United States securities and exchange commission logo
September 12, 2022
Lloyd A. Hajdik
Chief Financial Officer
Oil States International, Inc.
Three Allen Center
333 Clay Street, Suite 4620
Houston, TX 77002
Re: Oil States
International, Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Form 10-Q for
interim period ended June 30, 2022
Filed February 22,
2022 and July 28, 2022
Form 8-K filed July
27, 2022
File Nos. 001-16337
Dear Mr. Hajdik:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed July 27, 2022
Exhibit 99.1 Press Release dated July 27, 2022, page 1
1. Your calculations of
Consolidated EBITDA along with your segment non-GAAP
financial measures of
Segment EBITDA and Adjusted Segment EBITDA include
adjustments outside of
interest, taxes, depreciation and amortization. Please revise the
titles of these
non-GAAP financial measures to further distinguish them from EBITDA.
Additionally, in future
periodic filings when presenting segment-based non-GAAP
financial measures,
ensure that such measures are not disclosed more prominently than the
most directly
comparable measure calculated in accordance with GAAP on a segment
basis, which appears to
be Operating income. Refer to Questions 103.01 and 102.10 of the
Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.
Lloyd A. Hajdik
Oil States International, Inc.
September 12, 2022
Page 2
Form 10-Q for interim period ended June 30, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Unaudited Consolidated Results of Operations, page 26
2. We note your statement that you continue to experience impacts of
decreased pricing for
your products due to market and inflationary pressures, supply chain
disruptions, and
others. However we note that your consolidated and segment operating
results do not
appear to quantify these impacts on your revenues or cost of revenues
(exclusive of
depreciation and amortization expense). In future periodic filings,
please discuss
and quantify material changes impacting your results of operations,
including to the extent
possible, how these issues have impacted your revenues, cost of
revenues,
and/or liquidity; refer to Item 303 of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Isaac Esquivel at (202) 551-3395 or Mark Rakip at (202)
551-3573 with
any questions.
FirstName LastNameLloyd A. Hajdik Sincerely,
Comapany NameOil States International, Inc.
Division of
Corporation Finance
September 12, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName