Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Oil States International, Inc. |
Entity Central Index Key | 0001121484 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | YEAR SUMMARY COMPENSATION TABLE TOTAL COMPENSATION FOR CEO COMPENSATION ACTUALLY PAID TO CEO (1) AVERAGE SUMMARY COMPENSATION TABLE TOTAL COMPENSATION FOR OTHER NEOS ($)(2) AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOS (2) CUMULATIVE TSR (3) PEER GROUP CUMULATIVE TSR (4) NET LOSS CONSOLIDATED 2022 $ 5,584,250 $ 7,421,144 $ 1,832,523 $ 2,297,346 $ 46 $ 102 $ (9.5) $ 74.0 2021 4,761,053 4,904,405 1,234,400 1,325,808 31 56 (64.0) 38.1 2020 5,181,793 270,834 1,573,433 140,629 31 56 (468.4) 26.1 | |||
Company Selected Measure Name | Consolidated Adjusted EBITDA | |||
Named Executive Officers, Footnote [Text Block] | Our CEO, Cindy B. Taylor, was the sole Principal Executive Officer (“PEO”) for purposes of this disclosure for the three years presented. | |||
Peer Group Issuers, Footnote [Text Block] | Peer Group TSR disclosed represents the measurement period value of an investment of $100 in the Peer Group's stock based on a weighted average market capitalization as of the market close on 12/31/2019. Beginning period stock price measurement date of 12/31/2019 and end of period stock price as of 12/31/2020, 12/31/2021 and 12/31/2022. The Company's peer group for 2022 includes Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., NexTier Oilfield Solutions Inc., Newpark Resources, Inc., Oceaneering International, Inc., RPC, Inc., Select Energy Services, Inc. and Tetra Technologies, Inc. The peer group for 2022 includes the removal of Superior Energy Services, Inc. due to limited disclosures for the new management team members post-emergence from bankruptcy and the removal of Exterran Corporation due to the acquisition by Enerflex Ltd. It also includes the addition of NexTier Oilfield Solutions Inc. and Tetra Technologies, Inc. The Company's peer group for 2021 includes Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Expro Group Holdings N.V., Exterran Corporation, Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Inc., Oceaneering International, Inc., RPC, Inc., Select Energy Services, Inc. and Superior Energy Services, Inc. The 2021 peer group includes the removal of ChampionX Corporation (formerly Apergy Corporation) due to its revenue level following its merger with Apergy Corporation and the addition of Select Energy Services, Inc. Using the Company's 2022 peer group, cumulative TSR was $61. The Company's peer group for 2020 includes Apergy Corporation, Archrock, Inc., Core Laboratories N.V., Dril-Quip, Inc., Exterran Corporation, Forum Energy Technologies, Inc., Frank's International N.V., Helix Energy Solutions Group, Inc., Helmerich & Payne, Inc., Newpark Resources, Inc., Oceaneering International, Inc., RPC, Inc., and Superior Energy Services, Inc. The 2020 peer group includes the removal of Key Energy Services, Inc. due to its restructuring and the addition of Apergy Corporation. Using the Company's 2022 peer group, cumulative TSR was $58. | |||
PEO Total Compensation Amount | $ 5,584,250 | $ 4,761,053 | $ 5,181,793 | |
PEO Actually Paid Compensation Amount | $ 7,421,144 | 4,904,405 | 270,834 | |
Adjustment To PEO Compensation, Footnote [Text Block] | 2022 2021 2020 CEO/PEO SUMMARY COMPENSATION TABLE TOTALS $ 5,584,250 $ 4,761,053 $ 5,181,793 Add (Subtract): Fair value of equity awards granted during the year from the Summary Compensation Table (2,699,998) (2,699,999) (2,916,427) Fair value at year end of equity awards granted during the year 3,084,531 2,604,364 810,404 Change in fair value of equity awards granted in prior years that were unvested as of the end of the year 1,221,323 (7,783) (2,262,720) Change in fair value of equity awards granted in prior years that vested during the year 231,038 246,770 (542,216) Equity awards granted in prior years that were forfeited during the year — — — Total Equity Award Related Adjustments 1,836,894 143,352 (4,910,959) COMPENSATION ACTUALLY PAID TOTALS $ 7,421,144 $ 4,904,405 $ 270,834 In contrast to the totals presented above, compensation reported on Ms. C. Taylor's Form W-2's was $3.2 million, $3.2 million and $2.8 million in 2022, 2021 and 