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Item 5. Market for Registrant’s Common Equity

2021-02-22 compared with 2020-02-21 · 80 added, 47 removed, 73 unchanged (64% of the section changed)

6 unchanged sentences

We have not declared or paid any cash dividends on our common stock since our initial public offering in 2001 and our Revolving Credit Facility limits the payment of dividends.

For additional discussion of such restrictions, please see "Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations." Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board of Directors considers relevant.

For additional discussion of such restrictions, see "Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.

Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our Board of Directors considers relevant.

Performance Graph

The following graph and table compare the cumulative five-year total stockholder return on the Company's common stock relative to the cumulative total returns of the Standard & Poor's 500 Stock Index, the PHLX Oil Service Sector index, an index of oil and gas related companies that represent an industry composite of the Company's peer group, and a customized peer group of sixteen and thirteen companies, with the individual companies listed in footnote (2) and (3) below, respectively, for the period from December 31, 2014 to December 31, 2019 .

The graph and chart show the value at the dates indicated of $100 invested at December 31, 2014 and assume the reinvestment of all dividends.

The following graph and table compare the cumulative five-year total stockholder return on our common stock relative to the cumulative total returns of the Standard & Poor's 500 Stock Index, the PHLX Oil Service Sector index, an index of oil and gas related companies that represent an industry composite of our peer group, and a customized peer group of sixteen and thirteen companies, with the individual companies listed in footnote (2) and (3) below, respectively, for the period from December 31, 2015 to December 31, 2020.

The graph and chart show the value at the dates indicated of $100 invested as of December 31, 2015 and assume the reinvestment of all dividends.

The stockholder return set forth below is not necessarily indicative of future performance.

The following graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Oil States specifically incorporates it by reference into such filing.

The following graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that Oil States specifically incorporates it by reference into such filing.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)

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the PHLX Oil Service Sector Index, Old Peer Group (2) and New Peer Group (3)

2015 2016 2017 2018 2019 2020

Oil States International, Inc.

$ 100.00 $ 143.12 $ 103.85 $ 52.40 $ 59.85 $ 18.42

Old Peer Group (2)

$ 100.00 $ 124.38 $ 108.02 $ 62.89 $ 58.88 $ 34.80

New Peer Group (3)

$ 100.00 $ 124.38 $ 109.20 $ 63.93 $ 62.11 $ 35.50

PHLX Oil Service Sector $ 100.00 $ 118.98 $ 98.51 $ 53.97 $ 53.67 $ 31.09

S&P 500 $ 100.00 $ 111.96 $ 136.40 $ 130.42 $ 171.49 $ 203.04

____________________

1 unchanged sentence

Fiscal year ended December 31.

The fifteen companies included in the Company's first customized peer group ("Old Peer Group") are:

Archrock, Inc., Carbo Ceramics Inc., Core Laboratories N.V., Dril-Quip, Inc., Forum Energy Technologies, Inc., Franks International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Key Energy Services, Inc., McDermott International Inc., Oceaneering International, Inc., Patterson-UTI Energy, Inc., RPC, Inc., Superior Energy Services, Inc.

and Tidewater Inc.

The thirteen companies included in the Company's second customized peer group ("New Peer Group") are:

(2) The thirteen companies included in our first customized peer group ("Old Peer Group") are:

Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Exterran Corporation, Forum Energy Technologies, Inc., Franks International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Key Energy Services, Inc., Newpark Resources, Oceaneering International, Inc., RPC, Inc., and Superior Energy Services, Inc.

(3) The fourteen companies included in our second customized peer group ("New Peer Group") are:

Apergy Corporation (acquired by ChampionX Corporation), Archrock, Inc., ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., Exterran Corporation, Forum Energy Technologies, Inc., Franks International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Oceaneering International, Inc., RPC, Inc., and Superior Energy Services, Inc.

Information used in the graph and table was obtained from Research Data Group, Inc., a source believed to be reliable, but we are not responsible for any errors or omissions in such information.

2 unchanged sentences

Purchases of Equity Securities by the Issuer and Affiliated Purchases

Total Number of Shares Purchased (1)

Period Total Number of Shares Purchased (1)

Average Price Paid per Share (1)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)

October 1 through October 31, 2020 — $ — — $ —

1 unchanged sentence

December 1 through December 31, 2020 — — — —

Total — $ — —

____________________

(1) No shares were purchased during the three-month period ended December 31, 2020.

We maintain a share repurchase program providing for the repurchase of up to $150 million of our common stock, which, following extension, was scheduled to expire on July 29, 2019.

On July 24, 2019, our Board of Directors extended the share repurchase program for one year to July 29, 2020.

