OIS.NYSEOil States International, INC
10-K/A: Oil States International Amends 10-K, Reveals Deep 2025 Losses
Sentiment:
Annual Report Amendment
Oil States International, Inc. filed an amended annual report for 2025, correcting an auditor's report date while disclosing significant net losses and asset impairments.
Capital raiseOn January 28, 2026, the company entered into a new Cash Flow Credit Agreement, providing total commitments of $125.0 million.This includes a $75.0 million revolving credit facility and a $50.0 million multi-draw term loan facility.The credit facilities mature on January 28, 2030.As of February 20, 2026, $112.9 million was available to be drawn under the new credit agreement.
Worse than expectedNet loss significantly widened to $109.4 million in 2025 from $11.3 million in 2024, indicating a substantial deterioration in profitability.Operating loss increased to $98.0 million in 2025 from $1.7 million in 2024.Total revenues continued a downward trend, decreasing to $669.0 million in 2025 from $692.6 million in 2024.The company recognized substantial asset impairment charges of $100.3 million in 2025, reflecting significant write-downs of asset values, particularly in the Downhole Technologies segment.
Summary
- Oil States International, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, primarily to correct a clerical error in the date of the Report of Independent Registered Public Accounting Firm by Ernst & Young LLP.
- The company reported a net loss of $109.4 million for the year ended December 31, 2025, a substantial increase from the $11.3 million net loss in 2024 and a reversal from the $12.9 million net income in 2023.
- Operating loss for 2025 was $98.0 million, compared to an operating loss of $1.7 million in 2024 and an operating income of $23.2 million in 2023.
- Total revenues decreased to $669.0 million in 2025 from $692.6 million in 2024 and $782.3 million in 2023, indicating a continued decline in sales.
- The company recognized significant long-lived and other asset impairments totaling $100.3 million in 2025, including $80.2 million in intangible assets, $8.6 million in property, plant, and equipment, $4.4 million in operating lease assets, $7.1 million in assets held for sale, and $20.8 million in inventory impairments.
- Basic net loss per share was $1.86 in 2025, worsening from a loss of $0.18 in 2024 and a gain of $0.20 in 2023.
- Net cash flows provided by operating activities significantly increased to $105.1 million in 2025, up from $45.9 million in 2024.
- Total long-term debt decreased substantially from $124.7 million in 2024 to $1.7 million in 2025, with the current portion of long-term debt increasing to $53.4 million in 2025 from $0.6 million in 2024.
- The Downhole Technologies segment recorded a pre-tax operating loss of $124.3 million in 2025, largely due to $113.0 million in asset impairment and other charges.
- The company repurchased 3.3 million shares of common stock for $16.6 million in 2025, with $24.7 million remaining under its share repurchase authorization as of December 31, 2025.
- A new Cash Flow Credit Agreement was entered into on January 28, 2026, providing $125.0 million in total commitments, replacing the previous ABL Facility.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to the substantial net loss, significant asset impairments, and continued revenue decline in 2025, despite improved operating cash flow and debt restructuring.
Positives
- Net cash flows provided by operating activities significantly increased to $105.1 million in 2025 from $45.9 million in 2024, indicating improved operational cash generation.
- Long-term debt was substantially reduced from $124.7 million in 2024 to $1.7 million in 2025, improving the company's long-term financial leverage.
- The company entered into a new Cash Flow Credit Agreement on January 28, 2026, providing $125.0 million in total commitments, enhancing liquidity and financial flexibility with $112.9 million available to be drawn as of February 20, 2026.
- Currency translation adjustments contributed positively to other comprehensive income by $13.3 million in 2025, primarily due to the strengthening of the British pound and Brazilian real against the U.S. dollar.
Negatives
- Reported a significant net loss of $109.4 million in 2025, a substantial deterioration from the $11.3 million net loss in 2024 and a reversal from the $12.9 million net income in 2023.
- Operating loss widened to $98.0 million in 2025 from $1.7 million in 2024, reflecting severe operational challenges.
- Total revenues continued to decline, reaching $669.0 million in 2025, down from $692.6 million in 2024 and $782.3 million in 2023.
- Incurred substantial long-lived and other asset impairments totaling $100.3 million in 2025, primarily within the Downhole Technologies segment, indicating a significant write-down of asset values.
- Basic net loss per share worsened to $1.86 in 2025 from a loss of $0.18 in 2024.
- The Downhole Technologies segment experienced a pre-tax operating loss of $124.3 million in 2025, heavily impacted by $113.0 million in asset impairment and other charges.
- Inventory impairment charges of $20.8 million were recognized in 2025 within the Downhole Technologies segment due to decisions to exit certain products and changes in market expectations.
- The current portion of long-term debt increased significantly to $53.4 million in 2025, indicating a large portion of debt maturing in the near term.
Risks
- Estimates for total costs and profit on project-driven contracts, particularly for custom engineered products in the Offshore Manufactured Products segment, involve significant judgment and can materially affect revenue recognition and profitability.
- The recoverability of long-lived assets is subject to events or changes in circumstances, such as industry outlook, demand, and pricing, which could lead to further impairment losses.
- Concentration of credit risk in the worldwide oil and gas industry exposes the company to adverse economic conditions or downturns in this sector.
- The calculation of tax liabilities involves assessing uncertainties regarding complex tax regulations, and tax returns are subject to examination or audit, potentially leading to adjustments.
- Contingent liabilities and future claims, including litigation, insurance claims, and contractual obligations, could result in material adverse effects on financial position, results of operations, or liquidity if not adequately covered by accruals or insurance.
- Fluctuations in currency exchange rates for international operations expose revenues, earnings, and net investments to changes, potentially impacting financial results.
- The company's ability to maintain financial covenants under the new Cash Flow Credit Agreement, including interest coverage ratio and total net leverage ratio, is critical to avoid default and acceleration of debt repayment.
Future Outlook
The filing does not provide explicit forward-looking statements or guidance beyond the standard legal disclaimers. However, the company's new Cash Flow Credit Agreement, maturing in January 2030, indicates a long-term financing strategy. The company expects to recognize approximately 35% of its $322.5 million backlog related to long-term contracts as revenue in 2026.
Industry Context
StockSavvy.ai notes that the significant asset impairments, particularly within the Downhole Technologies segment, and the overall decline in revenues and profitability, suggest a challenging operating environment within the worldwide oil and gas industry. The company's strategic decision to exit certain product offerings and consolidate facilities aligns with broader industry trends of cost rationalization and adaptation to evolving market demands, especially in the face of lower demand or pricing for specific products and services.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Certification Filing | CEO and CFO certifications pursuant to Rules 13a-14(a) or 15d-14(a) and 18 U.S.C. § 1350 were filed with this amendment, affirming the accuracy and completeness of the financial statements and the effectiveness of disclosure controls and internal control over financial reporting. | March 26, 2026 | Ensures continued compliance with Sarbanes-Oxley Act requirements and provides assurance regarding financial reporting integrity, despite the underlying negative financial performance. |
Legal Proceedings
- The company is a party to various pending or threatened claims, lawsuits, and administrative proceedings, but management believes any ultimate liability will not have a material adverse effect on the consolidated financial position, results of operations, or liquidity, to the extent not covered by insurance.
Stakeholder Impact
- Shareholders are negatively impacted by the significant net loss of $109.4 million and the decline in basic EPS to $(1.86), which could lead to decreased share value.
- Creditors benefit from the substantial reduction in long-term debt and the establishment of a new credit agreement, which provides clearer financial covenants and liquidity.
- Employees in segments affected by facility consolidations, exits of service offerings, and product discontinuations (e.g., Downhole Technologies, Completion and Production Services) may face job insecurity or changes in roles.
- Customers may experience changes in product availability or service offerings due to the company's strategic decisions to exit certain products and services, particularly in the Downhole Technologies segment.
Next Steps
- The company will continue to operate under the new Cash Flow Credit Agreement, which matures on January 28, 2030.
- Approximately 35% of the $322.5 million backlog related to long-term contracts is expected to be recognized as revenue in 2026.
- The company will continue its share repurchase program, with $24.7 million remaining under authorization as of December 31, 2025.
- The 4.75% convertible senior notes due 2026 will mature on April 1, 2026, unless earlier repurchased, redeemed, or converted.
Key Dates
| Date | Description |
|---|---|
| December 31, 2022 | Balance of stockholders equity. |
| April 25, 2013 | Filing date of the Company's Quarterly Report on Form 10Q for the quarter ended March 31, 2013, referencing the Deferred Compensation Plan effective January 1, 2012. |
| February 21, 2014 | Filing date of the Company's Annual Report on Form 10K for the year ended December 31, 2013, referencing the Third Amendment to Credit Agreement dated February 16, 2014. |
| February 17, 2017 | Filing date of the Company's Annual Report on Form 10K for the year ended December 31, 2016, referencing the Annual Incentive Compensation Plan dated January 1, 2017. |
| February 21, 2020 | Filing date of the Company's Annual Report on Form 10-K for the year ended December 31, 2019, referencing the Description of Common Stock. |
| May 1, 2020 | Filing date of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, referencing the Annual Incentive Compensation Plan dated January 1, 2020. |
| February 12, 2021 | Filing date of the Company's Current Report on Form 8-K, referencing the Asset-based Credit Agreement dated February 10, 2021. |
| March 19, 2021 | Date of the indenture for the 4.75% convertible senior notes due 2026. |
| March 22, 2021 | Filing date of the Company's Current Report on Form 8-K, referencing the Indenture dated March 19, 2021. |
| April 29, 2021 | Filing date of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, referencing the Form of Cash Award Agreement. |
| May 28, 2021 | Filing date of the Company's Registration Statement on Form S-8, referencing the Amended and Restated Equity Participation Plan and Form of Employee Nonqualified Stock Option Agreement. |
| February 22, 2022 | Filing date of the Company's Annual Report on Form 10K for the year ended December 31, 2021, referencing the Form of Deferred Stock Award Election. |
| May 13, 2022 | Filing date of the Company's Current Report on Form 8K, referencing the Executive Agreement with Brian E. Taylor effective May 10, 2022. |
| December 13, 2022 | Date of the Second Amendment to Credit Agreement. |
| February 17, 2023 | Filing date of the Company's Annual Report on Form 10-K for the year ended December 31, 2022, referencing the Fifth Amended and Restated Bylaws and Second Amendment to Credit Agreement. |
| July 27, 2023 | Filing date of the Company's Quarterly Report on Form 10Q for the quarter ended June 30, 2023, referencing the Amended and Restated Certificate of Incorporation. |
| December 31, 2023 | Fiscal year end for financial statements and balance of stockholders equity. |
| February 21, 2024 | Filing date of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, referencing the Incentive-Based Compensation Recoupment Policy. |
| February 16, 2024 | Date of the Third Amendment to Credit Agreement. |
| March 31, 2024 | End of first fiscal quarter 2024, when goodwill of $10.0 million was reassigned and fully impaired in the Downhole Technologies segment. |
| August 2024 | Sale of remaining drilling rigs in the Completion and Production Services segment. |
| October 2024 | Company's Board of Directors terminated existing common stock repurchase program and replaced it with a new $50.0 million authorization through October 2026. |
| December 31, 2024 | Fiscal year end for financial statements and balance of stockholders equity. |
| February 21, 2025 | Original date of Ernst & Young LLP's report on consolidated financial statements for the period ended December 31, 2024. Also filing date of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, referencing the Insider Trading Policy. |
| May 1, 2025 | Filing date of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, referencing the Form of Restricted Stock Agreement and Form of Performance Award Agreement. |
| June 30, 2025 | Aggregate market value of voting and non-voting common stock held by non-affiliates was $303,757,961. |
| July 28, 2025 | Date of the Fifth Amendment to Credit Agreement and First Amendment to the Guaranty and Security Agreement, amending the ABL Facility. |
| July 31, 2025 | Filing date of the Company's Quarterly Report on Form 10-Q, referencing the Fifth Amendment to Credit Agreement dated July 28, 2025. |
| September 30, 2025 | End of third fiscal quarter 2025, when the Completion and Production Services segment exited a service offering. |
| October 31, 2025 | Filing date of the Company's Quarterly Report on Form 10Q for the quarter ended September 30, 2025, referencing the Form of Non-Employee Director Deferred Stock Grant Notice and Agreement and Form of Non-Employee Director Restricted Stock Agreement. |
| December 1, 2025 | Date of the company's annual qualitative assessment of goodwill and assessment of long-lived assets within the Downhole Technologies segment. |
| December 31, 2025 | Fiscal year end for the Annual Report on Form 10-K/A. |
| January 28, 2026 | Date the company entered into an amended and restated cash-flow based credit agreement (Cash Flow Credit Agreement), replacing the ABL Facility. Also filing date of the Company's Current Report on Form 8-K, referencing the Amended and Restated Credit Agreement dated January 28, 2026. |
| February 20, 2026 | Number of shares of common stock outstanding was 60,206,305. Also, date of available funds under the new Cash Flow Credit Agreement. |
| March 4, 2026 | Original filing date of the Annual Report on Form 10-K for the year ended December 31, 2025. Also, date of the Report of Independent Registered Public Accounting Firm by Deloitte & Touche LLP for the period ended December 31, 2025. Also, date directors signed the Power of Attorney. |
| March 26, 2026 | Filing date of this Amendment No. 1 to the 2025 Form 10-K. Also, date of the Consent of Independent Registered Public Accounting Firm by Ernst & Young LLP. Also, date of CEO and CFO certifications. |
| April 1, 2026 | Maturity date for the 4.75% convertible senior notes due 2026. |
| July 28, 2026 | Availability period for the multi-draw term loan facility under the new Cash Flow Credit Agreement. |
| January 28, 2030 | Maturity date for the revolving credit facility and multi-draw term loan facility under the new Cash Flow Credit Agreement. |
Recommendation
sellThe significant net loss of $109.4 million, coupled with substantial asset impairments totaling over $100 million and a continued decline in revenues, indicates severe operational and financial challenges. While operating cash flow improved and long-term debt was reduced, the magnitude of the losses and write-downs suggests fundamental issues in core business segments. A seasoned investor would view these results as a strong negative signal, warranting a 'sell' recommendation due to deteriorating profitability and asset value, despite the technical nature of the 10-K/A filing.
Keywords
Oil States International, OIS, SEC Filing, 10-K/A, Annual Report Amendment, Financial Results 2025, Net Loss, Asset Impairments, Oil and Gas Services, Offshore Manufactured Products, Downhole Technologies, Completion and Production Services, Credit Agreement, Debt, Share Repurchase
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