Document


	三個月之內結束						百分比變動
(未經審計，以千爲單位，除每股金額外)	2020年9月30日 2024		6月30日, 2024		2020年9月30日 2023		環比		同比
合併結果:
收入	$	174,348	$	186,383	$	194,289	(6)	%	(10)	%
業務利潤（虧損）(3)	$	(11,041)	$	2,045	$	6,190	未達成		未達成
	$	(14,349)	$	1,301	$	4,212	未達成		未達成
扣除費用和信用額度後的調整淨利潤(1)	$	2,696	$	4,391	$	5,515	(39)	%	(51)	%
調整後的EBITDA(1)	$	21,531	$	21,306	$	23,441	1	%	(8)	%

LS&H(2):
海外製造產品	$	102,234	$	101,556	$	96,070	1	%	6	%
完井和生產服務	40,099		46,421		59,831		(14)	%	(33)	%
井下技術	32,015		38,406		38,388		(17)	%	(17)	%

按目的地劃分的收入：
海外和國際	$	113,856	$	118,625	$	104,750	(4)	%	9	%
美國土地	60,492		67,758		89,539		(11)	%	(32)	%

各業務領域的營業利潤（虧損）(2)(3):
海外製造產品	$	19,310	$	14,357	$	15,586	34	%	24	%
完井和生產服務	(18,267)		(535)		3,285		未達成		未達成
油井技術	(3,653)		(1,141)		(1,900)		(220)	%	(92)	%

調整後的分段利潤總額(1)(2):
離岸製造產品	$	23,303	$	20,131	$	21,708	16	%	7	%
完井和生產服務	5,413		8,548		9,716		(37)	%	(44)	%
井下技術	1,078		3,114		2,646		(65)	%	(59)	%

Oil States International, Inc.報告2024年第三季度淨虧損1,430萬美元，每股0.23美元，調整後EBITDA爲2150萬美元，營收爲1.743億美元。報告的2024年第三季度淨虧損包括與其美國陸基業務重組、設施關閉、專利捍衛和人員減少有關的1820萬美元（稅後即1700萬美元，每股0.27美元）的費用。這些成績與2024年第二季度的營收1.864億美元、淨利潤130萬美元或每股0.02美元以及調整後EBITDA 2130萬美元的結果相比，第二季度的報告中包括設施整合費用和其他信用390萬美元（稅後310萬美元，每股0.05美元）。

2024年第三季度的業績主要受海外和國際項目活動及相關積壓訂單的帶動，部分被墨西哥灣中的項目完成和干預項目的顧客延遲以及美國客戶減少與完成相關的支出所抵消。儘管墨西哥灣的風暴在本季度削弱了我們的完井和生產服務業績，但我們的人員仍然安全，公司設施未遭受重大損壞。我們預計受颶風米爾頓引起的延遲後，第四季度墨西哥灣的活動將恢復。

我們的離岸製造產品部門營收按季度保持平穩，第三季度總額爲1.02億美元，調整後的分部EBITDA則因有利的營收組合增長了16%，達到2,300萬美元。預訂金額按季度增長了11%，本季度總額達到1.12億美元，而2024年第二季度的預訂金額爲1.01億美元，截至9月30日積壓訂單金額爲3.13億美元，季度訂單與發票比率爲1.1倍。我們的離岸和國際項目驅動業務前景樂觀，我們的新科技產品如集成動力上升器關節在管理壓力鑽井作業中的應用逐漸得到市場認可。

2024年第一季度，一些開空週期性、易耗品業務，歷史上作爲離岸製造產品部門（傳統壓裂塞和彈性體產品）的一部分進行報告，已整合到我們的油田技術部門中，以更好地與潛在活動需求驅動因素和當前段管理結構保持一致，同時提供額外的運營協同效益。歷史分部財務數據（GAAP和非GAAP）、訂單未填發和其他信息已按照修訂後的分部展示進行調整。此外，在2024年第三季度出售其剩餘的美國陸地鑽機和退出回流和井測試服務提供後，公司的井場服務部門更名爲完井和生產服務部門。

Completion and Production Services reported revenues of $40.1 million, an operating loss of $18.3 million and Adjusted Segment EBITDA of $5.4 million in the third quarter of 2024, compared to revenues of $46.4 million, an operating loss of $0.5 million and Adjusted Segment EBITDA of $8.5 million reported in the second quarter of 2024. Adjusted Segment EBITDA margin was 13% in the third quarter of 2024, compared to 18% in the second quarter of 2024.

During the third quarter of 2024, the segment implemented restructuring actions in its U.S. land-based businesses to reduce costs and improve future operating margins, which included the exit of two service offerings and the closure of five additional underperforming facilities as well as associated reductions in its U.S. workforce. As a result of these and other strategic actions previously taken, the segment’s operating loss for the third quarter of 2024 included $12.9 million of non-cash intangible and operating lease asset impairment charges, $2.2 million of costs associated with the exit of underperforming service locations and $0.8 million of other restructuring charges. During the second quarter of 2024, the segment recorded costs of $1.9 million associated with the consolidation and exit of underperforming service locations. Additionally, during the second and third quarters of 2024, the segment recorded costs totaling $2.3 million associated with the enforcement of certain patents related to its proprietary technologies.

The segment’s U.S. land-based service offerings and facilities exited during the third quarter of 2024 collectively generated revenues of $9.3 million and operating losses of $17.1 million in the current quarter, which included intangible and operating lease asset impairment charges of $12.9 million, facility closure and other charges totaling $2.2 million as well as depreciation and amortization expense of $1.3 million. During the first nine months of 2024, service offerings and facilities exited in 2024 collectively generated revenues of $35.8 million and operating losses of $24.0 million, which included intangible and operating lease asset impairment charges of $12.9 million, facility closure and other charges totaling $4.6 million as well as depreciation and amortization expense of $4.2 million.

Downhole Technologies reported revenues of $32.0 million, an operating loss of $3.7 million and Adjusted Segment EBITDA of $1.1 million in the third quarter of 2024, compared to revenues of $38.4 million, an operating loss of $1.1 million and Adjusted Segment EBITDA of $3.1 million in the second quarter of 2024. Adjusted Segment EBITDA margin was 3% in the third quarter of 2024, compared to 8% in the second quarter of 2024.

During the third quarter of 2024, the Company recognized tax expense of $2.2 million on a pre-tax loss of $12.1 million, which included unfavorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses. The Company recognized a tax benefit of $0.7 million on pre-tax income of $0.6 million in the second quarter of 2024, which included favorable changes in valuation allowances recorded against deferred tax assets and certain non-deductible expenses.

The call is scheduled for October 30, 2024 at 9:00 a.m. Central Daylight Time, is being webcast and can be accessed from the Company’s website at www.ir.oilstatesintl.com. Participants may also join the conference call by dialing 1 (888) 210-3346 in the United States or by dialing +1 (646) 960-0253 internationally and using the passcode 7534957. A replay of the conference call will be available approximately two hours after the completion of the call and can be accessed from the Company’s website at www.ir.oilstatesintl.com.

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”.

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among others, the level of supply and demand for oil and natural gas, fluctuations in the current and future prices of oil and natural gas, the level of exploration, drilling and completion activity, general global economic conditions, the cyclical nature of the oil and natural gas industry, geopolitical conflicts and tensions, the financial health of our customers, the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other producing nations with respect to crude oil production levels and pricing, the impact of environmental matters, including executive actions and regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally, consolidation of our customers, our ability to access and the cost of capital in the bank and capital markets, our ability to develop new competitive technologies and products, and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the subsequently filed Quarterly Reports on Form 10-Q and Periodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.


	Three Months Ended						Nine Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Revenues:
Products	$	100,798	$	108,579	$	102,636	$	303,706	$	295,106
Services	73,550		77,804		91,653		224,287		278,911
	174,348		186,383		194,289		527,993		574,017

Costs and expenses:
Product costs	79,167		82,503		80,188		236,807		231,524
Service costs	57,422		59,530		70,239		173,766		211,668
Cost of revenues (exclusive of depreciation and amortization expense presented below)	136,589		142,033		150,427		410,573		443,192
Selling, general and administrative expense	22,754		26,373		24,241		71,623		71,785
Depreciation and amortization expense	13,635		14,698		15,416		42,528		46,209
Impairment of goodwill	—		—		—		10,000		—
Impairments of intangible assets	10,787		—		—		10,787		—
Impairments of operating lease assets	2,579		—		—		2,579		—
Other operating (income) expense, net	(955)		1,234		(1,985)		76		(2,503)
	185,389		184,338		188,099		548,166		558,683
Operating income (loss)	(11,041)		2,045		6,190		(20,173)		15,334

Interest expense, net	(1,824)		(2,061)		(1,928)		(5,986)		(6,378)
Other income, net	731		652		186		1,311		672
Income (loss) before income taxes	(12,134)		636		4,448		(24,848)		9,628
Income tax benefit (provision)	(2,215)		665		(236)		(1,574)		(2,700)
Net income (loss)	$	(14,349)	$	1,301	$	4,212	$	(26,422)	$	6,928

Net income (loss) per share:
Basic	$	(0.23)	$	0.02	$	0.07	$	(0.42)	$	0.11
Diluted	(0.23)		0.02		0.07		(0.42)		0.11

Weighted average number of common shares outstanding:
Basic	62,084		62,483		62,651		62,357		62,760
Diluted	62,084		62,704		63,060		62,357		63,135


	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	45,984	$	47,111
Accounts receivable, net	182,536		203,211
Inventories, net	221,134		202,027
Prepaid expenses and other current assets	29,257		35,648
Total current assets	478,911		487,997

Property, plant, and equipment, net	267,388		280,389
Operating lease assets, net	21,601		21,970
Goodwill, net	70,439		79,867
Other intangible assets, net	129,866		153,010
Other noncurrent assets	25,936		23,253
Total assets	$	994,141	$	1,046,486

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	634	$	627
Accounts payable	55,506		67,546
Accrued liabilities	39,978		44,227
Current operating lease liabilities	7,295		6,880
Income taxes payable	2,616		1,233
Deferred revenue	34,742		36,757
Total current liabilities	140,771		157,270

Long-term debt	124,643		135,502
Long-term operating lease liabilities	19,392		18,346
Deferred income taxes	5,291		7,717
Other noncurrent liabilities	19,238		18,106
Total liabilities	309,335		336,941

Stockholders’ equity:
Common stock	786		772
Additional paid-in capital	1,135,634		1,129,240
Retained earnings	258,496		284,918
Accumulated other comprehensive loss	(66,595)		(69,984)
Treasury stock	(643,515)		(635,401)
Total stockholders’ equity	684,806		709,545
Total liabilities and stockholders’ equity	$	994,141	$	1,046,486


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	(26,422)	$	6,928
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	42,528		46,209
Impairment of goodwill	10,000		—
Impairments of intangible assets	10,787		—
Impairments of operating lease assets	2,579		—
Stock-based compensation expense	6,408		5,157
Amortization of deferred financing costs	1,168		1,344
Deferred income tax benefit	(2,798)		(66)
Gains on disposals of assets	(2,956)		(3,335)
Gains on extinguishment of 4.75% convertible senior notes	(515)		—
Other, net	83		(614)
Changes in operating assets and liabilities:
Accounts receivable	21,173		29,538
Inventories	(18,406)		(23,754)
Accounts payable and accrued liabilities	(17,554)		(17,515)
Deferred revenue	(2,015)		5,580
Other operating assets and liabilities, net	3,624		2,905
Net cash flows provided by operating activities	27,684		52,377

Cash flows from investing activities:
Capital expenditures	(23,309)		(23,370)
Proceeds from disposition of property and equipment	15,411		4,374
Other, net	(431)		(120)
Net cash flows used in investing activities	(8,329)		(19,116)

Cash flows from financing activities:
Revolving credit facility borrowings	22,678		35,693
Revolving credit facility repayments	(22,678)		(35,693)
Purchases of 4.75% convertible senior notes	(10,846)		—
Repayment of 1.50% convertible senior notes	—		(17,315)
Other debt and finance lease repayments	(481)		(340)
Payment of financing costs	(1,119)		(101)
Purchases of treasury stock	(5,149)		(3,001)
Shares added to treasury stock as a result of net share settlements due to vesting of stock awards	(2,596)		(1,948)
Net cash flows used in financing activities	(20,191)		(22,705)

Effect of exchange rate changes on cash and cash equivalents	(291)		330
Net change in cash and cash equivalents	(1,127)		10,886
Cash and cash equivalents, beginning of period	47,111		42,018
Cash and cash equivalents, end of period	$	45,984	$	52,904

Cash paid (received) for:
Interest	$	4,206	$	4,353
Income taxes, net	2,695		(34)


	Three Months Ended						Nine Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Revenues(1):
Offshore Manufactured Products
Project-driven:
Products	$	58,164	$	59,752	$	58,169	$	171,053	$	152,241
Services	32,754		31,024		30,391		89,011		79,867
	90,918		90,776		88,560		260,064		232,108
Military and other products	11,316		10,780		7,510		30,583		23,114
Total Offshore Manufactured Products	102,234		101,556		96,070		290,647		255,222
Completion and Production Services	40,099		46,421		59,831		133,812		191,425
Downhole Technologies	32,015		38,406		38,388		103,534		127,370
Total revenues	$	174,348	$	186,383	$	194,289	$	527,993	$	574,017

Operating income (loss)(1):
Offshore Manufactured Products(2)	$	19,310	$	14,357	$	15,586	$	44,270	$	32,122
Completion and Production Services(3)	(18,267)		(535)		3,285		(19,221)		14,983
Downhole Technologies(4)	(3,653)		(1,141)		(1,900)		(16,873)		(148)
Corporate	(8,431)		(10,636)		(10,781)		(28,349)		(31,623)
Total operating income (loss)	$	(11,041)	$	2,045	$	6,190	$	(20,173)	$	15,334

(1)In the first quarter 2024, certain short-cycle, consumable product operations historically reported within the Offshore Manufactured Products segment were integrated into the Downhole Technologies segment. Historical segment financial results were conformed with the revised segment presentation. Additionally, following the sale of its remaining U.S. land-based drilling rigs and the exit of the flowback and well testing service offerings in the third quarter of 2024, the Company’s Well Site Services segment name was changed to the Completion and Production Services segment.

(2)Operating income for the three months ended September 30, 2024 and June 30, 2024, and the nine months ended September 30, 2024 included facility consolidation charges of $0.4 million, $1.5 million and $3.4 million, respectively, associated with the Offshore Manufactured Products segment’s consolidation and relocation of certain manufacturing and service locations and other cost reduction measures. Operating income for the three and nine months ended September 30, 2023 included facility consolidation charges of $1.6 million associated with the Offshore/Manufactured Products segment's consolidation and relocation of certain manufacturing and service locations.

(3)Operating income (loss) for the three months ended September 30, 2024 and June 30, 2024, and the nine months ended September 30, 2024, included $15.9 million, $1.9 million and $18.5 million, respectively, in costs associated with consolidation and exit of certain underperforming locations. Additionally, during the three months ended September 30, 2024 and June 30, 2024, and the nine months ended September 30, 2024, the segment incurred $1.3 million, $1.0 million and $2.7 million, respectively, of costs associated with the defense of certain Completion and Production Services segment patents related to proprietary technologies.


	Three Months Ended						Nine Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

Net income (loss)	$	(14,349)	$	1,301	$	4,212	$	(26,422)	$	6,928
Interest expense, net	1,824		2,061		1,928		5,986		6,378
Income tax provision (benefit)	2,215		(665)		236		1,574		2,700
Depreciation and amortization expense	13,635		14,698		15,416		42,528		46,209
Impairment of goodwill	—		—		—		10,000		—
Impairments of intangible assets	10,787		—		—		10,787		—
Impairments of operating lease assets	2,579		—		—		2,579		—
Facility consolidation/closure and other charges	4,840		4,426		1,649		11,775		1,649
Gains on extinguishment of 4.75% convertible senior notes	—		(515)		—		(515)		—
Adjusted EBITDA	$	21,531	$	21,306	$	23,441	$	58,292	$	63,864

(A)The term Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of 4.75% convertible senior notes (“2026 Notes”). Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”) and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted EBITDA to net income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.


	Three Months Ended						Nine Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Offshore Manufactured Products:
Operating income	$	19,310	$	14,357	$	15,586	$	44,270	$	32,122
Other income (expense), net	8		(20)		68		29		314
Depreciation and amortization expense	3,631		4,247		4,405		11,571		12,555
Facility consolidation/closure and other charges	354		1,547		1,649		3,364		1,649
Adjusted Segment EBITDA	$	23,303	$	20,131	$	21,708	$	59,234	$	46,640

Completion and Production Services:
Operating income (loss)	$	(18,267)	$	(535)	$	3,285	$	(19,221)	$	14,983
Other income, net	723		157		118		767		358
Depreciation and amortization expense	5,749		6,047		6,313		17,875		19,023
Impairments of intangible assets	10,787		—		—		10,787		—
Impairments of operating lease assets	2,092		—		—		2,092		—
Facility consolidation/closure and other charges	4,329		2,879		—		8,254		—
Adjusted Segment EBITDA	$	5,413	$	8,548	$	9,716	$	20,554	$	34,364

Downhole Technologies:
Operating loss	$	(3,653)	$	(1,141)	$	(1,900)	$	(16,873)	$	(148)
Depreciation and amortization expense	4,121		4,255		4,546		12,646		14,161
Impairment of goodwill	—		—		—		10,000		—
Impairments of operating lease assets	487		—		487		487		—
Facility consolidation/closure and other charges	123		—		—		123		—
Adjusted Segment EBITDA	$	1,078	$	3,114	$	2,646	$	6,383	$	14,013

Corporate:
Operating loss	$	(8,431)	$	(10,636)	$	(10,781)	$	(28,349)	$	(31,623)
Other income, net	—		515		—		515		—
Depreciation and amortization expense	134		149		152		436		470
Other charges	34		—		—		34		—
Gains on extinguishment of 4.75% convertible senior notes	—		(515)		—		(515)		—
Adjusted Segment EBITDA	$	(8,263)	$	(10,487)	$	(10,629)	$	(27,879)	$	(31,153)

(B)The term Adjusted Segment EBITDA consists of operating income (loss) plus other income (expense), depreciation and amortization expense, impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of 2026 Notes. Adjusted Segment EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for operating income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted Segment EBITDA as supplemental disclosure because its management believes that Adjusted Segment EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses Adjusted Segment EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The table above sets forth reconciliations of Adjusted Segment EBITDA to operating income (loss), which is the most directly comparable measure of financial performance calculated under GAAP.


	Three Months Ended						Nine Months Ended
	September 30, 2024		June 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

Net income (loss)	$	(14,349)	$	1,301	$	4,212	$	(26,422)	$	6,928
Impairment of goodwill	—		—		—		10,000		—
Impairments of intangible assets	10,787		—		—		10,787		—
Impairments of operating lease assets	2,579		—		—		2,579		—
Facility consolidation/closure and other charges	4,840		4,426		1,649		11,775		1,649
Gains on extinguishment of 4.75% convertible senior notes	—		(515)		—		(515)		—
Total adjustments, before taxes	18,206		3,911		1,649		34,626		1,649
Tax benefit	(1,161)		(821)		(346)		(2,990)		(346)
Total adjustments, net of taxes	17,045		3,090		1,303		31,636		1,303
Adjusted net income, excluding charges and credits	$	2,696	$	4,391	$	5,515	$	5,214	$	8,231



Adjusted weighted average number of diluted common shares outstanding (E)	62,412		62,704		63,060		62,648		63,135



Adjusted diluted net income per share, excluding charges and credits (E)	$	0.04	$	0.07	$	0.09	$	0.08	$	0.13

(C)Adjusted net income, excluding charges and credits consists of net income (loss) plus impairments of goodwill, intangible and operating lease assets, and facility consolidation/closure and other charges, less gains on extinguishment of the 2026 Notes. Adjusted net income, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) as prepared in accordance with GAAP. The Company has included adjusted net income, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.

(D)Adjusted net income per share, excluding charges and credits is calculated as adjusted net income, excluding charges and credits divided by the weighted average number of common shares outstanding. Adjusted net income per share, excluding charges and credits is not a measure of financial performance under GAAP and should not be considered in isolation from or as a substitute for net income (loss) per share as prepared in accordance with GAAP. The Company has included adjusted net income per share, excluding charges and credits as a supplemental disclosure because its management believes that adjusted net income per share, excluding charges and credits provides investors a helpful measure for comparing its operating performance with previous and subsequent periods.