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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): March 13, 2025

DRILLING TOOLS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

001-41103

87-2488708

(State or other
jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

3701 Briarpark Drive, Suite 150

Houston, Texas

77042

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 742-8500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common stock, par value $0.0001 per share

 

DTI

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

1


Item 2.02. Results of Operations and Financial Condition

On March 13, 2025, Drilling Tools International Corporation (the “Company”) issued a press release announcing the Company’s financial and operating results for the fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this report and the exhibits attached hereto shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, not shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

99.1

Press Release, dated March 13, 2025

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 13, 2025

 

DRILLING TOOLS INTERNATIONAL CORPORATION

By:

 

/s/ David R. Johnson

 

 

David R. Johnson

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

3


EX-99.1 2 dti-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img7024108_0.jpg

NEWS RELEASE  

Drilling Tools International Corp. Reports

2024 Year End and Fourth Quarter Results

 

Expects Continued Growth in 2025 Consolidated Revenue, Adjusted EBITDA and Adjusted Free Cash Flow

 

International Revenue Projected to Grow Significantly in 2025

HOUSTON — March 13, 2025 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore and offshore horizontal and directional drilling operations, as well as other cutting-edge solutions across the well life cycle, today reported results for the twelve months and fourth quarter ended December 31, 2024.

For the twelve months of 2024, DTI generated total consolidated revenue of $154.4 million. 2024 Tool Rental revenue was approximately $117.9 million and Product Sales revenue totaled $36.5 million. Total Operating Expenses were $141.0 million and Income from Operations was $13.4 million. Net Income and Adjusted Net Income(1) for 2024 were $3.0 million and $10.1 million, respectively. Diluted EPS and Adjusted Diluted EPS(1) for 2024 were $0.09 and $0.31 per share, respectively. 2024 Adjusted EBITDA(1) was $40.1 million and Adjusted Free Cash Flow(1)(2) was $17.2 million. As of December 31, 2024, DTI had approximately $6.2 million of cash and cash equivalents, and net debt of $47.6 million.

For the fourth quarter of 2024, DTI generated total consolidated revenue of $39.8 million. Fourth quarter Tool Rental revenue was approximately $31.5 million and Product Sales revenue totaled $8.3 million. Total Operating Expenses were $38.0 million and Income from Operations was $1.8 million. Net Loss and Adjusted Net Income(1) for the fourth quarter were ($1.3) million and $0.6 million, respectively. Diluted EPS and Adjusted Diluted EPS(1) for the fourth quarter were ($0.04) and $0.02 per share, respectively. Fourth quarter Adjusted EBITDA(1) was $9.1 million and Adjusted Free Cash Flow(1)(2) was $5.9 million.

Wayne Prejean, Chief Executive Officer of DTI, stated, “I am pleased with the strong execution by our teams in the fourth quarter despite a challenging demand environment. The results of our acquisition growth strategy over the past twelve months have been particularly impressive given these industry headwinds. We are actively vertically integrating around specific products and are positioning ourselves globally for future growth. Although industry forecasts suggest a flat market environment this year, we anticipate building upon our 2024 results and activities and expect to significantly grow our international revenue in 2025.”

Prejean added, “We believe acquiring value enhancing companies like Superior Drilling Products, Deep Casing Tools, European Drilling Projects and Titan Tools Services at attractive multiples, coupled with our differentiated organic growth strategy, positions DTI to successfully participate in the expected industry growth cycle over the next three to five years. We continue to analyze additional promising acquisition targets to gain further scale, talented personnel, innovative technologies and geographic expansion. We believe elevated demand should further strengthen the global need for our leading products, technological solutions and superior services.”

2025 Full Year Outlook

 

Revenue

 

$163 million

 

 

 

 

$183 million

Adjusted EBITDA(1)

 

$40 million

 

 

 

 

$50 million

Adjusted EBITDA Margin(1)

 

25%

 

 

 

 

27%

Adjusted Free Cash Flow(1)(2)

 

$17 million

 

 

 

 

$21 million

 

(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 U.S. generally accepted accounting principles (“GAAP”).
(2)
Adjusted Free Cash Flow defined as Adjusted EBITDA less Gross Capital Expenditures.

 

1


 

2024 Year End and Fourth Quarter Conference Call Information

 

DTI's 2024 year end and fourth quarter conference call can be accessed live via dial-in or webcast on Friday, March 14, 2025 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) by dialing 201-389-0869 and asking for the DTI call at least 10 minutes prior to the start time, or via live webcast by logging onto the webcast at this URL address: https://investors.drillingtools.com/news-events/events. An audio replay will be available through March 21, 2025 by dialing 201-612-7415 and using passcode 13751110#. Also, an archive of the webcast will be available shortly after the call at https://investors.drillingtools.com/news-events/events for 90 days. Please submit any questions for management prior to the call via email to DTI@dennardlascar.com.

About Drilling Tools International Corp.

DTI is a Houston, Texas based leading oilfield services company that manufactures and rents downhole drilling tools used in horizontal and directional drilling of oil and natural gas wells. With roots dating back to 1984, DTI operates from 16 service and support centers across North America and maintains 11 international service and support centers across the EMEA and APAC regions. To learn more about DTI, please visit: www.drillingtools.com.

Contact:

DTI Investor Relations

Ken Dennard / Rick Black

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 regarding the business combination and the financing thereof, and related matters, as well as all other 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; (11) 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; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by DTI with the Securities and Exchange Commission (the “SEC”). You should carefully consider the risks and uncertainties described in the definitive proxy statement/prospectus/consent solicitation statement with the SEC by the Company on July 2, 2024 (the “Proxy Statement”), and the information presented in DTI’s annual report on Form 10-K filed March 28, 2024 (the “10-K”).

2


 

Such forward-looking statements are based on the beliefs of management of DTI, as well as assumptions made by, and information currently available to DTI’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Proxy Statement or the 10-K. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of each of DTI, including those set forth in the Risk Factors section of the Proxy Statement and described in the 10-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

3


 

Drilling Tools International Corp.

Consolidated Statement of Operations and Comprehensive Income (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Revenue, net:

 

 

 

 

 

 

Tool rental

 

$

117,926

 

 

$

119,239

 

Product sale

 

 

36,520

 

 

 

32,795

 

Total revenue, net

 

 

154,446

 

 

 

152,034

 

Operating costs and expenses:

 

 

 

 

 

 

Cost of tool rental revenue

 

 

24,110

 

 

 

28,270

 

Cost of product sale revenue

 

 

14,381

 

 

 

7,249

 

Selling, general, and administrative expense

 

 

78,695

 

 

 

68,264

 

Depreciation and amortization expense

 

 

23,832

 

 

 

20,352

 

Total operating costs and expenses

 

 

141,018

 

 

 

124,135

 

Income from operations

 

 

13,428

 

 

 

27,899

 

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

(3,369

)

 

 

(1,103

)

Gain on sale of property

 

 

60

 

 

 

101

 

Loss on asset disposal

 

 

 

 

 

(489

)

Gain (loss) on remeasurement of previously held equity interest

 

 

368

 

 

 

(255

)

Other income (expense), net

 

 

(7,503

)

 

 

(6,359

)

Total other expense, net

 

 

(10,444

)

 

 

(8,105

)

Income before income tax expense

 

 

2,984

 

 

 

19,794

 

Income tax (expense)/benefit

 

 

30

 

 

 

(5,046

)

Net income

 

$

3,014

 

 

$

14,748

 

Accumulated dividends on redeemable convertible preferred stock

 

 

 

 

 

314

 

Net income available to common shareholders

 

$

3,014

 

 

$

14,434

 

Basic earnings per share

 

$

0.09

 

 

$

0.67

 

Diluted earnings per share

 

$

0.09

 

 

$

0.59

 

Basic weighted-average common shares outstanding

 

 

31,938,847

 

 

 

21,421,610

 

Diluted weighted-average common shares outstanding

 

 

32,308,179

 

 

 

25,131,024

 

Comprehensive income:

 

 

 

 

 

 

Net income

 

$

3,014

 

 

$

14,748

 

Foreign currency translation adjustment, net of tax

 

 

(1,652

)

 

 

(114

)

Net comprehensive income

 

$

1,362

 

 

$

14,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4


 

Drilling Tools International Corp.

Consolidated Statement of Operations and Comprehensive Income (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Revenue, net:

 

 

 

 

 

 

Tool rental

 

$

31,516

 

 

$

28,600

 

Product sale

 

 

8,330

 

 

 

6,589

 

Total revenue, net

 

 

39,846

 

 

 

35,189

 

Operating costs and expenses:

 

 

 

 

 

 

Cost of tool rental revenue

 

 

6,552

 

 

 

6,692

 

Cost of product sale revenue

 

 

3,602

 

 

 

1,387

 

Selling, general, and administrative expense

 

 

21,280

 

 

 

17,265

 

Depreciation and amortization expense

 

 

6,600

 

 

 

5,317

 

Total operating costs and expenses

 

 

38,034

 

 

 

30,661

 

Income from operations

 

 

1,812

 

 

 

4,528

 

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

(1,339

)

 

 

(108

)

Gain on sale of property

 

 

(1

)

 

 

33

 

Loss on asset disposal

 

 

 

 

 

(489

)

Gain (loss) on remeasurement of previously held equity interest

 

 

 

 

 

(107

)

Other income (expense), net

 

 

(2,262

)

 

 

(189

)

Total other expense, net

 

 

(3,602

)

 

 

(860

)

Income before income tax expense

 

 

(1,790

)

 

 

3,668

 

Income tax (expense)/benefit

 

 

445

 

 

 

155

 

Net income

 

$

(1,345

)

 

$

3,823

 

Accumulated dividends on redeemable convertible preferred stock

 

 

 

 

 

 

Net income available to common shareholders

 

$

(1,345

)

 

$

3,823

 

Basic earnings per share

 

$

(0.04

)

 

$

0.13

 

Diluted earnings per share

 

$

(0.04

)

 

$

0.13

 

Basic weighted-average common shares outstanding

 

 

34,704,696

 

 

 

29,768,568

 

Diluted weighted-average common shares outstanding

 

 

34,704,696

 

 

 

29,768,568

 

Comprehensive income:

 

 

 

 

 

 

Net income

 

$

(1,345

)

 

$

3,823

 

Foreign currency translation adjustment, net of tax

 

 

(2,405

)

 

 

3

 

Net comprehensive income

 

$

(3,750

)

 

$

3,826

 

 

5


 

Drilling Tools International Corp.

Consolidated Balance Sheets (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

6,185

 

 

$

6,003

 

Accounts receivable, net

 

 

39,606

 

 

 

29,929

 

Related party note receivable, current

 

 

909

 

 

 

 

Inventories, net

 

 

17,502

 

 

 

5,034

 

Prepaid expenses and other current assets

 

 

3,874

 

 

 

4,553

 

Investments - equity securities, at fair value

 

 

 

 

 

888

 

Total current assets

 

 

68,076

 

 

 

46,408

 

Property, plant and equipment, net

 

 

75,571

 

 

 

65,800

 

Operating lease right-of-use asset

 

 

22,718

 

 

 

18,786

 

Intangible assets, net

 

 

37,232

 

 

 

216

 

Goodwill

 

 

12,147

 

 

 

 

Deferred financing costs, net

 

 

817

 

 

 

409

 

Related party note receivable, less current portion

 

 

4,262

 

 

 

 

Deposits and other long-term assets

 

 

1,608

 

 

 

879

 

Total assets

 

$

222,431

 

 

$

132,498

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

11,983

 

 

$

7,751

 

Accrued expenses and other current liabilities

 

 

7,864

 

 

 

10,579

 

Current portion of operating lease liabilities

 

 

4,121

 

 

 

3,958

 

Current maturities of long-term debt

 

 

6,995

 

 

 

 

Total current liabilities

 

 

30,963

 

 

 

22,288

 

Operating lease liabilities, less current portion

 

 

18,765

 

 

 

14,893

 

Long term debt, net of current portion

 

 

19,676

 

 

 

 

Revolving line of credit

 

 

27,142

 

 

 

 

Deferred tax liabilities, net

 

 

5,926

 

 

 

6,627

 

Total liabilities

 

 

102,472

 

 

 

43,808

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

Common stock, $0.0001 par value, shares authorized 500,000,000 as of December 31, 2024 and December 31, 2023, 34,704,696 shares issued and outstanding as of December 31, 2024 and 29,768,568 shares issued and outstanding as of December 31, 2023

 

 

3

 

 

 

3

 

Additional paid-in-capital

 

 

125,415

 

 

 

95,218

 

Accumulated deficit

 

 

(3,582

)

 

 

(6,306

)

Accumulated other comprehensive loss

 

 

(1,877

)

 

 

(225

)

Total shareholders' equity

 

 

119,959

 

 

 

88,690

 

Total liabilities and shareholders' equity

 

$

222,431

 

 

$

132,498

 

 

6


 

Drilling Tools International Corp.

Consolidated Statement of Cash Flows (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

3,014

 

 

$

14,748

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

23,832

 

 

 

20,352

 

Amortization of deferred financing costs

 

 

313

 

 

 

139

 

Non-cash lease expense

 

 

5,121

 

 

 

4,515

 

Unrealized loss on currency remeasurement

 

 

225

 

 

 

 

Provision for excess and obsolete inventory

 

 

 

 

 

75

 

Provision for excess and obsolete property and equipment

 

 

 

 

 

122

 

Provision for credit losses

 

 

424

 

 

 

117

 

Deferred tax expense/(benefit)

 

 

(778

)

 

 

3,443

 

Loss on asset disposal

 

 

 

 

 

489

 

Gain on sale of property

 

 

(60

)

 

 

(101

)

Realized loss on equity securities

 

 

12

 

 

 

 

Unrealized (gain) loss on equity securities

 

 

(368

)

 

 

255

 

Realized loss on interest rate swap

 

 

 

 

 

4

 

Gross profit from sale of lost-in-hole equipment

 

 

(10,027

)

 

 

(16,686

)

Stock-based compensation expense

 

 

2,092

 

 

 

3,986

 

Interest Income on related party note receivable

 

 

(151

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(4,015

)

 

 

(1,048

)

Prepaid expenses and other current assets

 

 

874

 

 

 

519

 

Inventories, net

 

 

(4,320

)

 

 

(1,716

)

Deposits and other current assets

 

 

 

 

 

(496

)

Operating lease liabilities

 

 

(4,832

)

 

 

(4,415

)

Accounts payable

 

 

(78

)

 

 

(1,552

)

Accrued expenses and other current liabilities

 

 

(5,220

)

 

 

583

 

Net cash flows from operating activities

 

 

6,058

 

 

 

23,334

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of a business, net of cash acquired

 

 

(47,258

)

 

 

 

Proceeds from sale of property and equipment

 

 

79

 

 

 

202

 

Purchase of property, plant and equipment

 

 

(22,892

)

 

 

(43,750

)

Proceeds from sale of lost-in-hole equipment

 

 

15,253

 

 

 

19,684

 

Proceeds from sale of equity securities

 

 

1,244

 

 

 

 

Purchases of intangible assets

 

 

(12

)

 

 

 

Net cash flows from investing activities

 

 

(53,586

)

 

 

(23,864

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from Merger and PIPE Financing, net of transaction costs

 

 

 

 

 

23,162

 

Payment of deferred financing costs

 

 

(722

)

 

 

(324

)

Proceeds from revolving line of credit

 

 

38,618

 

 

 

73,050

 

Payments on revolving line of credit

 

 

(11,476

)

 

 

(91,399

)

Proceeds from long-term debt

 

 

25,000

 

 

 

 

Payments on long-term debt

 

 

(3,535

)

 

 

 

Payments to holders of DTIH redeemable convertible preferred stock in connection with
   retiring their DTI stock upon the Merger

 

 

 

 

 

(194

)

Net cash flows from financing activities

 

 

47,885

 

 

 

4,295

 

Effect of Changes in Foreign Exchange Rate

 

 

(175

)

 

 

(114

)

Net Change in Cash

 

 

182

 

 

 

3,651

 

Cash at Beginning of Period

 

 

6,003

 

 

 

2,352

 

Cash at End of Period

 

$

6,185

 

 

$

6,003

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

2,673

 

 

$

1,174

 

Cash paid for income taxes

 

$

2,970

 

 

$

3,006

 

Non-cash investing and financing activities:

 

 

 

 

 

 

Fair value of CTG liabilities assumed in CTG Acquisition

 

$

3,162

 

 

$

 

Fair value of SDPI liabilities assumed in SDPI Acquisition

 

$

6,246

 

 

$

 

Fair value of EDP liabilities assumed in EDP Acquisition

 

$

1,769

 

 

$

 

ROU assets obtained in exchange for lease liabilities

 

$

5,737

 

 

$

3,264

 

Non-cash recovery of note receivable

 

$

453

 

 

$

 

Net exercise of stock options

 

$

254

 

 

$

 

Shares withheld from exercise of stock options for payment of taxes

 

$

36

 

 

$

 

Purchases of inventory included in accounts payable and accrued expenses and other
   current liabilities

 

$

1,176

 

 

$

601

 

Purchases of property and equipment included in accounts payable and accrued expenses and other
   current liabilities

 

$

126

 

 

$

1,422

 

Non-cash directors and officers insurance

 

$

 

 

$

695

 

Non-cash Merger financing

 

$

 

 

$

2,000

 

Exchange of DTIH redeemable convertible preferred stock for DTIC Common Stock in connection
   with Merger

 

$

 

 

$

7,193

 

Issuance of DTIC Common Stock to former holders of DTIH redeemable convertible
   preferred stock in connection with Exchange Agreements

 

$

 

 

$

10,805

 

Accretion of redeemable convertible preferred stock to redemption value

 

$

 

 

$

314

 

 

7


 

Non-GAAP Financial Measures

This release includes Adjusted EBITDA, Adjusted Free Cash Flow, Net Debt 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).

Net Debt is a supplemental non-GAAP financial measure, and we define Net Debt as total debt less cash and cash equivalents. We use Net Debt to determine our outstanding debt obligations that would not be readily satisfied by our cash and cash equivalents on hand. We believe this metric is useful to analysts and investors in determining our leverage position since we have the ability to, and may decide to, use a portion of our cash and cash equivalents to reduce debt.

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, (iv) income taxes expense which is calculated by applying our effective tax rate on unadjusted net income to adjusted pre-tax income, and (v) 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:

8


 

Drilling Tools International Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

3,014

 

 

$

14,748

 

Add (deduct):

 

 

 

 

 

 

Income tax expense/(benefit)

 

 

(30

)

 

 

5,046

 

Depreciation and amortization

 

 

23,832

 

 

 

20,352

 

Interest expense, net

 

 

3,369

 

 

 

1,103

 

Stock option expense

 

 

2,092

 

 

 

1,661

 

Management fees

 

 

750

 

 

 

1,130

 

Gain on sale of property

 

 

(60

)

 

 

(101

)

Loss on asset disposal

 

 

 

 

 

489

 

Loss (gain) on remeasurement of previously held equity interest

 

 

(368

)

 

 

255

 

Transaction expense

 

 

7,036

 

 

 

5,979

 

Other expense, net

 

 

467

 

 

 

380

 

Adjusted EBITDA

 

$

40,101

 

 

$

51,042

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(1,345

)

 

$

3,823

 

Add (deduct):

 

 

 

 

 

 

Income tax expense/(benefit)

 

 

(445

)

 

 

(155

)

Depreciation and amortization

 

 

6,600

 

 

 

5,317

 

Interest expense, net

 

 

1,339

 

 

 

108

 

Stock option expense

 

 

520

 

 

 

Management fees

 

 

187

 

 

 

357

 

Gain on sale of property

 

 

1

 

 

 

(33

)

Loss on asset disposal

 

 

 

 

 

489

 

Loss (gain) on remeasurement of previously held equity interest

 

 

 

 

 

107

 

Transaction expense

 

 

2,270

 

 

 

16

 

Other expense, net

 

 

(7

)

 

 

173

 

Adjusted EBITDA

 

$

9,120

 

 

$

10,202

 

 

 

 

 

 

9


 

Drilling Tools International Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

3,014

 

 

$

14,748

 

Add (deduct):

 

 

 

 

 

 

Income tax expense/(benefit)

 

 

(30

)

 

 

5,046

 

Depreciation and amortization

 

 

23,832

 

 

 

20,352

 

Interest expense, net

 

 

3,369

 

 

 

1,103

 

Stock option expense

 

 

2,092

 

 

 

1,661

 

Management fees

 

 

750

 

 

 

1,130

 

Gain on sale of property

 

 

(60

)

 

 

(101

)

Loss on asset disposal

 

 

 

 

 

489

 

Loss (gain) on remeasurement of previously held equity interest

 

 

(368

)

 

 

255

 

Transaction expense

 

 

7,036

 

 

 

5,979

 

Other expense, net

 

 

467

 

 

 

380

 

Gross capital expenditures

 

 

(22,892

)

 

 

(43,750

)

Adjusted Free Cash Flow

 

$

17,209

 

 

$

7,292

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(1,345

)

 

$

3,823

 

Add (deduct):

 

 

 

 

 

 

Income tax expense/(benefit)

 

 

(445

)

 

 

(155

)

Depreciation and amortization

 

 

6,600

 

 

 

5,317

 

Interest expense, net

 

 

1,339

 

 

 

108

 

Stock option expense

 

 

520

 

 

 

Management fees

 

 

187

 

 

 

357

 

Gain on sale of property

 

 

1

 

 

 

(33

)

Loss on asset disposal

 

 

 

 

 

489

 

Loss (gain) on remeasurement of previously held equity interest

 

 

 

 

 

107

 

Transaction expense

 

 

2,270

 

 

 

16

 

Other expense, net

 

 

(7

)

 

 

173

 

Gross capital expenditures

 

 

(3,214

)

 

 

(6,974

)

Adjusted Free Cash Flow

 

$

5,906

 

 

$

3,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10


 

 

Drilling Tools International Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

3,014

 

 

$

14,748

 

Transaction expense

 

 

7,036

 

 

 

5,979

 

Income tax expense/(benefit)

 

 

(30

)

 

 

5,046

 

Adjusted Income Before Tax

 

$

10,020

 

 

$

25,773

 

Adjusted Income tax expense

 

 

101

 

 

 

(6,570

)

Adjusted Net Income

 

$

10,121

 

 

$

19,203

 

Accumulated dividends on redeemable convertible preferred stock

 

 

 

 

 

314

 

Adjusted Net income available to common shareholders

 

$

10,121

 

 

$

18,889

 

Adjusted Basic earnings per share

 

$

0.32

 

 

$

0.88

 

Adjusted Diluted earnings per share

 

$

0.31

 

 

$

0.76

 

Basic weighted-average common shares outstanding

 

 

31,938,847

 

 

 

21,421,610

 

Diluted weighted-average common shares outstanding

 

 

32,308,179

 

 

 

25,131,024

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(1,345

)

 

$

3,823

 

Transaction expense

 

 

2,270

 

 

 

16

 

Income tax expense/(benefit)

 

 

(445

)

 

 

(155

)

Adjusted Income Before Tax

 

$

480

 

 

$

3,684

 

Adjusted Income tax expense

 

 

119

 

 

 

156

 

Adjusted Net Income

 

$

600

 

 

$

3,840

 

Accumulated dividends on redeemable convertible preferred stock

 

 

 

 

 

314

 

Adjusted Net income available to common shareholders

 

$

600

 

 

$

3,526

 

Adjusted Basic earnings per share

 

$

0.02

 

 

$

0.12

 

Adjusted Diluted earnings per share

 

$

0.02

 

 

$

0.13

 

Basic weighted-average common shares outstanding

 

 

34,704,696

 

 

 

29,768,568

 

Diluted weighted-average common shares outstanding

 

 

34,704,696

 

 

 

29,768,568

 

 

11


 

Drilling Tools International Corp.

Reconciliation of Estimated Consolidated Net Income to Adjusted EBITDA (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Twelve Months Ended December 31, 2025

 

 

Low

 

 

High

 

Net Income

 

$

2,000

 

 

$

5,000

 

Add (deduct)

 

 

 

 

 

 

Interest expense, net

 

 

3,500

 

 

 

4,500

 

Income tax expense

 

 

1,100

 

 

 

2,000

 

Depreciation and amortization

 

 

28,000

 

 

 

31,000

 

Management fees

 

 

700

 

 

 

800

 

Other expense

 

 

300

 

 

 

700

 

Stock option expense

 

 

4,000

 

 

 

4,500

 

Transaction expense

 

 

400

 

 

 

1,500

 

Adjusted EBITDA

 

$

40,000

 

 

$

50,000

 

Revenue

 

 

163,000

 

 

 

183,000

 

Adjusted EBITDA Margin

 

 

25

%

 

 

27

%

 

Drilling Tools International Corp.

Reconciliation of Estimated Consolidated Net Income to Adjusted Free Cash Flow (Unaudited)

(In thousands of U.S. dollars and rounded)

 

 

Twelve Months Ended December 31, 2025

 

 

Low

 

 

High

 

Net Income

 

$

2,000

 

 

$

5,000

 

Add (deduct)

 

 

 

 

 

 

Interest expense, net

 

 

3,500

 

 

 

4,500

 

Income tax expense

 

 

1,100

 

 

 

2,000

 

Depreciation and amortization

 

 

28,000

 

 

 

31,000

 

Management fees

 

 

700

 

 

 

800

 

Other expense

 

 

300

 

 

 

700

 

Stock option expense

 

 

4,000

 

 

 

4,500

 

Transaction expense

 

 

400

 

 

 

1,500

 

Gross capital expenditures

 

 

(23,000

)

 

 

(29,000

)

Adjusted Free Cash Flow

 

$

17,000

 

 

$

21,000

 

Adjusted Free Cash Flow Margin

 

 

10

%

 

 

11

%

 

 

 

 

 

12