10-K: Drilling Tools International Reports 3% Revenue Growth, Net Loss in 2025

Sentiment:

Annual Report


Drilling Tools International Corporation reported a 3% increase in total revenue to $159.6 million for 2025, driven by international acquisitions, despite a net loss of $3.8 million and a decline in Western Hemisphere activity.

Delay expectedThe first payment due on July 31, 2025, for the related party note receivable from Tronco Energy Corporation was deferred because the 20-day volume-weighted average price of DTI fell below $3.20 per share.
Worse than expectedThe company reported a net loss of $3.761 million in 2025, a significant deterioration from the net income of $3.014 million in 2024.Despite a 3% increase in total revenue, the decline in Western Hemisphere revenue (-3%) and a substantial decrease in Eastern Hemisphere segment EBITDA (-59%) indicate operational challenges and reduced profitability in key segments.The recognition of a $1.901 million goodwill impairment loss further negatively impacted the financial results for 2025.

Summary

  • Total revenue increased by 3% to $159.6 million in 2025, up from $154.4 million in 2024.
  • The company recorded a net loss of $3.8 million in 2025, a significant decline from a net income of $3.0 million in 2024.
  • Adjusted EBITDA decreased slightly by 2% to $39.3 million in 2025 from $40.1 million in 2024.
  • Western Hemisphere revenue decreased by 3% to $148.6 million, while Eastern Hemisphere revenue surged by 78% to $23.5 million, primarily due to recent acquisitions.
  • Eastern Hemisphere segment EBITDA decreased by 59% to $0.5 million, despite revenue growth, attributed to increased headcount from acquisitions and a decline in the Middle Eastern market.
  • A non-cash goodwill impairment loss of $1.9 million was recognized in 2025, related to the Diamond Products and Deep Casing reporting units following a segment realignment.
  • Cash and cash equivalents decreased to $3.6 million in 2025 from $6.2 million in 2024.
  • Net cash provided by operating activities significantly increased to $19.9 million in 2025 from $6.1 million in 2024.
  • The company authorized a $10.0 million share repurchase program on May 13, 2025, and repurchased 505,169 shares for $1.3 million by December 31, 2025.
  • The average WTI oil price decreased by 14% to $65.46/bbl in 2025, while natural gas prices increased by 61% to $3.53/MMBtu.
  • Western and Eastern Hemisphere rig counts decreased by 8% and 7% respectively in 2025 compared to 2024.
  • The company completed the acquisition of Titan Tools Group Limited on January 2, 2025, for $10.8 million, expanding its UK, Europe, and Africa operations.
  • A material weakness in internal control over financial reporting was remediated as of December 31, 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with caution. While revenue growth and strong operating cash flow are positive, the shift to a net loss, significant goodwill impairment, and declining segment EBITDA in the Eastern Hemisphere despite revenue growth, indicate underlying profitability challenges and integration costs from recent acquisitions. The deferral of a related party note payment also raises a minor concern.

Positives

  • Total revenue increased by 3% year-over-year, reaching $159.6 million in 2025.
  • Eastern Hemisphere revenue grew substantially by 78% to $23.5 million, driven by strategic acquisitions.
  • Net cash provided by operating activities significantly improved to $19.9 million in 2025, up from $6.1 million in 2024.
  • The company successfully remediated a previously identified material weakness in internal control over financial reporting as of December 31, 2025.
  • The Safety Now program has reduced the total recordable incident rate from 2.3 in 2018 to 0.81 in 2025, which is below the industry average.
  • Strategic acquisitions (CTG, SDPI, EDP, Titan) have expanded the company's global footprint, technological capabilities, and intellectual property portfolio (over 90 patents acquired).
  • The company maintains over 340 Master Service Agreements with leading customers, including major diversified oilfield service companies and global E&P operators.

Negatives

  • The company reported a net loss of $3.8 million in 2025, a significant reversal from a net income of $3.0 million in 2024.
  • Western Hemisphere revenue decreased by 3% to $148.6 million, reflecting lower customer activity levels.
  • Eastern Hemisphere segment EBITDA decreased by 59% to $0.5 million, despite strong revenue growth, due to increased headcount from acquisitions and an activity decline in the Middle Eastern market.
  • Adjusted EBITDA saw a slight decrease of 2% to $39.3 million in 2025.
  • A non-cash goodwill impairment loss of $1.9 million was recognized in 2025 due to segment realignment.
  • Cash and cash equivalents declined to $3.6 million in 2025 from $6.2 million in 2024.
  • Interest expense increased by 50% to $5.1 million in 2025, primarily due to a full year of interest on the credit facility.
  • WTI oil prices decreased by 14% in 2025, and both Western and Eastern Hemisphere rig counts declined by 8% and 7% respectively, indicating a challenging market environment.
  • The first payment on a related party note receivable from Tronco Energy Corporation (owned by employees) was deferred in July 2025 because DTI's 20-day volume-weighted average price fell below $3.20 per share.

Risks

  • Demand for products and services is highly dependent on the volatile oil and gas industry activity and customer expenditure levels, influenced by crude oil and natural gas prices.
  • Growth in U.S. drilling activity could be adversely affected by constraints in equipment, labor, or takeaway capacity.
  • Dependence on a relatively small number of customers in a single industry, with the loss of an important customer potentially having a material adverse effect.
  • Inability to employ and retain a sufficient number of skilled and qualified workers, including key personnel, could hinder operations and expansion.
  • Lack of availability of tools and inflationary pressures may increase operational costs beyond what can be recovered through price increases.
  • Delays in obtaining, or inability to obtain or renew, permits or authorizations by customers for their operations could impair business.
  • Intense competition within the oil and gas drilling tool rental industry may adversely affect marketability and pricing of services.
  • Failure to fully execute, integrate, or realize the benefits expected from acquisitions could disrupt business and adversely affect results of operations.
  • New technology may cause the company to become less competitive if it cannot acquire or adapt to it.
  • Potential liability for claims arising from damage or harm caused by tool operation, personal injury, property damage, environmental contamination, or reputational harm.
  • Operations are subject to hazards inherent in the oil and gas industry, which could expose the company to substantial liability and revenue loss.
  • Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party's indemnification of the company.
  • Political, regulatory, economic, and social disruptions in international operating countries could adversely affect business or results of operations.
  • A failure of information technology infrastructure and cyberattacks could adversely impact the company, including potential intellectual property infringement claims related to its COMPASS system.
  • Changes in accounting principles, enforcement of existing or new regulations, and changes in policies could negatively impact results of operations and financial condition.
  • Adverse and unusual weather conditions may affect operations, causing curtailment of services, suspension of operations, or damage to tools and facilities.
  • Compliance with various domestic and international regulations, including anti-corruption, trade sanctions, and environmental laws, could have a material adverse effect.
  • The imposition of new or increased international tariffs may materially and adversely affect business, financial condition, and results of operations.
  • Existing or future laws and regulations related to greenhouse gases and climate change, and related public and governmental initiatives, could negatively impact demand for products and services.
  • Inability to fully protect intellectual property rights or trade secrets, including ongoing patent litigation (e.g., Extreme Technologies vs. Stabil Drill Specialties), may result in revenue loss or competitive disadvantage.
  • Fluctuations in effective tax rates and increased risk of examination by taxing authorities due to business expansion into new jurisdictions.
  • Failure to maintain an effective system of disclosure controls and internal control over financial reporting could impair ability to produce timely and accurate financial statements.
  • The market price of the Common Stock may be volatile, causing investment value to decline.
  • The company may require additional capital to support operations or growth, and such capital may not be available on reasonable terms or at all.
  • As a public company, significant increased expenses and administrative burdens could adversely affect business, financial condition, and operating results.
  • Exclusive forum provisions in the Certificate of Incorporation could limit stockholders' ability to obtain a favorable forum for disputes.
  • Shareholder litigation and regulatory inquiries and investigations are expensive and could harm business and divert management attention.
  • Past performance by the management team may not be indicative of future performance.
  • Sales of substantial amounts of Common Stock in the public markets, or the perception of such sales, could reduce the stock price.
  • Issuance of additional shares of Common Stock or other equity securities without stockholder approval would dilute ownership interests and may depress the market price.
  • Management has broad discretion over the use of cash, which stockholders may not approve.
  • No current plans to pay cash dividends on the Common Stock for the foreseeable future, meaning return on investment depends on stock price appreciation.
  • Nasdaq may delist the Common Stock from trading, limiting investors' ability to execute transactions and subjecting the company to additional trading restrictions.
  • If securities or industry analysts cease publishing research or change recommendations adversely, the price and trading volume of the Common Stock could decline.

Future Outlook

The company expects continued inflationary pressures on its cost structure for the foreseeable future, although tightness in overseas freight and transit times has eased. It cannot be confident that transit times or input prices will return to prior lower levels. Continued inflation and recession concerns weigh on the outlook for oil demand, which could negatively impact demand for goods and services. The company believes its existing cash, cash from operations, and available borrowings will be sufficient for at least the next twelve months. It intends to maximize core rental tool profitability, commercialize new high-value rental tools, extend into other well lifecycle segments, and expand geographically, pursuing accretive acquisitions and international growth while maintaining North American leadership.

Management Comments

  • "We believe that we are successful because we meet our customers wide demands by operating from multiple locations with over 65,000 tools in our fleet."
  • "We are led by an accomplished management team that has significant experience in the oil and gas industry and has worked together for much of the last decade."
  • "To date, we do not believe that inflation has had a material impact on our financial condition or results of operations because we have been able to increase the prices we receive from our customers."
  • "We believe the estimates and assumptions used in our impairment assessment are reasonable based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated during current or future periods."
  • "Management concluded that the previously identified material weakness has been fully remediated as of December 31, 2025."
  • "Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held and of the money market funds in which these investments are made."
  • "We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers."

Industry Context

StockSavvy.ai notes that Drilling Tools International's performance in 2025 reflects a mixed industry environment. While the overall oil and gas market experienced a decline in WTI oil prices and rig counts in both hemispheres, the company's significant revenue growth in the Eastern Hemisphere through strategic acquisitions demonstrates a successful diversification and expansion strategy. The rebound in natural gas prices could offer some tailwind, but the general downturn in drilling activity and persistent inflationary pressures highlight the cyclical challenges inherent in the oilfield services sector. The company's focus on rental-focused offerings and advanced technologies positions it to adapt to evolving drilling methodologies, such as longer laterals and increased efficiency, which are impacting traditional rig count metrics.

Comparison to Industry Standards

  • The company's safety record, with a total recordable incident rate of 0.81 in 2025, is lower than the industry average, indicating strong operational safety performance compared to peers in the oilfield services sector.
  • The company's proprietary COMPASS system for inventory optimization and 24/7 distribution network provides a competitive advantage in rapid tool deployment and minimal downtime, which is crucial in an industry where efficiency and responsiveness are key differentiators against smaller, less integrated competitors.
  • The company's strategy of acquiring international businesses like Deep Casing Tools, European Drilling Projects, and Titan Tools, and securing distribution rights for emerging technologies like the RotoSteer system, aligns with broader industry trends of consolidation and technological advancement to meet complex drilling challenges and expand market share, similar to larger diversified oilfield service companies like Baker Hughes or SLB who continuously invest in R&D and M&A to maintain their competitive edge.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board StructureThe Board is divided into three classes, with each class serving a three-year term and approximately one-third of the Board elected each year. This structure makes it more difficult for stockholders to change the composition of the Board.June 20, 2023Enhances board stability and provides a defense against hostile takeovers, but may limit immediate shareholder influence on board composition.
Voting RightsNo cumulative voting with respect to the election of directors, meaning holders of more than 50% of shares voted can elect all directors.June 20, 2023Concentrates voting power with majority shareholders, potentially limiting minority shareholder representation on the board.
Preferred Stock IssuanceThe Board is authorized to issue preferred stock in one or more series without stockholder approval, with rights that could adversely affect common stockholders' voting power and have anti-takeover effects.June 20, 2023Provides the Board with a tool to deter hostile takeovers or management removal, but could dilute common stockholders' rights and voting power.
Delaware General Corporation Law (DGCL) Section 203The company has not opted out of Section 203 of the DGCL, which prevents certain business combinations with interested stockholders for three years.June 20, 2023Makes it more difficult for an interested stockholder to effect business combinations, encouraging negotiation with the Board and potentially preventing changes in the Board or transactions stockholders might deem beneficial.
Stockholder ActionAny action required or permitted to be taken by stockholders must be effected at an annual or special meeting and may not be taken by written consent in lieu of a meeting.June 20, 2023Requires formal meetings for stockholder actions, potentially slowing down decision-making processes and making it harder for activist investors to effect rapid changes.
Special Meeting CallsSpecial meetings of stockholders may only be called by the Board, the chairperson of the Board, the Chief Executive Officer, or the President.June 20, 2023Limits the ability of individual stockholders or groups to call special meetings, centralizing control over meeting agendas.
Bylaws and Certificate of Incorporation AmendmentsBylaws may be amended or repealed by the Board or by affirmative vote of at least 66 2/3% of total voting power. Certain provisions of the Certificate of Incorporation require an affirmative vote of at least 66 2/3% of outstanding Common Stock.June 20, 2023High threshold for amendments provides stability but makes it more challenging for stockholders to initiate significant changes to governance documents.
Board VacanciesVacancies and newly created directorships are filled exclusively by the affirmative vote of a majority of directors then in office, not by stockholders.June 20, 2023Maintains board control over its own composition, potentially limiting shareholder influence on director appointments.
Exclusive Forum ProvisionsDesignates the Delaware Court of Chancery as the exclusive forum for substantially all stockholder litigation matters and federal district courts for Securities Act claims.June 20, 2023Aims to centralize litigation in specific courts, potentially limiting stockholders' ability to choose a favorable forum and discouraging certain lawsuits, though enforceability is subject to legal challenge.
Indemnification of Directors and OfficersDirectors and officers will be indemnified and advanced expenses to the fullest extent authorized by the DGCL, with no personal liability for monetary damages for breach of fiduciary duty except as not permitted by DGCL.June 20, 2023Intended to attract and retain talented management, but may discourage stockholders from bringing lawsuits and could adversely affect investment if the company pays settlement costs.
Clawback PolicyAdopted a Policy for the Recovery of Erroneously Awarded Compensation, allowing recovery of incentive-based compensation from Executive Officers in the event of an Accounting Restatement.October 2, 2023Enhances corporate accountability and aligns executive compensation with financial reporting accuracy, in compliance with Nasdaq rules and SEC regulations.

Legal Proceedings

  • The company is involved in routine litigation or subject to disputes or claims related to business activities, including workers' compensation claims and employment-related disputes, which management believes will not have a material adverse effect.
  • A subsidiary, Extreme Technologies, LLC, is the plaintiff in a patent infringement claim against Stabil Drill Specialties, LLC, filed in 2019. On September 23, 2024, the U.S. District Court granted Stabil Drill's motion for summary judgment of non-infringement. Extreme appealed the ruling to the Federal Circuit on October 22, 2024. The results or costs of further litigation on appeal may have an adverse effect on the business.

Related Party Transactions

  • Management fees of approximately $0.8 million were paid to Hicks Holdings Operating LLC, a shareholder, for both 2025 and 2024.
  • Director fees of approximately $0.5 million were paid to the Board of Directors in 2025, compared to $0.6 million in 2024.
  • A related party note receivable with Tronco Energy Corporation (an entity owned by company employees) had a carrying value of $5.4 million as of December 31, 2025. The first annual payment due on July 31, 2025, was deferred because the 20-day volume-weighted average price of DTI fell below $3.20 per share.

Stakeholder Impact

  • Shareholders: Experience a net loss in 2025 and a decline in cash and cash equivalents, potentially impacting stock valuation. The share repurchase program could offer some support, but the deferral of a related party note payment and goodwill impairment are negative signals. Dilution risk exists from potential future equity issuances.
  • Employees: Increased headcount due to acquisitions, particularly in the Eastern Hemisphere. The company's commitment to safety (Safety Now program) benefits employee well-being. However, increased costs and potential restructuring charges could impact employment stability.
  • Customers: Benefit from expanded global footprint, diverse rental tool fleet, and advanced technologies through acquisitions. The COMPASS system aims to optimize service. However, declining rig counts in both hemispheres suggest reduced demand from customers, and potential cost increases due to inflation could be passed on.
  • Suppliers: The company's ability to source tools at reasonable cost is critical, and inflation and supply chain issues could impact relationships and costs.
  • Creditors: The company's credit facility and term loan mature in March 2029, and a promissory note matures in December 2029. Increased interest expense and a net loss could raise concerns, though operating cash flow improved.

Next Steps

  • Maximize the profitability of the core rental tool business.
  • Commercialize new high-value rental tools to enhance drilling efficiency.
  • Extend reach into other segments of a well's lifecycle, such as completion and production.
  • Expand geographically, particularly internationally, while maintaining North American leadership.
  • Grow sales to E&P operators, aiming to increase their contribution beyond 45% of revenue.
  • Continue pursuing accretive acquisitions in the downhole rental tool sector.
  • Monitor and manage the impact of global inflation on costs and demand for services.
  • Address the ongoing patent litigation for Extreme Technologies, LLC against Stabil Drill Specialties, LLC.

Key Dates

DateDescription
1984Founding of Directional Rentals, Inc., the company's original name.
2012Company revenue was $35 million; served only a single GOM project.
2013Began operating under a first call supply agreement with one of its largest customers.
2014Directional Rentals, Inc. changed its name to Drilling Tools International, Inc.; E&P operators accounted for less than 10% of revenue.
March 14, 2025Date of Weaver and Tidwell, L.L.P.'s audit report for the years ended December 31, 2024 and 2023.
March 15, 2024Company refinanced its revolving credit facility and entered into a Second Amended and Restated Revolving Credit, Term Loan and Security and Guaranty Agreement with PNC Bank, National Association; also the acquisition date of Casing Technologies Group Limited (CTG).
March 6, 2024Company entered into the Merger Agreement with Superior Drilling Products, Inc. (SDPI).
June 20, 2023Merger transaction between Drilling Tools International Holdings, Inc. (DTIH), ROC Energy Acquisition Corp (ROC), and ROC Merger Sub, Inc. was completed; ROC changed its name to Drilling Tools International Corporation; company adopted the 2023 Omnibus Incentive Plan.
June 21, 2023Common stock of DTIC commenced trading on Nasdaq under the symbol 'DTI'.
July 31, 2024Closing date of the merger with Superior Drilling Products, Inc. (SDPI); Company entered into the Sixth Amendment and Restated Promissory Note with Tronco Energy Corporation.
September 23, 2024U.S. District Court for the Southern District of Texas granted Stabil Drill Specialties, LLC's motion for summary judgment of non-infringement in a patent lawsuit against Extreme Technologies, LLC.
September 30, 2024Acquisition date of European Drilling Projects B.V. (EDP).
October 3, 2024Closing date of the acquisition of European Drilling Projects B.V. (EDP).
October 22, 2024Extreme Technologies appealed the summary judgment ruling to the Federal Circuit.
January 1, 2025Company realigned its reportable segments into Western Hemisphere and Eastern Hemisphere; adopted ASU 2023-09, Income Taxes (Topic 740) prospectively.
January 2, 2025Company completed the acquisition of Titan Tools Group Limited.
Early January 2025President Biden issued executive actions indefinitely banning new offshore oil and gas drilling across federal waters.
Later January 2025President Trump signed executive orders reversing Biden's offshore drilling bans; President Trump issued several executive orders aimed at increasing oil and gas development within the United States.
February 2025Environmental groups filed lawsuits aiming to reinstate Biden's bans on new offshore oil and gas drilling.
April 22, 2025First Amendment to the Promissory Note related to the EDP acquisition was entered into, reducing the balance by $0.3 million.
May 13, 2025Company announced a share repurchase program of up to $10.0 million.
May 16, 2025Michael Domino, President, Directional Tool Rentals Division, adopted a pre-arranged Rule 10b5-1 trading plan.
May 22, 2025Company, through DTI Canada 1, LLC, entered into a Joint Venture and Shareholders Agreement with Upstream Energy SDN. BHD. to form Drilling Tools International SDN. BHD. (DTI Malaysia).
July 4, 2025The One Big Beautiful Bill Act (OBBBA) was enacted in the U.S., including significant tax provisions.
July 31, 2025First payment due on the related party note receivable from Tronco Energy Corporation was deferred.
December 31, 2025Fiscal year end for this annual report; closing price of Common Stock was $2.45 per share; 29,768,568 shares of Common Stock issued and outstanding.
March 3, 2026Number of shares of Registrant's Common Stock outstanding was 35,185,760.
March 6, 2026Date of Grant Thornton LLP's audit report for the year ended December 31, 2025; date of Weaver and Tidwell, L.L.P.'s consent for Note 17.
December 31, 2026Expected date the company will no longer qualify as an emerging growth company.
January 1, 2027Effective date for ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures, for the company's annual reporting period.
January 1, 2028Effective date for ASU 2024-03 for the company's interim reporting periods.
March 2029Maturity date for the Revolving Line of Credit and Term Loan under the Credit Facility Agreement.
December 2029Maturity date for the Promissory Note related to the EDP acquisition.

Recommendation

hold

The filing presents a mixed financial picture. While revenue growth and strong operating cash flow are positive, the shift to a net loss, significant goodwill impairment, and declining segment EBITDA in the Eastern Hemisphere despite revenue growth, indicate underlying profitability challenges and integration costs from recent acquisitions. The deferral of a related party note payment also raises a minor concern. The company's strategic expansion and safety improvements are commendable, but the overall financial performance for 2025 suggests a 'hold' recommendation until there is clearer evidence of sustained profitability and successful integration of acquired assets translating into improved bottom-line results.

Keywords

Oilfield Services, Drilling Tools, Rental Equipment, Horizontal Drilling, Directional Drilling, Wellbore Optimization, SEC Filing, 10-K, Energy Sector, Oil & Gas, Nasdaq DTI, Acquisitions, Financial Performance, Corporate Governance, Risk Factors

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