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


      News provided by

      Drilling Tools International Corp.

      Aug 06, 2024, 06:00 ET

      Share this article

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      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 [email protected].

      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
      [email protected] 

      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

      SOURCE Drilling Tools International Corp.

      Modal title

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