2020, respectively. | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,832,523 | 1,234,400 | 1,573,433 | |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,297,346 | 1,325,808 | 140,629 | |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 2022 2021 2020 NON-PEO/OTHER NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS $ 1,832,523 $ 1,234,400 $ 1,573,433 Add (Subtract): Fair value of equity awards granted during the year from the Summary Compensation Table (725,000) (491,251) (834,810) Fair value at year end of equity awards granted during the year 828,254 468,666 244,810 Change in fair value of equity awards granted in prior years that were unvested as of the end of the year 297,515 (1,670) (674,984) Change in fair value of equity awards granted in prior years that vested during the year 64,054 115,663 (167,820) Equity awards granted in prior years that were forfeited during the year — — — Total Equity Award Related Adjustments 464,823 91,408 (1,432,804) AVERAGE COMPENSATION ACTUALLY PAID TOTALS $ 2,297,346 $ 1,325,808 $ 140,629 | |||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Year ended December, Year-over-Year Change ($ in millions, except common stock price) 2022 2021 2020 2022 vs 2021 2021 vs 2020 Financial Results: Net Loss $ (9.5) $ (64.0) $ (468.4) 85 % 86 % Consolidated Adjusted EBITDA $ 74.0 $ 38.1 $ 26.1 94 % 46 % Total Stockholders' Return: Oil States $ 46 $ 31 $ 31 50 % (1) % Peer Groups $ 102 $ 56 $ 56 n.m. n.m. Compensation Actually Paid to: CEO $ 7.4 $ 4.9 $ 0.3 51 % n.m. Other NEOs (average) $ 2.3 $ 1.3 $ 0.1 73 % n.m. Oil States Common Stock Price: Beginning of Year $ 4.97 $ 5.02 $ 16.31 End of Year 7.46 4.97 5.02 Change in stock price 50 % (1) % (69) % | |||
Tabular List [Table Text Block] | Financial Performance Measures Consolidated Adjusted EBITDA Average Liquidity Levels Three-Year Cumulative EBITDA EBITDA Growth Rate Relative Stock Price Performance | |||
Total Shareholder Return Amount | $ 46 | 31 | 31 | |
Peer Group Total Shareholder Return Amount | 102 | 56 | 56 | |
Net Income (Loss) | $ (9,500,000) | $ (64,000,000) | $ (468,400,000) | |
Company Selected Measure Amount | 74,000,000 | 38,100,000 | 26,100,000 | |
PEO Name | Cindy B. Taylor | |||
Additional 402(v) Disclosure [Text Block] | 2020 Discussion The Company's financial results (net loss included significant asset impairment and restructuring charges) and stock price performance in 2020 were adversely impacted by the unprecedented crude oil demand destruction and uncertainties resulting from the COVID-19 pandemic that intensified in March of 2020. Similarly, "compensation actually paid" to each of the Company's NEOs decreased dramatically in 2020. In addition to a 10% reduction in base salary, the fair value of unvested equity awards declined significantly and other performance-based awards were adversely impacted. As a result, "compensation actually paid" in 2020 was below base salary levels for each of the Company’s NEOs. As presented on page 61 2021 Discussion While customer-driven activity improved in 2021 from the low levels of 2020, the Company’s reported results and stock price performance in 2021 continued to reflect the negative impact of the global response to the COVID-19 pandemic, ongoing uncertainties related to future crude oil demand and supply, market pressures driving increased capital discipline and, to a lesser extent, supply chain disruptions. During 2021, the Company continued its restructuring efforts, closed additional facilities and exited certain under-performing service offerings. Additionally, the Company completed two significant financing transactions, which served to extend the maturity profile of the Company’s debt and provide greater access to liquidity. While significant accomplishments were realized in 2021, "compensation actually paid" to the Company's CEO and other NEOs only increased from 2020 due primarily to there being no further material declines in the Company’s stock price year-over-year leading to a reduction in the amount of unrealized losses incurred. See the reconciliations above for further details regarding the impact of unrealized losses on unvested equity awards between 2020 and 2021. 2022 Discussion The Company's financial results and stock price performance improved significantly in 2022 – driven by increased capital investments by our customers, together with internal cost reduction and strict capital discipline measures and other corporate actions. See “Executive Summary” beginning on page 33 | |||
