 

 

$

127,777

 

Services

 

32,420

 

 

 

30,710

 

 

 

27,907

 

 

 

63,130

 

 

 

52,331

 

 

 

84,374

 

 

 

82,597

 

 

 

96,560

 

 

 

166,971

 

 

 

180,108

 

Military and other products

 

8,350

 

 

 

8,822

 

 

 

10,026

 

 

 

17,172

 

 

 

19,074

 

Total Offshore Manufactured Products

 

92,724

 

 

 

91,419

 

 

 

106,586

 

 

 

184,143

 

 

 

199,182

 

Completion and Production Services

 

24,274

 

 

 

21,498

 

 

 

29,424

 

 

 

45,772

 

 

 

63,943

 

Downhole Technologies

 

39,661

 

 

 

32,446

 

 

 

29,396

 

 

 

72,107

 

 

 

62,219

 

Total revenues

$

156,659

 

 

$

145,363

 

 

$

165,406

 

 

$

302,022

 

 

$

325,344

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

13,936

 

 

$

14,412

 

 

$

16,989

 

 

$

28,348

 

 

$

31,265

 

Completion and Production Services

 

3,917

 

 

 

3,490

 

 

 

1,877

 

 

 

7,407

 

 

 

5,380

 

Downhole Technologies

 

2,737

 

 

 

(445

)

 

 

(3,992

)

 

 

2,292

 

 

 

(6,116

)

Corporate

 

(8,878

)

 

 

(13,179

)

 

 

(9,597

)

 

 

(22,057

)

 

 

(19,613

)

Total operating income (loss)

$

11,712

 

 

$

4,278

 

 

$

5,277

 

 

$

15,990

 

 

$

10,916

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income (loss)(1):

 

 

 

 

 

 

 

 

 

Offshore Manufactured Products

$

13,936

 

 

$

14,604

 

 

$

17,262

 

 

$

28,540

 

 

$

31,538

 

Completion and Production Services

 

3,917

 

 

 

3,490

 

 

 

4,056

 

 

 

7,407

 

 

 

8,489

 

Downhole Technologies

 

2,737

 

 

 

(445

)

 

 

(2,785

)

 

 

2,292

 

 

 

(4,909

)

Corporate

 

(9,975

)

 

 

(9,299

)

 

 

(9,597

)

 

 

(19,274

)

 

 

(19,613

)

Total adjusted operating income (loss)

$

10,615

 

 

$

8,350

 

 

$

8,936

 

 

$

18,965

 

 

$

15,505

 

________________

(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 for further detail of charges and credits excluded from adjusted operating income (loss) in each of the periods presented.

 

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

 

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL INFORMATION

ADJUSTED OPERATING INCOME, EXCLUDING CHARGES AND CREDITS (A)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

 

 

 

 

 

 

 

 

 

 

Operating income

$

11,712

 

 

$

4,278

 

$

5,277

 

$

15,990

 

 

$

10,916

Impairments of:

 

 

 

 

 

 

 

 

 

Operating lease assets

 

 

 

 

 

 

 

1,358

 

 

 

 

 

 

1,358

 

Assets held for sale

 

 

 

 

1,384

 

 

 

 

 

 

1,384

 

 

 

 

Facility consolidation/closure and other charges

 

1,395

 

 

 

2,688

 

 

 

2,301

 

 

 

4,083

 

 

 

3,231

 

Gain on disposal of facility held for sale

 

(4,149

)

 

 

 

 

 

 

 

 

(4,149

)

 

 

 

Executive transition costs

 

1,657

 

 

 

 

 

 

 

 

 

1,657

 

 

 

 

Adjusted operating income, excluding charges and credits

$

10,615

 

 

$

8,350

 

 

$

8,936

 

 

$

18,965

 

 

$

15,505

 

________________

(A)

Adjusted operating income, excluding charges and credits consists of operating income plus impairments of assets and facility consolidation/closure and other charges and executive transition costs, less gain on disposal of facility held for sale. Adjusted operating 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 operating income as prepared in accordance with GAAP. The Company has included adjusted operating income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted operating income, 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

ADJUSTED SEGMENT OPERATING INCOME (LOSS), EXCLUDING CHARGES AND CREDITS (B)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

Offshore Manufactured Products:

 

 

 

 

 

 

 

 

 

Operating income

$

13,936

 

 

$

14,412

 

 

$

16,989

 

 

$

28,348

 

 

$

31,265

 

Facility consolidation/closure and other charges

 

 

 

 

192

 

 

 

273

 

 

 

192

 

 

 

273

 

Adjusted Segment Operating Income, excluding charges and credits

$

13,936

 

 

$

14,604

 

 

$

17,262

 

 

$

28,540

 

 

$

31,538

 

 

 

 

 

 

 

 

 

 

 

Completion and Production Services:

 

 

 

 

 

 

 

 

 

Operating income

$

3,917

 

 

$

3,490

 

 

$

1,877

 

 

$

7,407

 

 

$

5,380

 

Impairments of operating lease assets

 

 

 

 

 

 

 

403

 

 

 

 

 

 

403

 

Facility consolidation/closure and other charges

 

 

 

 

 

 

 

1,776

 

 

 

 

 

 

2,706

 

Adjusted Segment Operating Income, excluding charges and credits

$

3,917

 

 

$

3,490

 

 

$

4,056

 

 

$

7,407

 

 

$

8,489

 

 

 

 

 

 

 

 

 

 

 

Downhole Technologies:

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

2,737

 

 

$

(445

)

 

$

(3,992

)

 

$

2,292

 

 

$

(6,116

)

Impairments of operating lease assets

 

 

 

 

 

 

 

955

 

 

 

 

 

 

955

 

Facility consolidation/closure and other charges

 

 

 

 

 

 

 

252

 

 

 

 

 

 

252

 

Adjusted Segment Operating Income (Loss), excluding charges and credits

$

2,737

 

 

$

(445

)

 

$

(2,785

)

 

$

2,292

 

 

$

(4,909

)

 

 

 

 

 

 

 

 

 

 

Corporate:

 

 

 

 

 

 

 

 

 

Operating loss

$

(8,878

)

 

$

(13,179

)

 

$

(9,597

)

 

$

(22,057

)

 

$

(19,613

)

Impairments of assets held for sale

 

 

 

 

1,384

 

 

 

 

 

 

1,384

 

 

 

 

Facility consolidation/closure and other charges

 

1,395

 

 

 

2,496

 

 

 

 

 

 

3,891

 

 

 

 

Gain on disposal of facility held for sale

 

(4,149

)

 

 

 

 

 

 

 

 

(4,149

)

 

 

 

Executive transition costs

 

1,657

 

 

 

 

 

 

 

 

 

1,657

 

 

 

 

Adjusted Segment Operating Loss, excluding charges and credits

$

(9,975

)

 

$

(9,299

)

 

$

(9,597

)

 

$

(19,274

)

 

$

(19,613

)

________________

(B)

Adjusted Segment Operating Income (Loss), excluding charges and credits consists of operating income (loss) plus impairments of assets, facility consolidation/closure and other charges, and executive transition costs, less gain on disposal of facility held for sale. Adjusted Segment Operating 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 segment operating income (loss) as prepared in accordance with GAAP. The Company has included Adjusted Segment Operating Income (Loss), excluding charges and credits as a supplemental disclosure because its management believes that Adjusted Segment Operating Income (Loss), 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

ADJUSTED EBITDA (C)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

 

 

 

 

 

 

 

 

 

 

Net income

$

5,910

 

 

$

1,108

 

$

2,811

 

 

$

7,018

 

 

$

5,969

 

Interest expense, net

 

508

 

 

 

1,175

 

 

 

1,692

 

 

 

1,683

 

 

 

3,270

 

Income tax provision

 

2,013

 

 

 

2,143

 

 

 

1,410

 

 

 

4,156

 

 

 

2,451

 

Depreciation and amortization expense

 

8,061

 

 

 

8,189

 

 

 

11,898

 

 

 

16,250

 

 

 

23,923

 

Impairments of:

 

 

 

 

 

 

 

 

 

Operating lease assets

 

 

 

 

 

 

 

1,358

 

 

 

 

 

 

1,358

 

Assets held for sale

 

 

 

 

1,384

 

 

 

 

 

 

1,384

 

 

 

 

Facility consolidation/closure and other charges

 

1,395

 

 

 

2,688

 

