Slides
Page 1
oilstatesintl.com INVESTORPRESENT A TIONJune2025
Page 2
The foregoing contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements arethose 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 variousrisks and uncertainties that could cause actual results to differ materially from those forward-lookingstatements. Such risks and uncertainties include, among others, the level of supply and demand for oiland natural gas, fluctuations in the current and future prices of oil and natural gas, the level ofexploration, drilling and completion activity, general global economic conditions, the cyclical nature ofthe 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 nationswith respect to crude oil production levels and pricing, supply chain disruptions, the impact of changes intariffs and duties on imported materials and exported finished goods, the impact of environmentalmatters, including executive actions and regulatory efforts to adopt environmental or climate changeregulations that may result in increased operating costs or reduced oil and natural gas production ordemand globally, consolidation of our customers, our ability to access and the cost of capital in the bankand capital markets, our ability to develop new competitive technologies and products, and other factorsdiscussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10-K forthe year ended December 31, 2024, and the subsequently filed Quarterly Reports on Form 10-Q andPeriodic Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-lookingstatements, which speak only as of the date hereof, and, except as required by law, the Companyundertakes no obligation to update those statements or to publicly announce the results of any revisionsto any of those statements to reflect future events or developments. See page 37 for Non-GAAPMeasures EBITDA Reconciliation disclosure. Forward-looking Statements While the events and information discussed in this report may be significant, any significance should not be read as necessarily rising to the level of materiality of the disclosures required under the U.S. federal securities laws.2
Page 3
“As a technology-focused manufacturing and energy services company, Oil States continues to provide products and services that advance the production of affordable and reliable energy. As part of our strategy, we continue to support our traditional oil and gas, military and industrial customers with new technologies and best in class service while using our core expertise to enable pathways toward a lower carbon, multi-source energy mix to meet growing global demand.We are proud of our low-carbon initiatives that have been implemented across our global operations. We will continue to strive for improvements in the health and safety of our employees, to further our own sustainability initiatives, to assist our customers in their decarbonization efforts, and to support the communities in which we work and live.” Oil States Enables Access to Energy Cindy B. TaylorPresident and Chief Executive Officer3Oil States 2024 Sustainability Report: www.ir.oilstatesintl.com
Page 4
Oil States - A Value OpportunitySignificant Offshore and International Exposure with Onshore Optimization UpsideOur global footprint and customer relationships providing offshore and international opportunities with onshore optimization upsideExtended Revenue VisibilityLong-term offshore project cycles, sustained bookings provide extended revenue runwayImproving Margin Performance,Reducing Costs / Capital IntensityAdvancing profitability through offshore margin expansion and streamlining of operationsTechnology AdvantagesContinuing to invest in market-leading technologies to support organic growth and differentiationSed ut perspiciatis unde omnis iste natus error sit voluptatem accusantium.Robust Cash Flow Yields, Robust ReturnsStrong cash flows with R&D investments and share repurchases offer peer-group leading free cash flow yield and returns potentialGlobal Energy Mix, Offshore and International Driving DemandLong-term energy demand growth, major offshore projects, and onshore optimization driving outlookInvestment Highlights 4 Global Energy Leader Providing Offshore, Onshore, International and Alternative Energy Exposure
Page 5
Business and Operating Strategy is Strong with Improving Returns 5 Continuing to expand international and offshore focused offeringsImproving operating/EBITDA marginsReduced capital intensityContinuing to develop more differentiated product and service offeringsDelivering lower cost product and service offerings to the marketEnhancing stockholder returns profileUnlocking Oil States equity value in the process
Page 6
oilstatesintl.com Macro Outlook: Global Energy Mix, Strong Offshoreand International Spend, and Resilient U.S. Land Driving DemandMeeting the Energy Needs of a Growing Global Population
Page 7
