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Drilling Tools International Corp. Closes on Acquisition of Superior Drilling Products, Inc.; Company Reports 2024 Second Quarter Results

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Drilling Tools International Corp. (NASDAQ: DTI) has closed its acquisition of Superior Drilling Products, Inc. (SDP) for approximately $32.2 million in cash and stock. The acquisition is expected to yield over $4.5 million in SG&A synergies and tax benefits, along with significant CapEx savings and margin improvements. DTI also reported its Q2 2024 results, with total revenue of $37.5 million, operating income of $2.2 million, and Adjusted EBITDA of $9.0 million. Despite a softening U.S. rig count, DTI implemented cost reductions and improved Adjusted Free Cash Flow. The company updated its 2024 guidance, projecting revenue between $155-$170 million and maintaining its Adjusted Free Cash Flow outlook of $20-$25 million.

Drilling Tools International Corp. (NASDAQ: DTI) ha completato l'acquisizione di Superior Drilling Products, Inc. (SDP) per circa 32,2 milioni di dollari in contante e azioni. Si prevede che l'acquisizione genererà oltre 4,5 milioni di dollari in sinergie SG&A e benefici fiscali, insieme a significativi risparmi in conto capitale e miglioramenti dei margini. DTI ha anche riportato i suoi risultati del Q2 2024, con ricavi totali di 37,5 milioni di dollari, un utile operativo di 2,2 milioni di dollari e un EBITDA rettificato di 9,0 milioni di dollari. Nonostante un indebolimento del numero di piattaforme di perforazione negli Stati Uniti, DTI ha implementato riduzioni dei costi e ha migliorato il flusso di cassa libero rettificato. L'azienda ha aggiornato le sue previsioni per il 2024, prevedendo ricavi tra 155 e 170 milioni di dollari e mantenendo le sue previsioni di flusso di cassa libero rettificato tra 20 e 25 milioni di dollari.

Drilling Tools International Corp. (NASDAQ: DTI) ha cerrado su adquisición de Superior Drilling Products, Inc. (SDP) por aproximadamente 32,2 millones de dólares en efectivo y acciones. Se espera que la adquisición genere más de 4,5 millones de dólares en sinergias de SG&A y beneficios fiscales, junto con ahorros significativos en CapEx y mejoras en los márgenes. DTI también reportó sus resultados del segundo trimestre de 2024, con ingresos totales de 37,5 millones de dólares, un ingreso operativo de 2,2 millones de dólares y un EBITDA ajustado de 9,0 millones de dólares. A pesar de una disminución en la cantidad de plataformas en EE. UU., DTI implementó reducciones de costos y mejoró su flujo de caja libre ajustado. La empresa actualizó su guía para 2024, proyectando ingresos entre 155 y 170 millones de dólares y manteniendo su pronóstico de flujo de caja libre ajustado de 20 a 25 millones de dólares.

드릴링 툴스 인터내셔널 주식회사(DTI, NASDAQ: DTI)는 슈퍼리어 드릴링 프로덕츠 주식회사(SDP)의 인수를 완료했습니다, 현금과 주식으로 약 3,220만 달러에 해당합니다. 이번 인수는 450만 달러 이상의 SG&A 시너지와 세금 혜택을 창출할 것으로 예상되며, 상당한 자본 지출 절감과 마진 개선도 함께 이루어질 것입니다. DTI는 또한 2024년 2분기 실적을 보고했습니다. 총 수익은 3,750만 달러, 운영 소득은 220만 달러, 조정 EBITDA는 900만 달러였습니다. 미국의 굴착 장비 수가 감소하고 있음에도 불구하고 DTI는 비용 절감 조치를 시행하고 조정된 자유 현금 흐름을 개선했습니다. 또한, 2024년 가이던스를 업데이트했습니다, 수익을 1억 5,500만에서 1억 7,000만 달러로 예상하고 조정된 자유 현금 흐름 전망을 2,000만에서 2,500만 달러로 유지하고 있습니다.

Drilling Tools International Corp. (NASDAQ: DTI) a finalisé l'acquisition de Superior Drilling Products, Inc. (SDP) pour environ 32,2 millions de dollars en espèces et en actions. Cette acquisition devrait générer plus de 4,5 millions de dollars de synergies SG&A et d'avantages fiscaux, ainsi que des économies importantes en CapEx et des améliorations des marges. DTI a également rapporté ses résultats du deuxième trimestre 2024, avec un chiffre d'affaires total de 37,5 millions de dollars, un bénéfice opérationnel de 2,2 millions de dollars et un EBITDA ajusté de 9,0 millions de dollars. Malgré un assouplissement du nombre de plateformes de forage aux États-Unis, DTI a mis en œuvre des réductions de coûts et amélioré le flux de trésorerie libre ajusté. L'entreprise a mis à jour ses prévisions pour 2024, prévoyant un chiffre d'affaires compris entre 155 et 170 millions de dollars et maintenant ses prévisions de flux de trésorerie libre ajusté entre 20 et 25 millions de dollars.

Drilling Tools International Corp. (NASDAQ: DTI) hat die Übernahme von Superior Drilling Products, Inc. (SDP) abgeschlossen und dafür etwa 32,2 Millionen Dollar in bar und Aktien bezahlt. Es wird damit gerechnet, dass die Übernahme über 4,5 Millionen Dollar an SG&A-Synergien und Steuervergünstigungen sowie signifikante Einsparungen bei Investitionen und Verbesserungen der Gewinnmargen bringen wird. DTI berichtete zudem über die Ergebnisse des zweiten Quartals 2024, mit einem Gesamtumsatz von 37,5 Millionen Dollar, einem operativen Ergebnis von 2,2 Millionen Dollar und einem bereinigten EBITDA von 9,0 Millionen Dollar. Trotz eines Rückgangs der Bohranlagen in den USA hat DTI Kostensenkungen umgesetzt und den bereinigten freien Cashflow verbessert. Das Unternehmen hat seine Prognose für 2024 aktualisiert und erwartet einen Umsatz zwischen 155 und 170 Millionen Dollar bei einer unveränderten Prognose für den bereinigten freien Cashflow von 20 bis 25 Millionen Dollar.

Positive
  • Acquisition of SDP expected to yield over $4.5 million in SG&A synergies and tax benefits
  • 60% CapEx savings on new DNR tools and 45% Repair & Maintenance margin capture from acquisition
  • Gained operational bit repair facility in UAE and DNR tools in Middle East
  • Improved Adjusted Free Cash Flow by $3.2 million year-over-year in Q2
  • Implemented cost reduction program for annualized savings of $2.4 million
Negative
  • Q2 2024 total revenue flat compared to previous year at $37.5 million
  • U.S. rig count experienced continued softness, leading to a decline in Q2
  • Lowered 2024 revenue guidance to $155-$170 million

Insights

The acquisition of Superior Drilling Products (SDP) by Drilling Tools International (DTI) for $32.2 million is a strategic move that could significantly impact DTI's future performance. Key points:

  • Expected synergies of $4.5 million in SG&A and tax benefits
  • 60% CapEx savings on new DNR tools
  • 45% Repair & Maintenance margin capture

Q2 results show flat revenue at $37.5 million, but improved adjusted free cash flow by $3.2 million year-over-year. The updated 2024 guidance maintains adjusted free cash flow at $20-25 million, despite a softer U.S. rig count. This resilience in cash generation amid market challenges is noteworthy.

The acquisition strengthens DTI's market position in several ways:

  • Expands geographic reach, particularly in the Middle East
  • Integrates SDP's patented Drill-N-Ream® tool into DTI's portfolio
  • Adds manufacturing expertise and diamond process capabilities

However, the flat Q2 revenue and softer U.S. rig count indicate challenging market conditions. DTI's cost reduction program ($2.4 million annualized savings) and focus on international growth opportunities demonstrate adaptability. The maintained free cash flow guidance suggests confidence in the company's ability to navigate market headwinds.

The integration of SDP's patented Drill-N-Ream® (DNR) well bore conditioning tool into DTI's fleet is a significant technological enhancement. This acquisition brings:

  • Proprietary diamond process expertise
  • Sophisticated manufacturing capabilities
  • Potential for improved operational efficiencies

The 60% CapEx savings on new DNR tools and 45% Repair & Maintenance margin capture highlight the synergistic value of this tech integration. DTI's emphasis on "technologically differentiated solutions" positions it well in an industry increasingly driven by innovation and efficiency gains.

Updates 2024 Guidance and Maintains Adjusted Free Cash Flow Outlook

HOUSTON, Aug. 6, 2024 /PRNewswire/ -- 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 drilling operations, as well as other cutting-edge solutions across the well life cycle, today announced that it has closed on its acquisition of Superior Drilling Products, Inc. ("SDP") for total consideration paid in cash and DTI stock of approximately $32.2 million per the merger agreement, subject to purchase price accounting adjustments. DTI also reported today its 2024 second quarter results.

Wayne Prejean, CEO of DTI, stated, "We are pleased to announce the closing of the SDP acquisition and are excited to welcome SDP's talented team to the DTI family and add SDP's world-class manufacturing expertise into our broad-reaching and expanding global sales channels. This acquisition furthers DTI's growth strategy as a premier provider of technologically differentiated solutions and services for the global oil & gas drilling industry. Directly integrating SDP's patented Drill-N-Ream® ("DNR") well bore conditioning tool into DTI's vast fleet of tools and technologies provides expanded geographic market potential, lowers our capital requirements and operating costs, and improves operational efficiencies across our portfolio of capabilities. SDP's unique offering of proprietary diamond process expertise, sophisticated manufacturing capabilities, and their recently established Middle East footprint will greatly benefit DTI's technology focused product and service offering on a global scale."

Prejean added, "We expect to benefit from significant synergies over the next twelve months from this acquisition and have identified more than $4.5 million of SG&A synergies and realizable NOL tax benefits. In addition, there are vertical and horizontal integration synergies that include approximately 60% CapEx savings on new DNR tools and a 45% Repair & Maintenance margin capture. I would also like to highlight that in addition to the Vernal, Utah SDP bit repair, manufacturing, and technology center, we gained a fully operational bit repair facility in the UAE and several hundred fit-for-purpose DNR tools on the ground in the Middle East which gives us fuel in the tank to serve our clients in the region. We also gained an approximately $6.6 million receivable from the selling party to extinguish an existing Note which will accrue to DTI's benefit, effectively reducing the overall transaction amount."

2024 Second Quarter Results

Total revenue was $37.5 million, relatively flat compared to last year's second quarter. Tool Rental net revenue was $28.3 million and Product Sales net revenue totaled $9.2 million in the second quarter of 2024. Operating expenses were $35.3 million, operating income was $2.2 million and Adjusted EBITDA(1) was $9.0 million in the second quarter of 2024. Adjusted free cash flow(1)(2) significantly improved by $3.2 million from ($4.3) million in last year's second quarter to ($1.1) million in this year's quarter.

"Turning to our 2024 second quarter operational results, the U.S. rig count experienced continued softness that led to a decline in the quarter compared to our flat rig count outlook earlier this year. In response, we have implemented a cost reduction program for an annualized savings of $2.4 million. We will continue to appropriately scale our operations to adjust for the activity levels in North America but will continue with our growth initiatives in other markets where growth opportunities are available. Additionally, we were able to manage capital expenditures and improve our Adjusted Free Cash Flow by $3.2 million over last year's second quarter. Because of this unique lever at our disposal to generate returns despite a decline in North American land activity, we are maintaining our Adjusted Free Cash Flow guidance range of $20 million - $25 million for the full year," concluded Prejean.

Updated 2024 Full Year Outlook

Revenue

$155 million

-

$170 million

Adjusted Net Income(1)

$9.9 million

-

$13.5 million

Adjusted EBITDA(1)

$41 million

-

$47 million

Adjusted EBITDA Margin(1)

26 %

-

28 %

Adjusted Free Cash Flow(1)(2)

$20 million

-

$25 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.

 

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 Tuesday, August 6, 2024 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time).   Please dial 1-862-298-0702 and ask for the DTI call at least 10 minutes prior to the start time, or listen to the live webcast by logging onto: https://investors.drillingtools.com/news-events/events.  An audio replay will be available through August 13th by dialing 1-201-612-7415 and using passcode 13748086#. 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 now operates from 16 service and support centers across North America and maintains 10 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 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 Securities and Exchange Commission (the "SEC"). You should carefully consider the risks and uncertainties described in DTI's annual report on Form 10-K filed March 29, 2024 (the "10-K"). 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 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 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.

 

Drilling Tools International Corp.

Consolidated Statement of Operations and Comprehensive Income

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

(Unaudited)












Three Months Ended June 30,


Six Months Ended June 30,



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





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.

 

Drilling Tools International Corp.

Consolidated Balance Sheets

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

(Unaudited)








June 30,


December 31,



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

Goodwill


7,962


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


Total current liabilities


30,866


22,288

Operating lease liabilities, less current portion


17,814


14,893

Long-term debt


19,167


Deferred tax liabilities, net


6,227


6,627

Total liabilities


74,074


43,808

Commitments and contingencies 





Shareholders' equity





Common stock, $0.0001 par value, shares authorized 500,000,000 as of June 30, 2024 and December
31, 2023, 29,859,564 shares issued and outstanding as of June 30, 2024 and 29,768,568 shares issued
and outstanding as of December 31, 2023


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

 

Drilling Tools International Corp.

Consolidated Statement of Cash Flows

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

(Unaudited)








Six Months Ended June 30, 



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



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


Unrealized loss on interest rate swap



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)


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



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


Repayment of Term Loan


(833)


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



(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


$                         —

ROU assets obtained in exchange for operating lease liabilities


$                    5,054


$                    2,635

Net exercise of stock options


$                       255


$                         —

Shares withheld from exercise of stock options for payment of taxes


$                         35


$                         —

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


$                    5,082


$                    4,076

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


$                    1,402


$                    7,640

Deferred financing fees included in accounts payable


$                         49


$                           2

Non-cash directors and officers insurance


$                         —


$                    1,472

Non-cash Merger financing


$                         —


$                    2,000

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

 

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:

Drilling Tools International Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

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




Three Months Ended June 30,



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 June 30,



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






 

Drilling Tools International Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

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








Three Months Ended June 30,



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 June 30,



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






 

Drilling Tools International Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

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




Three Months Ended June 30,



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



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 June 30,



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



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

 

Drilling Tools International Corp.

Reconciliation of Estimated Consolidated Net Income to Adjusted EBITDA 

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

(Unaudited) 





Twelve Months Ended December 31, 2024




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 %


Drilling Tools International Corp.

Reconciliation of Estimated Consolidated Net Income to Adjusted Free Cash Flow

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

(Unaudited)





Twelve Months Ended December 31, 2024




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


Drilling Tools International Corp.
Reconciliation of Estimated Consolidated Net Income to Adjusted Net Income
(In thousands of U.S. dollars and rounded)
(Unaudited)





Twelve Months Ended December 31, 2024




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

 

Cision 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

SOURCE Drilling Tools International Corp.

FAQ

What was the acquisition price for Superior Drilling Products by DTI?

Drilling Tools International Corp. (DTI) acquired Superior Drilling Products, Inc. (SDP) for approximately $32.2 million in cash and DTI stock.

How much did DTI's Q2 2024 revenue change compared to the previous year?

DTI's Q2 2024 total revenue was $37.5 million, relatively flat compared to the same quarter in the previous year.

What is DTI's updated revenue guidance for 2024?

DTI updated its 2024 revenue guidance to a range of $155 million to $170 million.

How much did DTI improve its Adjusted Free Cash Flow in Q2 2024?

DTI improved its Adjusted Free Cash Flow by $3.2 million in Q2 2024 compared to the same quarter in the previous year.

What is DTI's Adjusted Free Cash Flow outlook for 2024?

DTI maintained its Adjusted Free Cash Flow guidance range of $20 million to $25 million for the full year 2024.

Drilling Tools International Corporation

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