Closing Market Price of Common Stock | 12/31/2022 12/31/2021 12/31/2020 12/31/2019 Closing Market Price of OIS Common Stock $ 7.46 $ 4.97 $ 5.02 $ 16.31 | |||
Stock Price | $ 7.46 | $ 4.97 | $ 5.02 | $ 16.31 |
Net Income Loss, Percent Change From Prior Year | 85% | 86% | ||
Consolidated Adjusted EBITDA | $ 74,000,000 | $ 38,100,000 | $ 26,100,000 | |
Consolidated Adjusted EBITDA, Percent Change From Prior Year | 94% | 46% | ||
TSR, Net Change From Prior Year | 50% | (1.00%) | ||
PEO Actually Paid Compensation Amount, Percent Change From Prior Year | 51% | |||
Non-PEO NEO Average Compensation Actually Paid Amount, Percent Change From Prior Year | 73% | |||
Change in Share Price | 50% | (1.00%) | (69.00%) | |
Reduction in Base Salary | 10% | |||
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Consolidated Adjusted EBITDA | |||
Non-GAAP Measure Description [Text Block] | The Company uses Consolidated Adjusted EBITDA to compare and to monitor the performance of the Company and its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. Consolidated Adjusted EBITDA consists of net income (loss) plus net interest expense, taxes, depreciation and amortization expense, and certain non-cash charges, less gains on extinguishment of 1.50% convertible senior notes and adjustments for certain other items. | |||
Measure [Axis]: 2 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Average Liquidity Levels | |||
Measure [Axis]: 3 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Three-Year Cumulative EBITDA | |||
Measure [Axis]: 4 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | EBITDA Growth Rate | |||
Measure [Axis]: 5 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Relative Stock Price Performance | |||
PEO [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 1,836,894 | $ 143,352 | $ (4,910,959) | |
PEO [Member] | Equity Awards, Fair value of equity awards granted during the year from the Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | (2,699,998) | (2,699,999) | (2,916,427) | |
PEO [Member] | Equity Awards, Fair value at year end of equity awards granted during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 3,084,531 | 2,604,364 | 810,404 | |
PEO [Member] | Equity Awards, Change in fair value of equity awards granted in prior years that were unvested as of the end of the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 1,221,323 | (7,783) | (2,262,720) | |
PEO [Member] | Equity Awards, Change in fair value of equity awards granted in prior years that vested during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 231,038 | 246,770 | (542,216) | |
PEO [Member] | Equity awards granted in prior years that were forfeited during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 0 | 0 | 0 | |
PEO [Member] | Taylor [Member] | Adjustments to compensation excluding equity awards change in fair value of equity awards granted in prior years that vested during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (4,400,000) | |||
Non-PEO NEO [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 464,823 | 91,408 | (1,432,804) | |
Non-PEO NEO [Member] | Equity Awards, Fair value of equity awards granted during the year from the Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | (725,000) | (491,251) | (834,810) | |
Non-PEO NEO [Member] | Equity Awards, Fair value at year end of equity awards granted during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 828,254 | 468,666 | 244,810 | |
Non-PEO NEO [Member] | Equity Awards, Change in fair value of equity awards granted in prior years that were unvested as of the end of the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 297,515 | (1,670) | (674,984) | |
Non-PEO NEO [Member] | Equity Awards, Change in fair value of equity awards granted in prior years that vested during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | 64,054 | 115,663 | (167,820) | |
Non-PEO NEO [Member] | Equity awards granted in prior years that were forfeited during the year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount, Equity Awards | $ 0 | $ 0 | $ 0 |