 

 

2,301

 

 

 

4,083

 

 

 

3,231

 

Gain on disposal of facility held for sale

 

(4,149

)

 

 

 

 

 

 

 

 

(4,149

)

 

 

 

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

 

3,594

 

 

 

 

 

 

(381

)

 

 

3,594

 

 

 

(381

)

Executive transition costs

 

1,657

 

 

 

 

 

 

 

 

 

1,657

 

 

 

 

Adjusted EBITDA

$

18,989

 

 

$

16,687

 

 

$

21,089

 

 

$

35,676

 

 

$

39,821

 

________________

(C)

The term Adjusted EBITDA consists of net income plus net interest expense, taxes, depreciation and amortization expense, impairments of assets, facility consolidation/closure and other charges, losses (gains) on extinguishment of Convertible Notes and executive transition costs, less gain on disposal of facility held for sale. 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 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, 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 (D)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

Offshore Manufactured Products:

 

 

 

 

 

 

 

 

 

Operating income

$

13,936

 

 

$

14,412

 

 

$

16,989

 

 

$

28,348

 

 

$

31,265

 

Other income (expense), net

 

39

 

 

 

(21

)

 

 

140

 

 

 

18

 

 

 

182

 

Depreciation and amortization expense

 

3,932

 

 

 

3,940

 

 

 

3,703

 

 

 

7,872

 

 

 

7,311

 

Facility consolidation/closure and other charges

 

 

 

 

192

 

 

 

273

 

 

 

192

 

 

 

273

 

Adjusted Segment EBITDA

$

17,907

 

 

$

18,523

 

 

$

21,105

 

 

$

36,430

 

 

$

39,031

 

 

 

 

 

 

 

 

 

 

 

Completion and Production Services:

 

 

 

 

 

 

 

 

 

Operating income

$

3,917

 

 

$

3,490

 

 

$

1,877

 

 

$

7,407

 

 

$

5,380

 

Other income, net

 

219

 

 

 

129

 

 

 

115

 

 

 

348

 

 

 

211

 

Depreciation and amortization expense

 

2,434

 

 

 

2,517

 

 

 

4,083

 

 

 

4,951

 

 

 

8,355

 

Impairments of operating lease assets

 

 

 

 

 

 

 

403

 

 

 

 

 

 

403

 

Facility consolidation/closure and other charges

 

 

 

 

 

 

 

1,776

 

 

 

 

 

 

2,706

 

Adjusted Segment EBITDA

$

6,570

 

 

$

6,136

 

 

$

8,254

 

 

$

12,706

 

 

$

17,055

 

 

 

 

 

 

 

 

 

 

 

Downhole Technologies:

 

 

 

 

 

 

 

 

 

Operating income (loss)

$

2,737

 

 

$

(445

)

 

$

(3,992

)

 

$

2,292

 

 

$

(6,116

)

Depreciation and amortization expense

 

1,506

 

 

 

1,539

 

 

 

4,005

 

 

 

3,045

 

 

 

8,034

 

Impairments of operating lease assets

 

 

 

 

 

 

 

955

 

 

 

 

 

 

955

 

Facility consolidation/closure and other charges

 

 

 

 

 

 

 

252

 

 

 

 

 

 

252

 

Adjusted Segment EBITDA

$

4,243

 

 

$

1,094

 

 

$

1,220

 

 

$

5,337

 

 

$

3,125

 

 

 

 

 

 

 

 

 

 

 

Corporate:

 

 

 

 

 

 

 

 

 

Operating loss

$

(8,878

)

 

$

(13,179

)

 

$

(9,597

)

 

$

(22,057

)

 

$

(19,613

)

Other income (expense), net

 

(3,539

)

 

 

40

 

 

 

381

 

 

 

(3,499

)

 

 

381

 

Depreciation and amortization expense

 

189

 

 

 

193

 

 

 

107

 

 

 

382

 

 

 

223

 

Impairments of assets held for sale

 

 

 

 

1,384

 

 

 

 

 

 

1,384

 

 

 

 

Facility consolidation/closure and other charges

 

1,395

 

 

 

2,496

 

 

 

 

 

 

3,891

 

 

 

 

Gain on disposal of facility held for sale

 

(4,149

)

 

 

 

 

 

 

 

 

(4,149

)

 

 

 

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

 

3,594

 

 

 

 

 

 

(381

)

 

 

3,594

 

 

 

(381

)

Executive transition costs

 

1,657

 

 

 

 

 

 

 

 

 

1,657

 

 

 

 

Adjusted Segment EBITDA

$

(9,731

)

 

$

(9,066

)

 

$

(9,490

)

 

$

(18,797

)

 

$

(19,390

)

________________

(D)

The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of assets and facility consolidation/closure and other charges, losses (gains) on extinguishment of Convertible Notes and executive transition costs, less gain on disposal of facility held for sale. 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, EXCLUDING CHARGES AND CREDITS (E) AND

ADJUSTED NET INCOME PER SHARE, EXCLUDING CHARGES AND CREDITS (F)

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

 

 

 

 

 

 

 

 

 

 

Net income

$

5,910

 

 

$

1,108

 

$

2,811

 

 

$

7,018

 

 

$

5,969

 

Impairments of:

 

 

 

 

 

 

 

 

 

Operating lease assets

 

 

 

 

 

 

 

1,358

 

 

 

 

 

 

1,358

 

Assets held for sale

 

 

 

 

1,384

 

 

 

 

 

 

1,384

 

 

 

 

Facility consolidation/closure and other charges

 

1,395

 

 

 

2,688

 

 

 

2,301

 

 

 

4,083

 

 

 

3,231

 

Gain on disposal of facility held for sale

 

(4,149

)

 

 

 

 

 

 

 

 

(4,149

)

 

 

 

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

 

3,594

 

 

 

 

 

 

(381

)

 

 

3,594

 

 

 

(381

)

Executive transition costs

 

1,657

 

 

 

 

 

 

 

 

 

1,657

 

 

 

 

Total adjustments, before taxes

 

2,497

 

 

 

4,072

 

 

 

3,278

 

 

 

6,569

 

 

 

4,208

 

Income tax benefit impact of adjustments, net

 

 

 

 

 

 

 

(688

)

 

 

 

 

 

(884

)

Total adjustments, net of taxes

 

2,497

 

 

 

4,072

 

 

 

2,590

 

 

 

6,569

 

 

 

3,324

 

Adjusted net income, excluding charges and credits

$

8,407

 

 

$

5,180

 

 

$

5,401

 

 

$

13,587

 

 

$

9,293

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average number of diluted common shares outstanding

 

58,627

 

 

 

58,439

 

 

 

59,154

 

 

 

58,541

 

 

 

59,661

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted net income per share, excluding charges and credits

$

0.14

 

 

$

0.09

 

 

$

0.09

 

 

$

0.23

 

 

$

0.16

 

________________

(E)

Adjusted net income, excluding charges and credits consists of net income plus impairments of assets and facility consolidation/closure and other charges, losses (gains) on extinguishment of Convertible Notes, executive transition costs, less gain on disposal of facility held for sale and the impact of these adjustments on income tax provision (benefit). 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 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.

(F)

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 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 (G)

(In Thousands)

(Unaudited)

 

 

Three Months Ended

 

Six Months Ended

 

June 30,

2026

 

March 31,

2026

 

June 30,

2025

 

June 30,

2026

 

June 30,

2025

 

 

 

 

 

 

 

 

 

 

Net cash flows provided by (used in) operating activities

$

(6,257

)

 

$

(1,885

)

 

$

14,995

 

 

$

(8,142

)

 

$

24,290

 

Less: Capital expenditures

 

(2,912

)

 

 

(4,227

)

 

 

(10,322

)

 

 

(7,139

)

 

 

(19,480

)

Plus: Proceeds from disposition of property and equipment

 

341

 

 

 

396

 

 

 

2,532

 

 

 

737

 

 

 

4,217

 

Proceeds from disposition of assets held for sale

 

6,803

 

 

 

473

 

 

 

909

 

 

 

7,276

 

 

 

8,409

 

Free cash flow

$

(2,025

)

 

$

(5,243

)

 

$

8,114

 

 

$

(7,268

)

 

$

17,436

 

________________

(G)

The term free cash flow consists of net cash flows provided by (used in) 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 (used in) operating activities, which is the most directly comparable measure of financial performance calculated under GAAP.

 

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