MACRO OUTLOOKTHERE IS A GAP IN ENERGY ACCESSACCESS TO AFFORDABLE, RELIABLE ENERGY IS KEY TO MODERN LIVING STANDARDSTRADITIONAL AND NEW ENERGY SOURCES ARE ESSENTIAL Source: ExxonMobil Global Outlook- August 2024, Oil States Management Outlook, International Energy Agency (IEA), Intergovernmental Panel on Climate Change (IPCC) •Access to affordable, reliable energy is key to modern living standards.•Over one-half of the world’s population, ~4 billion people, live at or below the modern minimum energy threshold. •Oil and gas supply will decline significantly over time and require increased recovery in existing fields and new projects.•Investment in both traditional and new energy sources are essential. GLOBAL ENERGY MIX BY SOURCE 7 IPCC likely Below 2°Avg.IEA
Page 8
1) Source: Westwood Energy, 1Q25 Energy Outlook GLOBAL ENERGY MARKET EXPENDITURE (SELECT MARKETS)$billionsStrong Offshore, International and Alternative Energy OutlookPoised for a multi-year upcycle 801002003004005002017201820192020202120222023202420252026202720282029International Land OFSOffshore DrillingOffshore O&G EPCIOffshore Wind EPCI•Long-term Global Energy Demand•Future Offshore EPCI Investments•U.S. Frac Count and Drilling and Completion Spending•Oil Pricing Outlook•Natural Gas Demand and Pricing Outlook
Page 9
Offshore EPC investment for 2024 closed at $52 billion, an 18% year-over-year increase. EPC contracting activity was driven by Latin America (47%) and Asia (16%) and Middle East (15%) regions. Total offshore EPC contract award value over the 2026-29 period is estimated at $208 billion, with annual spend projected to average $52 billion.Offshore Momentum Continues Beyond 2025 Source: Westwood Energy, 1Q25 Energy Outlook9 26-29Av.$0$10$20$30$40$50$60$70 2018 2019 2020 2021 2022 2023 2024 2025AwardedPre-AwardFirmProbablePossibleForecast
Page 10
While U.S. rig count and frac count have declined in recent periods, footage drilled and well laterallengths have increased along total U.S. production, which highlights the efficiencies being gained byoperators.Frac spread count is at 190, down from 1Q25(1)average.Customer adoption of advanced completions technology is driving demand for consumablecompletion products (driven by longer lateral lengths, increased frac stages and more perforationclusters for improved unconventional well productivity).Recent market trends include customer movement to shorter perforating guns, consistent hole sizecharges, customization of shot phasing, self-oriented perforating and use of advanced chargetechnologies.Completion Intensity Per Shale Well is Increasing Source: (1) Primary Vision Frac Spread Count measure as of 5/30/2025 and 1Q25 average count was 202. (2) Well completion design and product requirements data are Company management estimates.Increasing Well Completion Design and Product Requirements Over Time (2)Leading EdgePermian Basin Well in 2014Lateral length: 6,000 ft.Frac Stages: 25Perforating Clusters: 100Products Required Per Well:Perforating Charges: 1,250Perforating Guns: 100Frac Plugs: 25Leading EdgePermian Basin Well in 2017Leading EdgePermian Basin Well TodayLateral length: 10,000 ft.+Frac Stages: 80+Perforating Clusters: 1,600+Products Required Per Well:Perforating Charges: 4,000+Perforating Guns: 1,600+Frac Plugs: 80+Lateral length: 8,200 ft.Frac Stages: 40Perforating Clusters: 280Products Required Per Well:Perforating Charges: 2,000Perforating Guns: 280Frac Plugs: 4010
Page 11
oilstatesintl.com Business Overview: Significant Offshore and International Exposure with Onshore, New Energies UpsideRobust Offshore and International Opportunities with Onshore and New Energies Upside
Page 12
Designs manufactures and sells capital equipment utilized on floating production systems, subsea pipelines, offshore drilling rigs and vessels, subsea mineral gathering riser systems and other military and industrial applications.Technology-Focused, Manufacturing and Energy Services Company Note: 1Q2025 Consolidated revenues and Adjusted EBITDA totaled $159.9 million and $18.7 million, respectively. See Appendix for non-GAAP Adjusted Segment EBITDA reconciliations.12 1Q2025 Revenueby Segment1Q2025 Adjusted EBITDA by SegmentOffshore Manufactured Products Downhole TechnologiesResearcher, developer and manufacturer of highly engineered perforation systems and downhole tools primarily used in completion applications.•U.S. shale market represented 77% of 1Q2025 segment revenues.•Offshore and international markets represented 23% of 1Q2025 segment revenues. •Long-term, technology-focused business driven by investments in global deepwater capital equipment.•Services for inspection, repair, certification, and maintenance of offshore rigs, vessels, and installed equipment.Completion and Production ServicesProvides broad range of completion-oriented equipment and services that are used to establish and maintain the flow of oil and natural gas from a well throughout its life cycle.•U.S. shale focused (61% of 1Q2025segment revenues).•GOM and international markets (39% of 1Q2025 segment revenues).
Page 13
NORTH AMERICA31LOCATIONS~1,500(1)EMPLOYEESSOUTH AMERICA2LOCATIONS~300EMPLOYEESASIA, MIDDLE EASTAND AUSTRALIA9LOCATIONS~400EMPLOYEESEUROPE AND AFRICA5LOCATIONS~200EMPLOYEES Positioned in all the Most Active Offshore, International and U.S. Shale BasinsApproximately 65-70% of Revenues Derived from International and Offshore MarketsGlobal Footprint Provides Broad-Based Investment Opportunity Note: 1) Approximate headcount excludes part-time and contract employees. 13
Page 14
Offshore Field Developments – Engineered Equipment for Production Platforms Subsea Pipeline Equipment – Primarily for Export Systems Offshore Drilling – OEM Drilling Technologies and Aftermarket Services Renewables/ Offshore Floating Wind / Deepsea Minerals Systems to Support Expansion of Available Energy Sources Diverse Set of Manufactured Marine / Military / Industrial Products Offshore Manufactured Products: Large Development Projects Provide Revenue VisibilityDeepwater production infrastructure and large development projects are generally longer-term in nature, based on through-cycle economics and are less sensitive to short-term commodity price volatility. Through our global manufacturing and service locations, we provide and support: 14
Page 15
•Recent book-to-bill ratios support significant revenue growth: 1.2x in 2021, 1.2x in 2022,1.1x in 2023 and 1.0x for 2024.•Major project bidding and quoting activity remains strong; backlog totaled $357 million asof March 31, 2025. Segment bookings totaled $136 million during 1Q2025, up 20%sequentially, yielding a book-to-bill ratio of 1.5x for the quarter.Offshore Manufactured Products Project BacklogEnables Extended Revenue Visibility 15 ($ in Millions)
Page 16
Approximately 90% of 1Q2025 segment revenues derived from major offshore and internationalprojects.Backlog totaled $357 million on March 31, 2025, its highest level since September 2015.oApproximately 70% of backlog turns into revenues in the forward twelve months.oBacklog turns are augmented by ongoing service work and shorter-duration product deliveries.Growing Offshore and International OpportunitiesRevenue (U.S. dollars in millions)16
Page 17
Completion and Production Services OfferingsCompletionsFrac/ Pressure Pumping SupportCompletionsWireline/ Coiled Tubing SupportCompletionsExtended Reach TechnologyProductionProduction Services17
Page 18
StrategyDeploy proprietary, technology-driven, HPHT equipment which is well suited for increasingly complex completion requirements.Leading market position in U.S. oil and gas shale plays and the Gulf of America.Maintain an active R&D effort.Active Seat Valve technology and launch of ActiveHub digital platform to protect and grow market share.Network of 11 service locations and serving our customers in the United States, including the Gulf of America, and international markets.Technology-backed Equipment and ServicesAutomation: ActiveHub digital platform for remote monitoring and control of assets.Downhole proprietary extended reach technology (Tempress HydroPull tool).Frac stacks, zipper manifolds and zipper bridge systems.Wellhead isolation equipment and services which are integral to stage frac operations.Wireline, coiled tubing and gravel pack support equipment and personnel. Completion and Production Services 18
Page 19
Downhole Technologies’ Product Offerings Unconventional Completion SolutionsEngineered Perforation SolutionsPioneered advancements in perforation technology using patented and proprietary systems combined with advanced modeling and analysis tools 19 Completion ProductsProprietary frac plugs, toe valves and other completion productsIntervention / P&ABroad range of consumable products used in completion, intervention and decommissioning applications GEODynamics®integrated plug and perforating system provides operators with a turnkey solution for setting frac plugs and firing the perforating system in a single run downhole, saving customers time and money.
Page 20
Downhole Technologies OverviewResearcher, developer and manufacturer of consumable engineered products primarily used in completion applications.Provider of proprietary consumable completion products:oSupplies products with relatively high barriers to entry due to strict regulatory compliance and IP backed technology.Strong engineering culture supported by an R&D facility and in-house manufacturing:oDirect technical relationships with strong customer base.Offers robust growth pipeline of technologies with opportunities to expand domestically and internationally.20GEODynamics®perforating charges achieve optimal performance to maximize production
Page 21
oilstatesintl.com Technology AdvantagesContinuing to invest in market-leading technologies to support organic growth and differentiation.
Page 22
High-Pressure Riser Systems for Jackups Specifically engineered for high-pressure environments; offers operators greater capability, safety, and speed.Built-in automation capabilities and optional managed-pressure drilling (MPD) or hands-free add-on systems.Fast make up speeds with a LynxLok Connector that enables 15-minute make up speeds, enhances safety, and reduces risks on-site by limiting or removing the amount of time personnel spend in the danger zone.Managed Pressure Drilling Integration Joint for MPD SystemsThe Integrated Joint resides below the rig floor in the moon pool of the drillship or semi-sub within the riser string/BOP on the seafloor providing primary pressure control.Lighter, more compact, and easier to handle, run, and maintain than competing technology.Unique retrievable stripper sealing system that can be retrieved to the surface through the telescopic joint without the need to pull the full integration joint, offering significant time and cost savings.‘Hands Free Pull in Bridle’ is a simplified and effective solution for remote make-up of the flow lines without the need for complex structures in the moon pool.System was successfully deployed offshore in Australia. New Technology: Safely Managing Pressure in Complex Drilling Environments *1*222 Shown above: Oil States Managed Pressure Drilling (MPD) Integrated Riser Joint First Offshore Field Deployment
Page 23
Managed Pressure Drilling Growth OpportunitiesOil States announced a non-exclusive collaborative relationship with Seadrill, a major global offshore drilling contractor, aimed at increasing the safety and efficiency of offshore MPD operations.Seadrill recently integrated the Oil States Integrated Riser Joint (IRJ) onto the West Polaris rig which will operate in Brazil.In addition, Oil States announced a global non-exclusive collaborative agreement with Halliburton for the pairing of our MPD technology with their global MPD services capabilities.Additional opportunities across the drilling market are expected to generate $35-40 million in revenues annually. New Technology: Oil States is Changing the Game in MPD *1*223Shown above: Oil States Managed Pressure Drilling (MPD) Integrated Riser Joint Aboard the West Polaris Deepwater Rig
Page 24
Oil States, through our OSI Minerals business, has supplied complete deepsea minerals riser packages which provide a conduit for deepsea minerals being transported from the sea floor to surface. These systems are used to collect and vertically transport deepsea polymetallic nodules (‘black rocks’), high in concentration of minerals used for EV battery manufacturing and other renewables applications, which sit 12,000-20,000ft (~3-4 miles) below the surface of the water on the sea floor.Three systems have now successfully been deployed, further solidifying Oil States leading track record in this emerging industry. New Technology: Deepsea Mineral Gathering SystemsA Leading Track Record in an Emerging New Market 24 RECENT AWARDS INCLUDE:•Cosmos Shoji Co Ltd, Japan award to supply a pilot Deepsea Minerals Riser System, plus an additional order for a commercial scale Riser System.•Allseas Deepsea Minerals Riser System award for an ultradeep system for use by The Metals Company capable of reaching 6,000 meters (~20,000 feet; ~4 miles) water depth.•Allseas Global Riser Analysis and design study.•Front-end engineering and design (FEED) study for Green Minerals AS (Norway) to include a turnkey Harsh Environment Mineral Gathering System for long-term use in Norwegian waters.
Page 25
Leveraging Core Technology into Traditional and Alternative Energy, Extending the Revenue RunwayOil States is applying over 80 years of experience and expertise in core technologies supporting oil and gas developments to grow our position in traditional markets while also creating pathways for future revenues.We leverage core technologies to enable the development of new lower-carbon alternative energy sources and to support customers’ decarbonization initiatives.Since 2009, Oil States has carried out over 50 renewables projects globally.Our subsea pipeline, casing/conductor connectors, and other oil and gas technologies are opening new opportunities in new markets for carbon capture and storage (CCS) and geothermal wells. 25
Page 26
Patent Pending FTLP Floating Wind Platform (OSI Renewables )First renewable technology offering mid-water offshore wind operators a highly-stable, floating-platform structure with substantially reduced cost and streamlined installation capability.The FTLP Platform is expected to reduce carbon emissions compared to a semi-submersible designed hull, while reducing the seabed environmental impact by utilizing fewer and smaller anchors.The system has obtained DNV design certification and is ready for larger scale field trial.High entry costs create barriers to entry, positioning Oil States as a potential future leader in this space. New Technology- FTLP A Stable and Cost-Effective Solution for Mid-Water Depth Floating Wind 26 Shown above: OSI Renewables FTLP model wave tank testing
Page 27
New Technology: ActiveHub Digital Platform with Active Seat Valves Increasing Market Penetration 27 The ActiveHub platform is a digital ecosystem of technologies including ACTIVELatch , ACTIVEClose , and ACTIVESense which provide remote monitoring and control of assets across the well site.The system is Wi-Fi or 4G enabled and effectively removes personnel from the ‘red zone’ areas of higher risk, improving safety of operations.Reduced downtime associated with manual operation of valves increases the efficiency and number of stages that can be completed.Active Seat Valve fleet expansion is continuing both with new build valves and conversion of existing assets.Proprietary valve technology has provided new opportunities with existing and new customers.The operational benefits of the valve are translating into customer savings on repairs and maintenance.
Page 28
GEODynamics recently launched an expanded perforating system portfolio including:oEPIC Precision (fully integrated) and EPIC Flex (open architecture) perforating systems to better address and support the needs of our customers. Additionally, a robust self-orienting perforating system has been launched.oIn addition, GEODynamics has launched new addressable switch technology called Slim U, which should further increase reliability of perforating operations.oOur management and engineering teams have driven recent R&D investments, new technology roll-outs, and an increased focus on supporting wireline service providers and E&P operators.oThese investments, management focus, and lean manufacturing approaches coupled with topline revenue growth are expected to drive potential capture of additional market share and generate improved EBITDA performance.oInternational growth objectives expected to leverage cost structure and enhance margins. Starting to See the Effects of Strategic R&D Effortsin Downhole Technologies Unfolding 28 Expanded portfolio of gun systems now addresses a broader range of wells and applications Shown above: GEODynamics®EPIC Precision and EPIC Flex
Page 29
2025 OTC Spotlight on New Technology Winner oTowerLok Wind Tower ConnectorTechnology and Industry Multi Award WinnerOil States continues to be recognized for industry-leading technology, now with 8 OTC Spotlight on New Technology awards within the last 5 years: TowerLok significantly reduces the number of studs and nuts required for wind tower connection make-up, allows for remote assembly of tower sections and significantly reduces installation time and costs while also improving safety.The Oil States team receives the Spotlight Award for TowerLok Wind Tower Connector29
Page 30
oilstatesintl.com Robust Cash Flow Yields, Robust ReturnsStrong cash flows with R&D investments and share repurchases offer peer-group leading free cash flow yield and potential returns.
Page 31
Oil States - Growth Profile 31 Over the last two years Oil States has demonstrated strong financial results while investing in R&D, repurchasing shares, and paying off debt.$573 $738 $782 $693 $0$200$400$600$800$1,000Revenues2021202220232024$251 $300 $327 $311 $0$100$200$300$400Year-End Backlog2021202220232024USD in millions$38 $74 $88 $77 $0$20$40$60$80$100Adjusted EBITDA2021202220232024USD in millions2021-2024 Growth Highlights:Improved Adjusted EBITDA margin +450 basis points.Maintained a book-to-bill ratio at or above 1.0x for the last four years.Significantly increased Free Cash Flow.Made strategic R&D and technology investments to create further sustainable advantages.Reduced Net Debt / LTM EBITDA ratio from 3.3x to 0.8x.Free Cash Flow Yield >15% (based on consensus-projected 2025 Free Cash Flow as a percentage of current market capitalization). (1)$1 $18 $31 $49 $0$20$40$60Free Cash Flow2021202220232024USD in millionsNote: See Appendix for non-GAAP Adjusted EBITDA reconciliations. Free Cash Flow defined as cash flow from operations less, capital expenditures plus proceeds from sales of property, plant and equipment. See Appendix for non-GAAP Free Cash Flow Summary and Ratio of Net Debt to Adjusted EBITDA. USD in millions “(1) Market capitalization and consensus estimates per Bloomberg as of 6/16/2025.
Page 32
»Positive EPS with positive free cash flow in 1Q25 ($9 million1).»No significant debt maturities until April 2026. Net debt of $59 million at March 31,2025.» Asset-light” business requires relatively low levels of capex to support growth, someR&D to secure future revenues.» Remaining share repurchase authorization of $36 million expires October 2026.Repurchased $5 million of stock in 1Q25 (1 million shares). Capital Allocation/Free Cash Flow and Returns Potential Are Primary Focus 8%TOTAL NET DEBT/ CAPITALIZATION(2) 1Q25 FINANCIAL METRICSas of March 31, 2025 STRONG FINANCIAL POSITION! $129 MILLIONTOTAL LIQUIDITY$67 MILLIONCASH POSITION Notes: (1) Includes proceeds from asset sales in 1Q2025. (2) Net Total Debt / Total Capitalization is calculated net of cash. ORGANIC GROWTH/R&D 32
Page 33
Oil States Investment SummaryOffshore and International Exposure, Onshore, New Energies UpsideProvides Exposure to Expanded Global Opportunity SetTechnology AdvantagesStrategic Investments in R&DProtect and Create Sustainable Market ShareStrong Macro OutlookPotential for Multi-Year UpcycleGrowing ProfitabilityImproving Margin Performance,Reducing Costs and Capital IntensityExtended Revenue VisibilityGrowing Backlog and Technology Investments Leading to Revenue GrowthRobust Cash Flow Yields, Robust ReturnsSignificant Free Cash Flow Leading to Growing Stockholder Returns = VALUE OPPORTUNITY33
Page 34
oilstatesintl.com AppendixESGFinancial Summary / Non-GAAP Reconciliation
Page 35
Our Board of Directors and executive management team embrace their leadership responsibility and strive to exemplify the Company’s values thereby instilling them in our workforce.Our operations are global and therefore demand a diverse workforce, which we believe provides us with a competitive advantage and allows us to better understand and communicate with our diverse set of constituents. Our strong focus on innovation necessitates an equally strong focus on technical skills and associated training programs, which we believe creates high performing teams that can arrive at better solutions to problems while advancing our employees’ potential.Employee training, career development and retention practices are key to the Company’s success.The Company’s commitment to environmental matters is an integral part of our culture and business practices. It is our policy to promote the integrity and improvement of our processes and facilities so that they can be as protective of the environment as possible. We strive to maintain compliance with all environmental regulations, prevent unpermitted releases to the atmosphere, land and water to minimize impact to the environment wherever practicable through process improvements via available and emerging technologies.We actively evaluate our operations looking for ways to continuously improve our practices employed to reduce Company and customer environmental impacts. Oil States has corporate governance policies and guidelines that the Board of Directors believes are consistent with Oil States’values, and that are designed to promote the effective functioning of the Board, its committees and the Company.Our Board has three standing committees, Audit, Compensation, and Nominating, Governance and Sustainability, with each comprised solely of independent directors.oThe Nominating, Governance and Sustainability Committee oversees sustainability on an ongoing basis and reviews environmental, health, safety and social matters on behalf of the Board of Directors who is updated regularly.Management’s commitment, ethics training, and internal and third-party audits are an integral part of our comprehensive ethics program. All employees are required to complete annual ethics training. In addition, we provide ongoing presentations targeting key topics such as anti-bribery and anti-corruption to our employees.All directors, officers and employees of the Company are expected to act ethically at all times and in accordance with the Company’s ethics policy entitled “Corporate Code of Business Conduct and Ethics”. ESG Policies and PrioritiesEnvironmentalSocialGovernance35Oil States 2024 Sustainability Report: www.ir.oilstatesintl.com
Page 36
Summary Financial Position (1)The outstanding principal of the 2026 Convertible Senior Notes was $123.5 million. Amount shown net of unamortized debt issuance costs.(2)Net debt defined as total debt less cash.(3)Total availability under the asset-based credit facility as of March 31, 2025.36 (USD in millions, except percentages)Cash 67$ Net Working Capital (excludes cash, current operating 286lease liabilities and current portion of long-term debt)Current Portion of Long-Term Debt 1$ ABL Revolving Credit Facility (Matures February 2028) 0Convertible Senior Notes (Due April 2026) (1)123Other Debt 2Total Debt 125Stockholders' Equity 683Total Capitalization 809$ Total Net Debt / Total Capitalization (2)7.9%Credit Facility Availability (3)62$ Cash 67 Total Liquidity 129$ 3/31/2025 (unaudited)
Page 37
Non-GAAP Adjusted EBITDA Reconciliation Note: Subtotals and totals may not foot due to rounding. See definition of Adjusted EBITDA on page 39.37 (USD in millions)FYE December 31, Three Months2020 2021 2022 2023 2024 March 31 2025Offshore Manufactured ProductsOperating Income (Loss) (76)$ 10$ 36$ 56$ 65$ 14$ Other Income 1 1 1 0 0 0 Depreciation and Amortization Expense 22 20 18 16 15 4 Impairment of Goodwill 85 - - - - - Impairment of Inventory 16 - - - - - Facility Consolidation/Closure and Other Charges 1 1 - 2 3 - Adjusted Segment EBITDA 48$ 32$ 54$ 75$ 84$ 18$ Completion and Production ServicesOperating Income (Loss) (193)$ (35)$ 5$ 14$ (23)$ 4$ Other Income (Expenses) 3 6 3 0 1 0 Depreciation and Amortization Expense 53 40 29 25 22 4 Impairment of Goodwill 127 - - - - - Impairment of Intangible Assets - - - - 11 - Impairments of Fixed and Lease Assets 9 4 - - 3 - Impairment of Inventory 9 1 - - - - Facility Consolidation/Closure and Other Charges 4 4 - 1 10 1 Adjusted Segment EBITDA 12$ 22$ 37$ 40$ 24$ 9$ Downhole TechnologiesOperating Income (Loss) (229)$ (8)$ 3$ (6)$ (21)$ (2)$ Other Income (Expense) (0) (0) (0) - - - Depreciation and Amortization Expense 23 20 20 18 17 4 Impairments of Goodwill 194 - - - 10 - Impairments of Fixed and Lease Assets 4 - - - 0 - Impairment of Inventory 6 2 - - - - Facility Consolidation/Closure and Other Charges 2 1 - - 0 - Adjusted Segment EBITDA (0)$ 15$ 23$ 13$ 7$ 2$ CorporateOperating Loss (36)$ (32)$ (41)$ (41)$ (23)$ (10)$ Other Income (Expense) 11 (5) (0) - 1 0 Depreciation and Amortization Expense 1 1 1 1 1 - Release of foreign currency translation adjustments on liquidation of an international operation - 9 - - - - Settlement of disputes with seller of GEODynamics, Inc. - - 1 - - - Gains on Extinguishment of Debt (11) (4) (0) - (1) - Facility Consolidation and Other Charges 1 2 - - (15) - Adjusted Corporate EBITDA (34)$ (30)$ (40)$ (40)$ (38)$ (10)$ Oil States International, Inc.Net Income (Loss) (468)$ (64)$ (10)$ 13$ (11)$ 3$ Income Tax Provision (Benefit) (66) (9) 5 3 3 1 Net Interest Expense 14 10 10 8 8 2 Depreciation and Amortization Expense 99 81 67 61 55 12 Impairments of Goodwill 406 - - - 10 - Impairment of Intangible Assets - - - - 11 - Release of foreign currency translation adjustments on liquidation of an international operation- 9 - - - - Impairments of Fixed and Lease Assets 12 4 - - 4 - Impairments of Inventory 31 4 - - - - Settlement of disputes with seller of GEODynamics, Inc. - - 1 - - - Gains on Extinguishment of Debt (11) (4) (0) - (1) - Facility Consolidation and Other Charges 9 7 - 3 (2) 1 Adjusted Consolidated EBITDA 26$ 38$ 74$ 88$ 77$ 19$
Page 38
Non-GAAP Free Cash Flow Summary and Ratio of Net Debt to Adjusted EBITDA Notes: Subtotals and totals may not foot due to rounding. The Company has included Net Debt and the ratio of Net Debt to Adjusted EBITDA as a supplemental disclosure because its management believes that this data provides useful information regarding the level of the Company’s indebtedness and its ability to service debt. Net Debt and the ratio of Net Debt to Adjusted EBITDA are not financial measures under GAAP and should not be considered in isolation from or as a substitute for total debt, net loss or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity.38 (USD in millions)For the Years Ended December 31, Three Months2021 2022 2023 2024 Mar 30, 2025Net Cash Flows Provided by Operating Activities 7$ 33$ 57$ 46$ 9$ Capital Expenditures (18) (20) (31) (38) (9) Proceeds from Disposition of Property, Plant and Equipment 12 6 5 41 9 Free Cash Flow 1$ 18$ 31$ 49$ 9$ Total Debt 179$ 153$ 136$ 125$ Less: Cash and cash equivalents (53) (42) (47) (65) Net Debt 126$ 111$ 89$ 59$ Adjusted EBITDA 38$ 74$ 88$ 77$ Ratio of Net Debt to Adjusted EBITDA 3.3x 1.5x 1.0x 0.8x
Page 39
Non-GAAP Measures: Adjusted EBITDA Reconciliation 39 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 the sale of a previously idled property and extinguishment of 1.50% convertible senior notes (the “2023 Notes”)and 4.75% convertible senior notes (the “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.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 the sale of a previously idled property and extinguishment of the 2023 Notes and the 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.