(2) We maintained a share repurchase program providing for the repurchase of up to $150 million of our common stock, which was allowed to expire on July 29, 2020.

Selected Financial Data

1 unchanged sentence

The following data should be read in conjunction with "Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's Consolidated Financial Statements and related notes included in "Part II, Item 8.

Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and related notes included in "Part II, Item 8.

Financial Statements and Supplementary Data" of this Annual Report on Form 10‑K in order to understand factors, such as business combinations, charges and credits, financing transactions and changes in tax regulations, which may impact the comparability of the selected financial data.

2 unchanged sentences

Year Ended December 31,

2020 2019 2018 2017 2016

Statement of Operations Data:

$ 638,075 $ 1,017,354 $ 1,088,133 $ 670,627 $ 694,444

Costs and expenses:

Product and service costs (exclusive of depreciation and amortization expense presented below) (1)

561,805 802,589 834,513 520,755 526,770

Selling, general and administrative expenses

94,102 122,932 138,070 114,816 124,033

Depreciation and amortization expense

Impairment of goodwill (1)

Impairment of fixed assets (2)

98,543 123,319 123,530 107,667 118,720

Impairments of goodwill (2)

406,056 165,000 — — —

Impairments of fixed and lease assets (3)

12,447 33,697 — — —

Other operating (income) expense, net (538) (2,003) (2,104) 1,261 (5,796)

Operating income (loss)

1,172,415 1,245,534 1,094,009 744,499 763,727

Operating loss (534,340) (228,180) (5,876) (73,872) (69,283)

Interest expense, net

(13,869) (17,636) (18,995) (4,315) (4,944)

Other income, net (4)

Income (loss) from continuing operations before income taxes

13,880 5,089 3,139 775 902

Loss before income taxes (534,329) (240,727) (21,732) (77,412) (73,325)

Income tax benefit (provision) (5)

Net income (loss) from continuing operations

Net income (loss) from discontinued operations, net of tax

Net income (loss)

Basic and diluted net income (loss) per share from:

Continuing operations

Discontinued operations

Net income (loss)

65,946 8,919 2,627 (7,438) 26,939

Net loss from continuing operations (468,383) (231,808) (19,105) (84,850) (46,386)

Net loss from discontinued operations, net of tax — — — — (4)

Net loss $ (468,383) $ (231,808) $ (19,105) $ (84,850) $ (46,390)

Net loss per share:

Basic $ (7.83) $ (3.90) $ (0.33) $ (1.69) $ (0.92)

Diluted (7.83) (3.90) (0.33) (1.69) (0.92)

Weighted average number of common shares outstanding:

Basic 59,812 59,379 58,712 50,139 50,174

Diluted 59,812 59,379 58,712 50,139 50,174

Year Ended December 31,

2020 2019 2018 2017 2016

Net cash provided by operating activities $ 132,755 $ 137,432 $ 103,170 $ 95,382 $ 149,257

Net cash used in investing activities, including acquisition of businesses and capital expenditures

Net cash provided by (used in) financing activities

Net cash used in investing activities, including capital expenditures and acquisition of businesses (2018) (3,729) (51,982) (461,375) (47,615) (29,292)

Net cash (used in) provided by financing activities (65,017) (95,908) 324,058 (65,060) (84,875)

EBITDA, as defined (6)

17,016 98,925 120,793 34,570 50,339

Capital expenditures 12,749 56,116 88,024 35,171 29,689

3 unchanged sentences

As of December 31,

2020 2019 2018 2017 2016

Balance Sheet Data:

2 unchanged sentences

Property, plant and equipment, net (3)

383,562 459,724 540,427 498,890 553,402

Operating lease assets (7)

33,140 43,616 — — —

Intangible assets, including goodwill (2)

282,238 712,397 902,319 318,274 316,115

Total assets 1,152,260 1,727,867 2,003,821 1,301,511 1,383,898

Long-term debt, excluding current portion 165,759 222,552 306,177 4,870 45,388

Long-term operating lease liabilities, excluding current portion (7)

29,166 35,777 — — —

Total stockholders' equity 757,631 1,223,967 1,439,768 1,132,713 1,204,307

We believe that net income (loss) attributable to continuing operations is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most directly comparable to EBITDA as defined.

The following table reconciles EBITDA as defined with our net income (loss) attributable to continuing operations, as derived from our financial information (in thousands):

We believe that net loss is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most directly comparable to EBITDA as defined.

