Drilling Tools International Corp. Closes on Acquisition of Superior Drilling Products, Inc.; Company Reports 2024 Second Quarter Results
Updates 2024 Guidance and Maintains Adjusted Free Cash Flow Outlook
Prejean added, "We expect to benefit from significant synergies over the next twelve months from this acquisition and have identified more than
2024 Second Quarter Results
Total revenue was
"Turning to our 2024 second quarter operational results, the
Updated 2024 Full Year Outlook
Revenue |
|
- |
|
Adjusted Net Income(1) |
|
- |
|
Adjusted EBITDA(1) |
|
- |
|
Adjusted EBITDA Margin(1) |
26 % |
- |
28 % |
Adjusted Free Cash Flow(1)(2) |
|
- |
|
______________________ |
|
(1) |
Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Free Cash Flow are non-GAAP financial measures. See "Non-GAAP Financial Measures" at the end of this release for a discussion of reconciliations to the most directly comparable financial measures calculated and presented in accordance with |
(2) |
Adjusted Free Cash Flow defined as Adjusted EBITDA less Gross Capital Expenditures. |
Conference Call Information
DTI will hold a conference call today to discuss the SDP acquisition and second quarter results, which can be accessed live via dial-in or webcast on
About
DTI is a
Contact:
DTI Investor Relations
InvestorRelations@drillingtools.com
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact included in this press release are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, statements regarding DTI and its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward looking statements in this press release may include, for example, statements about: (1) the demand for DTI's products and services, which is influenced by the general level activity in the oil and gas industry; (2) DTI's ability to retain its customers, particularly those that contribute to a large portion of its revenue; (3) DTI's ability to employ and retain a sufficient number of skilled and qualified workers, including its key personnel; (4) DTI's ability to source tools and raw materials at a reasonable cost; (5) DTI's ability to market its services in a competitive industry; (6) DTI's ability to execute, integrate and realize the benefits of acquisitions, and manage the resulting growth of its business; (7) potential liability for claims arising from damage or harm caused by the operation of DTI's tools, or otherwise arising from the dangerous activities that are inherent in the oil and gas industry; (8) DTI's ability to obtain additional capital; (9) potential political, regulatory, economic and social disruptions in the countries in which DTI conducts business, including changes in tax laws or tax rates; (10) DTI's dependence on its information technology systems, in particular Customer Order Management Portal and Support System, for the efficient operation of DTI's business; (11) DTI's ability to comply with applicable laws, regulations and rules, including those related to the environment, greenhouse gases and climate change; (12) DTI's ability to maintain an effective system of disclosure controls and internal control over financial reporting; (13) the potential for volatility in the market price of DTI's common stock; (14) the impact of increased legal, accounting, administrative and other costs incurred as a public company, including the impact of possible shareholder litigation; (15) the potential for issuance of additional shares of DTI's common stock or other equity securities; (16) DTI's ability to maintain the listing of its common stock on Nasdaq; (17) the ability of DTI to realize the benefits of the acquisition of SDPI; and (18) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by DTI with the
|
||||||||
Consolidated Statement of Operations and Comprehensive Income |
||||||||
(In thousands of |
||||||||
(Unaudited) |
||||||||
Three Months Ended |
Six Months Ended |
|||||||
2024 |
2023 |
2024 |
2023 |
|||||
Revenue, net: |
||||||||
Tool rental |
$ 28,328 |
$ 29,002 |
$ 58,294 |
$ 61,278 |
||||
Product sale |
9,205 |
8,906 |
16,213 |
17,429 |
||||
Total revenue, net |
37,533 |
37,908 |
74,507 |
78,707 |
||||
Operating costs and expenses: |
||||||||
Cost of tool rental revenue |
7,454 |
7,692 |
14,455 |
15,829 |
||||
Cost of product sale revenue |
2,544 |
1,157 |
4,080 |
2,460 |
||||
Selling, general, and administrative expense |
19,619 |
17,718 |
37,560 |
34,447 |
||||
Depreciation and amortization expense |
5,681 |
4,717 |
11,047 |
9,732 |
||||
Total operating costs and expenses |
35,298 |
31,284 |
67,142 |
62,468 |
||||
Income (loss) from operations |
2,235 |
6,624 |
7,365 |
16,239 |
||||
Other expense, net: |
||||||||
Interest expense, net |
(811) |
(348) |
(992) |
(922) |
||||
Gain (loss) on sale of property |
51 |
(1) |
42 |
68 |
||||
Unrealized gain on equity securities |
480 |
420 |
729 |
387 |
||||
Other income (expense), net |
(1,672) |
(4,382) |
(2,798) |
(6,035) |
||||
Total other expense, net |
(1,952) |
(4,311) |
(3,019) |
(6,502) |
||||
Income before income tax expense |
283 |
2,313 |
4,346 |
9,737 |
||||
Income tax (expense)/benefit |
82 |
(1,376) |
(854) |
(3,099) |
||||
Net income |
$ 365 |
$ 937 |
$ 3,492 |
$ 6,638 |
||||
Accumulated dividends on redeemable convertible preferred stock |
ā |
ā |
ā |
314 |
||||
Net income available to common shareholders |
$ 365 |
$ 937 |
$ 3,492 |
$ 6,324 |
||||
Basic earnings per share |
$ 0.01 |
$ 0.07 |
$ 0.12 |
$ 0.49 |
||||
Diluted earnings per share |
$ 0.01 |
$ 0.05 |
$ 0.12 |
$ 0.33 |
||||
Basic weighted-average common shares outstanding* |
29,816,202 |
13,910,670 |
29,792,385 |
12,936,310 |
||||
Diluted weighted-average common shares outstanding* |
30,873,436 |
20,746,976 |
30,321,002 |
20,217,648 |
||||
Comprehensive income: |
||||||||
Net income |
$ 365 |
$ 937 |
$ 3,492 |
$ 6,638 |
||||
Foreign currency translation adjustment, net of tax |
102 |
(207) |
(408) |
(207) |
||||
Net comprehensive income |
$ 467 |
$ 730 |
$ 3,084 |
$ 6,431 |
||||
* Shares of legacy redeemable convertible preferred stock and legacy common stock have been retroactively restated to give effect to the Merger. |
|
||||
Consolidated Balance Sheets |
||||
(In thousands of |
||||
(Unaudited) |
||||
|
|
|||
2024 |
2023 |
|||
ASSETS |
||||
Current assets |
||||
Cash |
$ 6,784 |
$ 6,003 |
||
Accounts receivable, net |
35,122 |
29,929 |
||
Inventories, net |
14,609 |
5,034 |
||
Prepaid expenses and other current assets |
2,702 |
4,553 |
||
Investments - equity securities, at fair value |
1,617 |
888 |
||
Total current assets |
60,834 |
46,408 |
||
Property, plant and equipment, net |
71,223 |
65,800 |
||
Operating lease right-of-use asset |
21,827 |
18,786 |
||
|
7,962 |
ā |
||
Intangible assets, net |
3,076 |
216 |
||
Deferred financing costs, net |
991 |
409 |
||
Deposits and other long-term assets |
961 |
879 |
||
Total assets |
$ 166,874 |
$ 132,498 |
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||
Current liabilities |
||||
Accounts payable |
$ 14,014 |
$ 7,751 |
||
Accrued expenses and other current liabilities |
7,719 |
10,579 |
||
Current portion of operating lease liabilities |
4,133 |
3,958 |
||
Current maturities of long-term debt |
5,000 |
ā |
||
Total current liabilities |
30,866 |
22,288 |
||
Operating lease liabilities, less current portion |
17,814 |
14,893 |
||
Long-term debt |
19,167 |
ā |
||
Deferred tax liabilities, net |
6,227 |
6,627 |
||
Total liabilities |
74,074 |
43,808 |
||
Commitments and contingencies |
||||
Shareholders' equity |
||||
Common stock, |
3 |
3 |
||
Additional paid-in-capital |
96,536 |
95,218 |
||
Accumulated deficit |
(3,105) |
(6,306) |
||
Accumulated other comprehensive loss |
(634) |
(225) |
||
Total shareholders' equity |
92,800 |
88,690 |
||
Total liabilities and shareholders' equity |
$ 166,874 |
$ 132,498 |
|
||||
Consolidated Statement of Cash Flows |
||||
(In thousands of |
||||
(Unaudited) |
||||
Six Months Ended |
||||
2024 |
2023 |
|||
Cash flows from operating activities: |
||||
Net income |
$ 3,492 |
$ 6,638 |
||
Adjustments to reconcile net income to net cash from operating activities: |
||||
Depreciation and amortization |
11,047 |
9,732 |
||
Amortization of deferred financing costs |
139 |
37 |
||
Non-cash lease expense |
2,315 |
2,275 |
||
Provision for excess and obsolete inventory |
ā |
19 |
||
Provision for excess and obsolete property and equipment |
179 |
238 |
||
Provision for credit losses |
(16) |
418 |
||
Deferred tax expense |
(400) |
2,008 |
||
Gain on sale of property |
(51) |
(68) |
||
Loss on asset disposal |
9 |
ā |
||
Unrealized loss on interest rate swap |
ā |
91 |
||
Unrealized gain on equity securities |
(729) |
(387) |
||
Gross profit from sale of lost-in-hole equipment |
(4,987) |
(9,146) |
||
Stock-based compensation expense |
1,064 |
3,986 |
||
Changes in operating assets and liabilities: |
||||
Accounts receivable, net |
(1,449) |
(1,777) |
||
Prepaid expenses and other current assets |
1,958 |
(1,531) |
||
Inventories, net |
(49) |
1,409 |
||
Operating lease liabilities |
(2,226) |
(2,179) |
||
Accounts payable |
(2,158) |
1,982 |
||
Accrued expenses and other current liabilities |
(3,745) |
316 |
||
Net cash flows from operating activities |
4,391 |
14,061 |
||
Cash flows from investing activities: |
||||
Acquisition of a business, net of cash aquired |
(18,261) |
ā |
||
Proceeds from sale of property and equipment |
59 |
126 |
||
Purchase of property, plant and equipment |
(16,312) |
(24,617) |
||
Proceeds from sale of lost-in-hole equipment |
7,786 |
11,103 |
||
Net cash from investing activities |
(26,728) |
(13,388) |
||
Cash flows from financing activities: |
||||
Proceeds from Merger and PIPE Financing, net of transaction costs |
ā |
23,162 |
||
Payment of deferred financing costs |
(672) |
(281) |
||
Proceeds from revolving line of credit |
1,469 |
71,646 |
||
Payments on revolving line of credit |
(1,469) |
(89,995) |
||
Proceeds from Term Loan |
25,000 |
ā |
||
Repayment of Term Loan |
(833) |
ā |
||
Payments to holders of DTIH redeemable convertible preferred stock in connection with retiring |
ā |
(194) |
||
Net cash from financing activities |
23,495 |
4,338 |
||
Effect of Changes in Foreign Exchange Rate |
(377) |
(207) |
||
Net Change in Cash |
781 |
4,804 |
||
Cash at Beginning of Period |
6,003 |
2,352 |
||
Cash at End of Period |
$ 6,784 |
$ 7,156 |
||
Supplemental cash flow information: |
||||
Cash paid for interest |
$ 660 |
$ 851 |
||
Cash paid for income taxes |
$ 256 |
$ 2,139 |
||
Non-cash investing and financing activities: |
||||
Fair value of CTG liabilities assumed in CTG Acquisition |
$ 3,162 |
$ ā |
||
ROU assets obtained in exchange for operating lease liabilities |
$ 5,054 |
$ 2,635 |
||
Net exercise of stock options |
$ 255 |
$ ā |
||
Shares withheld from exercise of stock options for payment of taxes |
$ 35 |
$ ā |
||
Purchases of inventory included in accounts payable and accrued expenses and other current |
$ 5,082 |
$ 4,076 |
||
Purchases of property and equipment included in accounts payable and accrued expenses and other |
$ 1,402 |
$ 7,640 |
||
Deferred financing fees included in accounts payable |
$ 49 |
$ 2 |
||
Non-cash directors and officers insurance |
$ ā |
$ 1,472 |
||
Non-cash Merger financing |
$ ā |
$ 2,000 |
||
Exchange of DTIH redeemable convertible preferred stock for DTIC Common Stock in connection |
$ ā |
$ 7,193 |
||
Issuance of DTIC Common Stock to former holders of DTIH redeemable convertible preferred |
$ ā |
$ 10,805 |
||
Accretion of redeemable convertible preferred stock to redemption value |
$ ā |
$ 314 |
Non-GAAP Financial Measures
This release includes Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Net Income measures. Each of the metrics are "non-GAAP financial measures" as defined in Regulation G of the Securities Exchange Act of 1934.
Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Adjusted EBITDA is not a measure of net earnings or cash flows as determined by GAAP. We define Adjusted EBITDA as net earnings (loss) before interest, taxes, depreciation and amortization, further adjusted for (i) goodwill and/or long-lived asset impairment charges, (ii) stock-based compensation expense, (iii) restructuring charges, (iv) transaction and integration costs related to acquisitions and (v) other expenses or charges to exclude certain items that we believe are not reflective of ongoing performance of our business.
We believe Adjusted EBITDA is useful because it allows us to supplement the GAAP measures in order to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP, or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Adjusted Free Cash Flow is a supplemental non-GAAP financial measure, and we define Adjusted Free Cash Flow as Adjusted EBITDA less Gross Capital Expenditures. We use Adjusted Free Cash Flow as a financial performance measure used for planning, forecasting, and evaluating our performance. We believe that Adjusted Free Cash Flow is useful to enable investors and others to perform comparisons of current and historical performance of the Company. As a performance measure, rather than a liquidity measure, the most closely comparable GAAP measure is net income (loss).
We define Adjusted Net Income (Loss) as consolidated net income (loss) adjusted for (i) goodwill and/or long-lived asset impairment charges, (ii) restructuring charges, (iii) transaction and integration costs related to acquisitions and (iv) other expenses or charges to exclude certain items that we believe are not reflective of the ongoing performance of our business. We believe Adjusted Net Income (Loss) is useful because it allows us to exclude non-recurring items in evaluating our operating performance.
We define Adjusted Diluted Earnings (Loss) per share as the quotient of adjusted net income (loss) and diluted weighted average common shares. We believe that Adjusted Diluted Earnings (Loss) per share provides useful information to investors because it allows us to exclude non-recurring items in evaluating our operating performance on a diluted per share basis.
The following tables present a reconciliation of the non-GAAP financial measures of Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Net Income to the most directly comparable GAAP financial measures for the periods indicated:
|
||||
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) |
||||
(In thousands of |
||||
Three Months Ended |
||||
2024 |
2023 |
|||
Net income (loss) |
$ 365 |
$ 937 |
||
Add (deduct): |
||||
Income tax (expense)/benefit |
(82) |
1,376 |
||
Depreciation and amortization |
5,681 |
4,717 |
||
Interest expense, net |
811 |
348 |
||
Stock option expense |
855 |
1,661 |
||
Management fees |
187 |
262 |
||
Loss (gain) on sale of property |
(51) |
1 |
||
Unrealized (gain) loss on equity securities |
(480) |
(420) |
||
Transaction expense |
2,020 |
4,142 |
||
Other expense, net |
(340) |
241 |
||
Adjusted EBITDA |
$ 8,965 |
$ 13,265 |
||
Six Months Ended |
||||
2024 |
2023 |
|||
Net income (loss) |
$ 3,492 |
$ 6,638 |
||
Add (deduct): |
||||
Income tax (expense)/benefit |
854 |
3,099 |
||
Depreciation and amortization |
11,047 |
9,732 |
||
Interest expense, net |
992 |
922 |
||
Stock option expense |
1,064 |
1,661 |
||
Management fees |
375 |
478 |
||
Loss (gain) on sale of property |
(42) |
(68) |
||
Unrealized (gain) loss on equity securities |
(729) |
(387) |
||
Transaction expense |
2,909 |
5,838 |
||
Other expense, net |
(104) |
197 |
||
Adjusted EBITDA |
$ 19,858 |
$ 28,110 |
||
|
||||
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) |
||||
(In thousands of |
||||
Three Months Ended |
||||
2024 |
2023 |
|||
Net income (loss) |
$ 365 |
$ 937 |
||
Add (deduct): |
||||
Income tax (expense)/benefit |
(82) |
1,376 |
||
Depreciation and amortization |
5,681 |
4,717 |
||
Interest expense, net |
811 |
348 |
||
Stock option expense |
855 |
1,661 |
||
Management fees |
187 |
262 |
||
Loss (gain) on sale of property |
(51) |
1 |
||
Unrealized (gain) loss on equity securities |
(480) |
(420) |
||
Transaction expense |
2,020 |
4,142 |
||
Other expense, net |
(340) |
241 |
||
Gross capital expenditures |
(10,084) |
(17,550) |
||
Adjusted Free Cash Flow |
$ (1,119) |
$ (4,285) |
||
Six Months Ended |
||||
2024 |
2023 |
|||
Net income (loss) |
$ 3,492 |
$ 6,638 |
||
Add (deduct): |
||||
Income tax (expense)/benefit |
854 |
3,099 |
||
Depreciation and amortization |
11,047 |
9,732 |
||
Interest expense, net |
992 |
922 |
||
Stock option expense |
1,064 |
1,661 |
||
Management fees |
375 |
478 |
||
Loss (gain) on sale of property |
(42) |
(68) |
||
Unrealized (gain) loss on equity securities |
(729) |
(387) |
||
Transaction expense |
2,909 |
5,838 |
||
Other expense, net |
(104) |
197 |
||
Gross capital expenditures |
(16,312) |
(24,617) |
||
Adjusted Free Cash Flow |
$ 3,545 |
$ 3,493 |
||
|
||||
Reconciliation of GAAP to Non-GAAP Measures (Unaudited) |
||||
(In thousands of |
||||
Three Months Ended |
||||
2024 |
2023 |
|||
Net income (loss) |
$ 365 |
$ 937 |
||
Transaction expense |
2,020 |
4,142 |
||
Income tax expense |
(82) |
1,376 |
||
Adjusted Income Before Tax |
$ 2,303 |
$ 6,455 |
||
Adjusted Income tax expense |
(668) |
3,840 |
||
Adjusted Net Income |
$ 2,970 |
$ 2,615 |
||
Accumulated dividends on redeemable convertible preferred stock |
ā |
ā |
||
Adjusted Net income available to common shareholders |
$ 2,970 |
$ 2,615 |
||
Adjusted Basic earnings per share |
0.10 |
0.19 |
||
Adjusted Diluted earnings per share |
0.10 |
0.13 |
||
Basic weighted-average common shares outstanding* |
29,816,202 |
13,910,670 |
||
Basic weighted-average common shares outstanding* |
30,873,436 |
20,746,976 |
||
Six Months Ended |
||||
2024 |
2023 |
|||
Net income (loss) |
$ 3,492 |
$ 6,638 |
||
Transaction expense |
2,909 |
5,838 |
||
Income tax expense |
854 |
3,099 |
||
Adjusted Income Before Tax |
$ 7,255 |
$ 15,575 |
||
Adjusted Income tax expense |
1,426 |
4,957 |
||
Adjusted Net Income |
$ 5,829 |
$ 10,618 |
||
Accumulated dividends on redeemable convertible preferred stock |
ā |
314 |
||
Adjusted Net income available to common shareholders |
$ 5,829 |
$ 10,304 |
||
Adjusted Basic earnings per share |
0.20 |
0.80 |
||
Adjusted Diluted earnings per share |
0.19 |
0.53 |
||
Basic weighted-average common shares outstanding* |
29,792,385 |
12,936,310 |
||
Basic weighted-average common shares outstanding* |
30,321,002 |
20,217,648 |
Reconciliation of Estimated Consolidated Net Income to Adjusted EBITDA (In thousands of (Unaudited) |
|||||
Twelve Months Ended |
|||||
Low |
High |
||||
Net Income |
$ 7,000 |
$ 10,000 |
|||
Add (deduct) |
|||||
Interest expense, net |
2,500 |
2,700 |
|||
Income tax expense |
2,500 |
2,800 |
|||
Depreciation and amortization |
22,500 |
23,500 |
|||
Management fees |
600 |
900 |
|||
Other expense |
(500) |
- |
|||
Stock option expense |
2,400 |
2,600 |
|||
Transaction expense |
4,000 |
4,500 |
|||
Adjusted EBITDA |
$ 41,000 |
$ 47,000 |
|||
Revenue |
155,000 |
170,000 |
|||
Adjusted EBITDA Margin |
26 % |
28 % |
|||
Reconciliation of Estimated Consolidated Net Income to Adjusted Free Cash Flow (In thousands of U.S. dollars and rounded) (Unaudited) |
|||||
Twelve Months Ended |
|||||
Low |
High |
||||
Net Income |
$ 7,000 |
$ 10,000 |
|||
Add (deduct) |
|||||
Interest expense, net |
2,500 |
2,700 |
|||
Income tax expense |
2,500 |
2,800 |
|||
Depreciation and amortization |
22,500 |
23,500 |
|||
Management fees |
600 |
900 |
|||
Other expense |
(500) |
- |
|||
Stock option expense |
2,400 |
2,600 |
|||
Transaction expense |
4,000 |
4,500 |
|||
Gross capital expenditures |
(21,000) |
(22,000) |
|||
Adjusted Free Cash Flow |
$ 20,000 |
$ 25,000 |
|||
|
|||||
Twelve Months Ended |
|||||
Low |
High |
||||
Net income (loss) |
$ 7,000 |
$ 10,000 |
|||
Transaction expense |
$ 4,000 |
$ 4,500 |
|||
Income tax expense |
2,500 |
2,800 |
|||
Adjusted Income Before Tax |
$ 13,500 |
$ 17,300 |
|||
Adjusted Income tax expense |
3,600 |
3,800 |
|||
Adjusted Net Income |
$ 9,900 |
$ 13,500 |
View original content:https://www.prnewswire.com/news-releases/drilling-tools-international-corp-closes-on-acquisition-of-superior-drilling-products-inc-company-reports-2024-second-quarter-results-302214846.html
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