The following table reconciles EBITDA as defined with our net loss, as derived from our financial information (in thousands):

Year Ended December 31,

Net income (loss) from continuing operations

2020 2019 2018 2017 2016

Net loss $ (468,383) $ (231,808) $ (19,105) $ (84,850) $ (46,386)

Depreciation and amortization expense 98,543 123,319 123,530 107,667 118,720

Impairment of goodwill (1)

Impairment of fixed assets (2)

Impairments of goodwill (2)

406,056 165,000 — — —

Impairments of inventories (1)

31,151 — — — —

Impairments of fixed and lease assets (3)

12,447 33,697 — — —

Gains of extinguishment of 1.50% convertible senior notes (10,721) — — — —

Interest expense, net 13,869 17,636 18,995 4,315 4,944

Income tax provision (benefit) (5)

(65,946) (8,919) (2,627) 7,438 (26,939)

EBITDA, as defined (6)

$ 17,016 $ 98,925 $ 120,793 $ 34,570 $ 50,339

During 2019, our Downhole Technologies segment recognized a non-cash impairment charge of $165.0 million to partially reduce the carrying value of the segment's goodwill.

See Note 6 , "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.

During 2019, our Drilling Services business recognized a non-cash impairment charge of $33.7 million to decrease the carrying value of the business' fixed assets to their estimated fair value.

See Note 4 , "Details of Selected Balance Sheet Accounts," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.

During 2017, we recorded a provisional non-cash charge of $28.2 million associated with U.S.

income tax legislation enacted in December 2017.

During 2018, we adjusted our 2017 provisional estimate and recorded a tax benefit of $5.8 million following the issuance of updated guidance with respect to this U.S.

income tax legislation.

See Note 9 , "Income Taxes," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.

The term EBITDA as defined consists of net income (loss) attributable to continuing operations plus depreciation and amortization expense, non-cash impairments of goodwill and fixed assets, interest expense, net, and income tax provision (benefit).

____________________

(1) During 2020, we recognized non-cash inventory impairment charges totaling $31.2 million ($17.9 million in product costs and $13.3 million in service costs).

(2) During 2020, we recognized non-cash goodwill impairment charges totaling $406.1 million to reduce the carrying value of our reporting units to their estimated fair value.

During 2019, our Downhole Technologies segment recognized a non-cash goodwill impairment charge of $165.0 million to reduce the carrying value of the unit to its estimated fair value.

(3) During 2020, we recognized non-cash impairment charges totaling $12.4 million to reduce the carrying value of our fixed assets and leases to their estimated realizable value.

During 2019, our Drilling Services business recognized a non-cash impairment charge of $33.7 million to reduce the carrying value of the business' fixed assets to their estimated realizable value.

(4) During 2020, we recognized non-cash gains of $10.7 million in connection with our purchases of $34.9 million principal amount of the Notes.

(5) During 2020, we recognized discrete tax benefits totaling $16.4 million related to U.S.

net operating loss carrybacks under provisions of the Coronavirus Aid, Relief and Economic Security ("CARES") Act.

During 2018, we adjusted our 2017 provisional estimate associated with U.S.

income tax legislation enacted in December 2017 and recorded a tax benefit of $5.8 million.

(6) The term EBITDA as defined consists of net loss plus depreciation and amortization expense, non-cash impairments of inventory, goodwill, fixed asset and leases, interest expense, net, non-cash gains on extinguishment of debt and income tax benefit.

EBITDA as defined does not give effect to cash used for debt service requirements, reinvestment or other discretionary uses and is not a measure of financial performance under generally accepted accounting principles.

You should not consider it in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity.

We have included EBITDA as defined as a supplemental disclosure because our management believes that EBITDA as defined provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates.

You should not consider it in isolation from or as a substitute for net loss or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity.

We have included EBITDA as defined as a supplemental disclosure because we believe that EBITDA as defined provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates.

We use EBITDA as defined to compare and to monitor the performance of our business segments to other comparable public companies and as a benchmark for the award of incentive compensation under our annual incentive compensation plan.

On January 1, 2019, we adopted the new accounting guidance for leases, which requires the recognition of lease assets and lease liabilities for all leases that are not short-term in nature.

(7) On January 1, 2019, we adopted the revised accounting guidance for leases, which required the recognition of lease assets and lease liabilities for all leases that are not short-term in nature.

Prior periods were not retrospectively adjusted.

See Note 3 , "Recent Accounting Pronouncements," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion.

See Note 3, "Asset Impairments and Other Charges," Note 4, "Details of Selected Balance Sheet Accounts," Note 6, "Goodwill and Other Intangible Assets," Note 7, "Long-term Debt," Note 8, "Operating Leases," and Note 9, "Income Taxes," to the Consolidated Financial Statements included in this Annual Report on Form 10‑K for further discussion of these and other charges and benefits.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity