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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-39270
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Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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75-2504748 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
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|
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas
|
|
77064 |
| (Address of principal executive offices) |
|
(Zip Code) |
(281) 765-7100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Common Stock, $0.01 Par Value |
|
PTEN |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
þ |
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Accelerated filer |
o |
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Smaller reporting company |
o |
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| Non-accelerated filer |
o |
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Emerging growth company |
o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
385,167,502 shares of common stock, $0.01 par value, as of July 23, 2025.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed consolidated financial statements include all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share data)
|
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|
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|
June 30, 2025 |
|
December 31, 2024 |
| ASSETS |
|
|
|
| Current assets: |
|
|
|
| Cash, cash equivalents and restricted cash |
$ |
185,891 |
|
|
$ |
241,293 |
|
|
Accounts receivable, net of allowance for credit losses of $14,282 and $15,047 at
June 30, 2025 and December 31, 2024, respectively
|
770,901 |
|
|
763,806 |
|
| Inventory |
163,687 |
|
|
167,023 |
|
| Other current assets |
120,644 |
|
|
123,193 |
|
| Total current assets |
1,241,123 |
|
|
1,295,315 |
|
| Property and equipment, net |
2,835,432 |
|
|
3,010,342 |
|
| Operating lease right of use asset |
41,686 |
|
|
44,385 |
|
| Finance lease right of use asset |
22,671 |
|
|
27,018 |
|
| Goodwill |
487,388 |
|
|
487,388 |
|
| Intangible assets, net |
871,950 |
|
|
929,610 |
|
| Deposits on equipment purchases |
19,017 |
|
|
15,699 |
|
| Other assets |
56,353 |
|
|
23,709 |
|
|
|
|
|
|
|
|
|
| Total assets |
$ |
5,575,620 |
|
|
$ |
5,833,466 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
| Current liabilities: |
|
|
|
| Accounts payable |
$ |
426,509 |
|
|
$ |
421,318 |
|
| Accrued liabilities |
261,653 |
|
|
385,751 |
|
| Operating lease liability |
15,083 |
|
|
13,322 |
|
| Finance lease liability |
13,227 |
|
|
15,214 |
|
| Current maturities of long-term debt |
— |
|
|
6,388 |
|
| Total current liabilities |
716,472 |
|
|
841,993 |
|
| Long-term operating lease liability |
29,591 |
|
|
34,305 |
|
| Long-term finance lease liability |
8,573 |
|
|
10,216 |
|
|
Long-term debt, net of debt discount and issuance costs of $7,002 and $7,637 at
June 30, 2025 and December 31, 2024, respectively
|
1,220,398 |
|
|
1,219,770 |
|
| Deferred tax liabilities, net |
240,142 |
|
|
238,097 |
|
| Other liabilities |
11,771 |
|
|
13,241 |
|
| Total liabilities |
2,226,947 |
|
|
2,357,622 |
|
Commitments and contingencies (see Note 9) |
|
|
|
| Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common stock, par value $0.01; authorized 800,000,000 shares with 523,544,388 and
520,784,783 issued and 385,155,678 and 387,344,755 outstanding at June 30, 2025
and December 31, 2024, respectively
|
5,234 |
|
|
5,206 |
|
| Additional paid-in capital |
6,475,445 |
|
|
6,453,606 |
|
| Retained deficit |
(1,150,176) |
|
|
(1,039,338) |
|
| Accumulated other comprehensive loss |
(1,025) |
|
|
(2,584) |
|
|
Treasury stock, at cost, 138,388,710 and 133,440,028 shares at June 30, 2025 and
December 31, 2024, respectively
|
(1,987,133) |
|
|
(1,951,067) |
|
| Total stockholders’ equity attributable to controlling interests |
3,342,345 |
|
|
3,465,823 |
|
| Noncontrolling interest |
6,328 |
|
|
10,021 |
|
| Total equity |
3,348,673 |
|
|
3,475,844 |
|
| Total liabilities and stockholders’ equity |
$ |
5,575,620 |
|
|
$ |
5,833,466 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
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|
|
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Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Operating revenues: |
|
|
|
|
|
|
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| Drilling Services |
$ |
403,805 |
|
|
$ |
440,289 |
|
|
$ |
816,665 |
|
|
$ |
897,862 |
|
| Completion Services |
719,332 |
|
|
805,373 |
|
|
1,485,412 |
|
|
1,750,370 |
|
| Drilling Products |
88,390 |
|
|
86,054 |
|
|
174,053 |
|
|
176,027 |
|
| Other |
7,793 |
|
|
16,478 |
|
|
23,727 |
|
|
34,295 |
|
| Total operating revenues |
1,219,320 |
|
|
1,348,194 |
|
|
2,499,857 |
|
|
2,858,554 |
|
| Operating costs and expenses: |
|
|
|
|
|
|
|
| Drilling Services |
254,772 |
|
|
261,497 |
|
|
502,401 |
|
|
533,234 |
|
| Completion Services |
619,083 |
|
|
653,240 |
|
|
1,276,764 |
|
|
1,398,834 |
|
| Drilling Products |
49,335 |
|
|
46,147 |
|
|
96,275 |
|
|
94,777 |
|
| Other |
6,173 |
|
|
10,280 |
|
|
15,337 |
|
|
21,458 |
|
| Depreciation, depletion, amortization and impairment |
261,858 |
|
|
267,638 |
|
|
493,724 |
|
|
542,594 |
|
|
|
|
|
|
|
|
|
| Selling, general and administrative |
64,108 |
|
|
64,578 |
|
|
131,038 |
|
|
129,562 |
|
|
|
|
|
|
|
|
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| Merger and integration expense |
488 |
|
|
10,645 |
|
|
920 |
|
|
22,878 |
|
| Other operating expense (income), net |
(7,011) |
|
|
(11,059) |
|
|
(4,061) |
|
|
(17,010) |
|
| Total operating costs and expenses |
1,248,806 |
|
|
1,302,966 |
|
|
2,512,398 |
|
|
2,726,327 |
|
| Operating income (loss) |
(29,486) |
|
|
45,228 |
|
|
(12,541) |
|
|
132,227 |
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
| Interest income |
1,272 |
|
|
1,867 |
|
|
2,736 |
|
|
4,056 |
|
| Interest expense, net of amount capitalized |
(17,645) |
|
|
(17,913) |
|
|
(35,342) |
|
|
(36,248) |
|
| Other income (expense) |
(1,644) |
|
|
224 |
|
|
324 |
|
|
1,074 |
|
|
|
|
|
|
|
|
|
| Total other expense |
(18,017) |
|
|
(15,822) |
|
|
(32,282) |
|
|
(31,118) |
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
(47,503) |
|
|
29,406 |
|
|
(44,823) |
|
|
101,109 |
|
|
|
|
|
|
|
|
|
| Income tax expense |
1,194 |
|
|
17,785 |
|
|
2,584 |
|
|
37,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
(48,697) |
|
|
11,621 |
|
|
(47,407) |
|
|
63,327 |
|
|
|
|
|
|
|
|
|
| Net income attributable to noncontrolling interest |
447 |
|
|
544 |
|
|
732 |
|
|
1,015 |
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to common stockholders |
$ |
(49,144) |
|
|
$ |
11,077 |
|
|
$ |
(48,139) |
|
|
$ |
62,312 |
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to common stockholder per common share: |
|
|
|
|
|
|
| Basic |
$ |
(0.13) |
|
|
$ |
0.03 |
|
|
$ |
(0.12) |
|
|
$ |
0.15 |
|
| Diluted |
$ |
(0.13) |
|
|
$ |
0.03 |
|
|
$ |
(0.12) |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
| Basic |
385,365 |
|
|
399,558 |
|
385,940 |
|
403,870 |
| Diluted |
385,365 |
|
|
399,558 |
|
385,940 |
|
403,870 |
| Cash dividends per common share |
$ |
0.08 |
|
|
$ |
0.08 |
|
|
$ |
0.16 |
|
|
$ |
0.16 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Net income (loss) |
$ |
(48,697) |
|
|
$ |
11,621 |
|
|
$ |
(47,407) |
|
|
$ |
63,327 |
|
| Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of taxes of $0 for
all periods
|
1,848 |
|
|
(127) |
|
|
1,559 |
|
|
(1,120) |
|
|
|
|
|
|
|
|
|
| Comprehensive income (loss) |
(46,849) |
|
|
11,494 |
|
|
(45,848) |
|
|
62,207 |
|
| Less: comprehensive income attributable to noncontrolling interest |
447 |
|
|
544 |
|
|
732 |
|
|
1,015 |
|
| Comprehensive income (loss) attributable to common stockholders |
$ |
(47,296) |
|
|
$ |
10,950 |
|
|
$ |
(46,580) |
|
|
$ |
61,192 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited, in thousands)
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|
Common Stock |
|
Additional Paid-in Capital |
|
Retained Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Treasury Stock |
|
Noncontrolling Interest |
|
Total |
|
Number of Shares |
|
Amount |
|
|
|
|
|
|
| Balance, December 31, 2024 |
520,785 |
|
$ |
5,206 |
|
|
$ |
6,453,606 |
|
|
$ |
(1,039,338) |
|
|
$ |
(2,584) |
|
|
$ |
(1,951,067) |
|
|
$ |
10,021 |
|
|
$ |
3,475,844 |
|
| Net income |
— |
|
— |
|
|
— |
|
|
1,005 |
|
|
— |
|
|
— |
|
|
285 |
|
|
1,290 |
|
| Distributions to noncontrolling interest |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,892) |
|
|
(1,892) |
|
| Foreign currency translation adjustment |
— |
|
— |
|
|
— |
|
|
— |
|
|
(289) |
|
|
— |
|
|
— |
|
|
(289) |
|
| Vesting of restricted stock units |
970 |
|
10 |
|
|
(10) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Stock-based compensation |
— |
|
— |
|
|
12,289 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12,289 |
|
Payment of cash dividends ($0.08 per share) |
— |
|
— |
|
|
— |
|
|
(30,877) |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,877) |
|
| Dividend equivalents |
— |
|
— |
|
|
— |
|
|
(665) |
|
|
— |
|
|
— |
|
|
— |
|
|
(665) |
|
| Purchase of treasury stock |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(20,295) |
|
|
— |
|
|
(20,295) |
|
| Balance, March 31, 2025 |
521,755 |
|
$ |
5,216 |
|
|
$ |
6,465,885 |
|
|
$ |
(1,069,875) |
|
|
$ |
(2,873) |
|
|
$ |
(1,971,362) |
|
|
$ |
8,414 |
|
|
$ |
3,435,405 |
|
| Net income (loss) |
— |
|
— |
|
|
— |
|
|
(49,144) |
|
|
— |
|
|
— |
|
|
447 |
|
|
(48,697) |
|
| Distributions to noncontrolling interest |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,533) |
|
|
(2,533) |
|
| Foreign currency translation adjustment |
— |
|
— |
|
|
— |
|
|
— |
|
|
1,848 |
|
|
— |
|
|
— |
|
|
1,848 |
|
| Vesting of restricted stock units |
1,789 |
|
18 |
|
|
(18) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Stock-based compensation |
— |
|
— |
|
|
9,578 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,578 |
|
Payment of cash dividends ($0.08 per share) |
— |
|
— |
|
|
— |
|
|
(30,742) |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,742) |
|
| Dividend equivalents |
— |
|
— |
|
|
— |
|
|
(415) |
|
|
— |
|
|
— |
|
|
— |
|
|
(415) |
|
| Purchase of treasury stock |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(15,771) |
|
|
— |
|
|
(15,771) |
|
| Balance, June 30, 2025 |
523,544 |
|
$ |
5,234 |
|
|
$ |
6,475,445 |
|
|
$ |
(1,150,176) |
|
|
$ |
(1,025) |
|
|
$ |
(1,987,133) |
|
|
$ |
6,328 |
|
|
$ |
3,348,673 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Income (Loss) |
|
Treasury Stock |
|
Noncontrolling Interest |
|
Total |
|
Number of Shares |
|
Amount |
|
|
|
|
|
|
| Balance, December 31, 2023 |
516,775 |
|
$ |
5,166 |
|
|
$ |
6,407,294 |
|
|
$ |
57,035 |
|
|
$ |
472 |
|
|
$ |
(1,657,675) |
|
|
$ |
8,389 |
|
|
$ |
4,820,681 |
|
| Net income |
— |
|
— |
|
|
— |
|
|
51,235 |
|
|
— |
|
|
— |
|
|
471 |
|
|
51,706 |
|
| Foreign currency translation adjustment |
— |
|
— |
|
|
— |
|
|
— |
|
|
(993) |
|
|
— |
|
|
— |
|
|
(993) |
|
| Vesting of restricted stock units |
1,363 |
|
14 |
|
|
(14) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Stock-based compensation |
— |
|
— |
|
|
12,051 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12,051 |
|
Payment of cash dividends ($0.08 per share) |
— |
|
— |
|
|
— |
|
|
(32,553) |
|
|
— |
|
|
— |
|
|
— |
|
|
(32,553) |
|
| Dividend equivalents |
— |
|
— |
|
|
— |
|
|
(422) |
|
|
— |
|
|
— |
|
|
— |
|
|
(422) |
|
| Purchase of treasury stock |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(98,613) |
|
|
— |
|
|
(98,613) |
|
| Balance, March 31, 2024 |
518,138 |
|
$ |
5,180 |
|
|
$ |
6,419,331 |
|
|
$ |
75,295 |
|
|
$ |
(521) |
|
|
$ |
(1,756,288) |
|
|
$ |
8,860 |
|
|
$ |
4,751,857 |
|
| Net income |
— |
|
— |
|
|
— |
|
|
11,077 |
|
|
— |
|
|
— |
|
|
544 |
|
|
11,621 |
|
| Foreign currency translation adjustment |
— |
|
— |
|
|
— |
|
|
— |
|
|
(127) |
|
|
— |
|
|
— |
|
|
(127) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of restricted stock |
719 |
|
8 |
|
|
(8) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Vesting of restricted stock units |
1,647 |
|
17 |
|
|
(17) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation |
— |
|
— |
|
|
10,813 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,813 |
|
Payment of cash dividends ($0.08 per share) |
— |
|
— |
|
|
— |
|
|
(31,815) |
|
|
— |
|
|
— |
|
|
— |
|
|
(31,815) |
|
| Dividend equivalents |
— |
|
— |
|
|
— |
|
|
(348) |
|
|
— |
|
|
— |
|
|
— |
|
|
(348) |
|
| Purchase of treasury stock |
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(133,487) |
|
|
— |
|
|
(133,487) |
|
| Balance, June 30, 2024 |
520,504 |
|
$ |
5,205 |
|
|
$ |
6,430,119 |
|
|
$ |
54,209 |
|
|
$ |
(648) |
|
|
$ |
(1,889,775) |
|
|
$ |
9,404 |
|
|
$ |
4,608,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
2025 |
|
2024 |
| Cash flows from operating activities: |
|
|
|
| Net income (loss) |
$ |
(47,407) |
|
|
$ |
63,327 |
|
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
| Depreciation, depletion, amortization and impairment |
493,724 |
|
|
542,594 |
|
|
|
|
|
|
|
|
|
| Deferred income tax expense |
1,704 |
|
|
36,252 |
|
| Stock-based compensation |
21,867 |
|
|
22,864 |
|
|
|
|
|
| Net gain on asset disposals |
(973) |
|
|
(6,689) |
|
|
|
|
|
|
|
|
|
| Other |
(1,972) |
|
|
6,087 |
|
| Changes in operating assets and liabilities: |
|
|
|
| Accounts receivable |
(6,902) |
|
|
101,645 |
|
| Inventory |
2,316 |
|
|
(9,779) |
|
| Other current assets |
(1,980) |
|
|
(22,164) |
|
| Other assets |
3,236 |
|
|
15,999 |
|
| Accounts payable |
17,132 |
|
|
(45,696) |
|
| Accrued liabilities |
(125,396) |
|
|
(121,347) |
|
| Other liabilities |
(7,459) |
|
|
(19,680) |
|
| Net cash provided by operating activities |
347,890 |
|
|
563,413 |
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
| Purchases of property and equipment |
(306,037) |
|
|
(357,449) |
|
|
|
|
|
|
|
|
|
| Proceeds from disposal of assets, including insurance recoveries |
28,344 |
|
|
9,321 |
|
| Other |
(11,514) |
|
|
(1,376) |
|
| Net cash used in investing activities |
(289,207) |
|
|
(349,504) |
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
| Purchases of treasury stock |
(35,849) |
|
|
(230,202) |
|
| Dividends paid |
(61,619) |
|
|
(64,368) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payments of finance leases |
(4,432) |
|
|
(31,905) |
|
| Other |
(10,820) |
|
|
(6,063) |
|
| Net cash used in financing activities |
(112,720) |
|
|
(332,538) |
|
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
(1,365) |
|
|
985 |
|
| Net decrease in cash, cash equivalents and restricted cash |
(55,402) |
|
|
(117,644) |
|
| Cash, cash equivalents and restricted cash at beginning of period |
241,293 |
|
|
192,680 |
|
| Cash, cash equivalents and restricted cash at end of period |
$ |
185,891 |
|
|
$ |
75,036 |
|
|
|
|
|
| Supplemental disclosure of cash flow information: |
|
|
|
| Net cash paid during the period for: |
|
|
|
Interest, net of capitalized interest of $443 in 2025 and $527 in 2024 |
$ |
(33,396) |
|
|
$ |
(34,341) |
|
| Income taxes |
(3,106) |
|
|
(12,741) |
|
| Non-cash investing and financing activities: |
|
|
|
| Net decrease in payables for purchases of property and equipment |
$ |
(12,115) |
|
|
$ |
(12,161) |
|
|
|
|
|
|
|
|
|
| Purchases of property and equipment through exchange of lease right of use asset |
1,007 |
|
|
26,133 |
|
| Derecognition of right of use asset |
(755) |
|
|
(31,179) |
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Basis of presentation — The unaudited interim condensed consolidated financial statements include the accounts of Patterson-UTI Energy, Inc. and its wholly-owned subsidiaries and consolidating interest of a joint venture (collectively referred to herein as “we,” “us,” “our,” “ours” and like terms). All intercompany accounts and transactions have been eliminated. Patterson-UTI Energy, Inc. conducts its business operations through its wholly-owned subsidiaries and has no employees or independent operations. Certain immaterial prior year amounts have been reclassified to conform to current year presentation.
The U.S. dollar is the reporting currency and functional currency for most of our operations except certain of our foreign subsidiaries, which use their local currencies as their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. The effects of these translation adjustments are reflected in accumulated other comprehensive income, which is a separate component of stockholders’ equity.
The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations, although we believe the disclosures included either on the face of the financial statements or herein are sufficient to make the information presented not misleading. In the opinion of management, all recurring adjustments considered necessary for a fair statement of the information in conformity with GAAP have been included. The unaudited condensed consolidated balance sheet as of December 31, 2024, as presented herein, was derived from our audited consolidated balance sheet but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “Annual Report”). The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.
There have been no material changes to our critical accounting policies from those disclosed in our Annual Report.
Restricted cash — Restricted cash includes amounts restricted as cash collateral for the issuance of standby letters of credit.
The following table provides a reconciliation of cash and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of such amounts shown in the unaudited condensed statements of cash flows for the six months ended June 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
2025 |
|
2024 |
| Cash and cash equivalents |
$ |
183,768 |
|
|
$ |
72,444 |
|
| Restricted cash |
2,123 |
|
|
2,592 |
|
| Total cash, cash equivalents and restricted cash |
$ |
185,891 |
|
|
$ |
75,036 |
|
Recently Adopted Accounting Standards — In November 2023, the FASB issued an accounting standards update to improve reportable segment disclosure requirements and enhance disclosures about significant segment expenses. We adopted this new accounting pronouncement effective January 1, 2024 and expanded our consolidated financial statement disclosures in order to comply with the update. See Note 14 for details.
Recently Issued Accounting Standards — In December 2023, the FASB issued an accounting standards update to improve income tax disclosure requirements. We plan to adopt this accounting pronouncement during fiscal year 2025, with the first disclosure enhancements to be reflected in our Annual Report on Form 10-K for the year ending December 31, 2025. We are currently evaluating the impact this pronouncement will have on our disclosures.
In November 2024, the FASB issued guidance expanding disclosure requirements related to certain income statement expenses, which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the effect of this pronouncement on our disclosures.
2. Revenues
ASC Topic 606 Revenue from Contracts with Customers
Drilling Services and Completion Services — revenue is recognized based on our customers’ ability to benefit from our services in an amount that reflects the consideration we expect to receive in exchange for those services. This typically happens when the service is performed. The services we provide represent a series of distinct services, generally provided daily, that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period, generally measured in days, and our efforts in providing services are incurred relatively evenly over the period of performance, revenue is recognized as we provide services to the customer.
Drilling Services revenue primarily consists of daywork drilling contracts for which related revenues and expenses are recognized as services are performed. For certain contracts, we receive payments for the mobilization of rigs and other drilling equipment. We defer revenue and related direct operating expense related to mobilizations and recognize those revenues and expenses on a straight-line basis as drilling services are provided. Costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred and are recorded in Drilling Services operating expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). For certain contracts, we are also entitled to early termination payments if our customers choose to terminate a contract prior to the expiration of the contractual term. We recognize revenue associated with early termination payments when all contractual requirements related to early termination payments have been met.
Completion Services revenue consists of services and products related to our suite of completion businesses, including hydraulic fracturing, completion support services, wireline and pumpdown services, and cementing. These services are provided pursuant to contractual arrangements, including pricing agreements. Revenue from these services is earned as services are rendered, which is generally on a per stage or fixed monthly rate, except for our cementing services. All revenue is recognized when a contract with a customer exists, the performance obligations under the contract have been satisfied over time, the amount to which we have the right to invoice has been determined and collectability of amounts subject to invoice is probable. Contract fulfillment costs, such as mobilization costs and shipping and handling costs, are expensed as incurred and are recorded in Completion Services operating expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). To the extent fulfillment costs are considered separate performance obligations that are billable to the customer, the amounts billed are recorded as revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Once a stage has been completed or products and services have been provided, a field ticket is created that includes charges for the service performed and the chemicals, proppant, and compressed natural gas consumed during the course of the service. The field ticket may also include charges for the mobilization of the equipment and inventory to the location, any additional equipment used on the job, and other miscellaneous items. The field ticket represents the amounts to which we have the right to invoice and to recognize as revenue.
A portion of our contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved. Examples of variable consideration include the number of hours that will be incurred and the amount of consumables (such as chemicals and proppants) that will be used to complete a job.
Revenue is presented net of any sales tax charged to the customer that we are required to remit to local or state governmental taxing authorities. Reimbursements for the purchase of supplies, equipment, personnel services, shipping and other services that are provided at the request of our customers are recorded as revenue when incurred. The related costs are recorded as operating expenses when incurred.
ASC Topic 842 Revenue from Equipment Rentals
Drilling Products Revenue — revenues are primarily generated from the rental of drilling equipment, comprised of drill bits and downhole tools. These arrangements provide the customer with the right to control the use of the identified asset. Generally, the lease terms in such arrangements are for periods of two to three days and do not provide customers with options to purchase the underlying asset.
Other — we are a non-operating working interest owner of oil and natural gas assets primarily located in Texas and New Mexico. The ownership terms are outlined in joint operating agreements for each well between the operator of the well and the various interest owners, including us, who are considered non-operators of the well. We receive revenue each period for our working interest in the well during the period.
Accounts Receivable and Contract Liabilities
Accounts receivable is our right to consideration once it becomes unconditional. Payment terms typically range from 30 to 60 days.
We do not have any significant contract asset balances. Contract liabilities include prepayments received from customers prior to the requested services being completed. Once the services are complete and have been invoiced, the prepayment is applied against the customer’s account to offset the accounts receivable balance. Also included in contract liabilities are payments received from customers for reactivation or initial mobilization of newly constructed or upgraded rigs that were moved on location to the initial well site. These payments are allocated to the overall performance obligation and amortized over the initial term of the contract. Total contract liability balances were $4.8 million and $75.6 million as of June 30, 2025 and December 31, 2024, respectively. We recognized $70.5 million of revenue during the six months ended June 30, 2025 that was included in the contract liability balance at the beginning of the period. Revenue related to our contract liabilities balance is expected to be recognized through 2028. The $4.5 million current portion of our contract liability balance is included in “Accrued liabilities” and the $0.3 million noncurrent portion of our contract liability balance is included in “Other liabilities” in our consolidated balance sheets.
Contract Costs
Costs incurred for newly constructed rigs or rig upgrades based on a contract with a customer are considered capital improvements and are capitalized to drilling equipment and depreciated over the estimated useful life of the asset.
Remaining Performance Obligations
We maintain a backlog of commitments for contract drilling services under term contracts, which we define as contracts with a duration of six months or more. Our contract drilling backlog in the United States as of June 30, 2025 was approximately $312 million. Approximately 9% of our total contract drilling backlog in the United States at June 30, 2025 is reasonably expected to remain at June 30, 2026. We generally calculate our backlog by multiplying the dayrate under our term drilling contracts by the number of days remaining under the contract. The calculation does not include any revenues related to fees for other services such as for mobilization, other than initial mobilization, demobilization and customer reimbursables, nor does it include potential reductions in rates for unscheduled standby or during periods in which the rig is moving or incurring maintenance and repair time in excess of what is permitted under the drilling contract. For contracts that contain variable dayrate pricing, our backlog calculation uses the dayrate in effect for periods where the dayrate is fixed, and, for periods that remain subject to variable pricing, uses commodity pricing or other related indices in effect at June 30, 2025. In addition, our term drilling contracts are generally subject to termination by the customer on short notice and provide for an early termination payment to us in the event that the contract is terminated by the customer. For contracts on which we have received notice for the rig to be placed on standby, our backlog calculation uses the standby rate for the period over which we expect to receive the standby rate. For contracts on which we have received an early termination notice, our backlog calculation includes the early termination rate, instead of the dayrate, for the period over which we expect to receive the lower rate. Please see “Our current backlog of contract drilling revenue may decline and may not ultimately be realized, as fixed-term contracts may in certain instances be terminated without an early termination payment” included in Item 1A of our Annual Report.
3. Inventory
Inventory consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
| Raw materials and supplies |
$ |
125,555 |
|
|
$ |
121,694 |
|
| Work-in-process |
7,596 |
|
|
6,681 |
|
| Finished goods |
30,536 |
|
|
38,648 |
|
| Inventory |
$ |
163,687 |
|
|
$ |
167,023 |
|
4. Other Current Assets
Other current assets consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
| Federal and state income taxes receivable |
$ |
27,660 |
|
|
$ |
24,777 |
|
| Workers’ compensation receivable |
26,474 |
|
|
33,240 |
|
| Prepaid expenses |
43,388 |
|
|
34,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
23,122 |
|
|
31,172 |
|
| Other current assets |
$ |
120,644 |
|
|
$ |
123,193 |
|
5. Property and Equipment
Property and equipment consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
| Equipment |
$ |
8,252,369 |
|
|
$ |
8,416,063 |
|
| Oil and natural gas properties |
243,451 |
|
|
243,663 |
|
| Buildings |
244,514 |
|
|
248,739 |
|
| Rental equipment |
142,205 |
|
|
136,256 |
|
| Land |
41,642 |
|
|
37,847 |
|
| Total property and equipment |
8,924,181 |
|
|
9,082,568 |
|
| Less accumulated depreciation, depletion, amortization and impairment |
(6,088,749) |
|
|
(6,072,226) |
|
| Property and equipment, net |
$ |
2,835,432 |
|
|
$ |
3,010,342 |
|
Depreciation and depletion expense on property and equipment of approximately $199 million and $216 million was recorded in the three months ended June 30, 2025 and 2024, respectively. Depreciation and depletion expense on property and equipment of approximately $399 million and $460 million was recorded in the six months ended June 30, 2025 and 2024, respectively.
During the second quarter of 2025, global economic conditions deteriorated, in part, because of recently enacted and proposed trade policies and tariffs by the United States and other governments, as well as uncertainty regarding potential future changes to global trade policies and tariffs. Additionally, during the second quarter of 2025, OPEC+ countries began phasing out voluntary crude oil production cuts, leading to an increase in global supply. These developments, combined with rising geopolitical tensions—particularly in the Middle East— have heightened uncertainty in global energy markets, which has contributed to a decline in our share price, lowered average crude oil futures prices and increased uncertainty regarding the future economic environment in which we operate.
Negative market indicators such as lower industry-wide drilling rig and pressure pumping fleet count forecasts, increased volatility and margin compression for certain of our asset groups have led to our reduced outlook for activity. The reduction in activity forecasts combined with the recent decline in the market price of our common stock were considered a triggering event indicating certain of our long-lived tangible and intangible assets may be impaired. We deemed it necessary to perform recoverability tests on our hydraulic fracturing asset group within our completion services reporting unit and our Latin American contract drilling asset group during the second quarter of 2025. We estimated future cash flows over the expected remaining life of the primary asset for each asset group. On an undiscounted basis, the expected cash flows exceeded the carrying value of our hydraulic fracturing asset group within our completion services reporting unit, indicating that no impairment was required.
The recoverability test for our Latin American contract drilling asset group indicated that estimated undiscounted cash flows did not exceed its carrying value. Accordingly, we performed an impairment test and estimated the fair value of the asset group using the income approach. Under this approach, we used a discounted cash flow model, which utilized present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions in the second quarter of 2025 and management’s anticipated business outlook for the asset group. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital. Based on the results of the analysis performed, we recorded a $27.8 million impairment charge to Latin American drilling equipment during the three months ended June 30, 2025 in our drilling services segment.
While the full effects of recent market developments are yet to be determined, prolonged trade tensions and sustained lower crude oil futures prices could adversely affect our future outlook on activity and profitability. If these conditions persist or deteriorate further, or if other unforeseen macroeconomic conditions emerge, they could negatively impact the expected cash flows used in our recoverability tests for our asset groups. Such changes could result in impairment charges in the future, which could be material to our results of operations and financial statements as a whole.
6. Goodwill and Intangible Assets
Goodwill — During the six months ended June 30, 2025, there were no additions or impairments to goodwill. As of June 30, 2025 and December 31, 2024, our goodwill balance was $487 million.
Goodwill is evaluated at least annually on July 31, or more frequently if impairment indicators arise. Goodwill is tested at the reporting unit level, which is at or one level below our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors. Any necessary goodwill impairment is determined using a quantitative impairment test. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall. The fair value of a reporting unit is determined using significant unobservable inputs, or level 3 in the fair value hierarchy. These inputs are based on forecasts and significant judgment.
We determined our drilling products operating segment consists of a single reporting unit to which the goodwill from our 2023 acquisition of Ulterra Drilling Technologies, L.P. was allocated. We determined our completion services operating segment consisted of two reporting units; completion services, which was primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services.
Goodwill Impairment Assessment — During the second quarter of 2025, we viewed the reduction in activity forecasts combined with the decline in the market price of our common stock as a triggering event that warranted a quantitative assessment for goodwill impairment.
We estimated the fair value of the drilling products and cementing services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilized present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions in the second quarter of 2025 and the expected market outlook. Future cash flows were projected based on estimates of revenue growth rates, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model consisted of a growth estimate. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital. Financial and credit market volatility directly impacts our fair value measurement through the weighted average cost of capital used to determine a discount rate. During times of volatility, significant judgment must be applied to determine whether credit market changes are a short-term or long-term trend.
The forecast for the cementing services reporting unit assumed lower activity in 2026 compared to estimated average activity levels for full year 2025 and moderate growth estimates thereafter. Those estimates were based on future drilling rig count forecasts during the second quarter of 2025 and estimated market share. Based on the results of the goodwill impairment test, the fair value of the cementing services reporting unit exceeded its carrying value with a substantial cushion. Accordingly, no impairment was recorded.
The forecast for the drilling products reporting unit assumed lower activity during 2025 relative to 2024, with growth estimates thereafter. The increases in estimated activity assumed growth in both domestic and international markets. Those growth estimates were based on drilling rig count forecasts and estimated market share. Geopolitical instability in regions in which we expect to maintain and grow market share, an unfavorable legal proceeding outcome, a global decrease in the demand of drilling products or other unforeseen macroeconomic considerations could negatively impact the key assumptions used in our goodwill assessment for our drilling products reporting unit. Based on the results of the goodwill impairment test, the fair value of the drilling products reporting unit exceeded its carrying value by approximately 8%. Accordingly, no impairment was recorded.
Intangible Assets — The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of June 30, 2025 and December 31, 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Carrying Amount |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Carrying Amount |
| Customer relationships |
$ |
783,182 |
|
|
$ |
(130,993) |
|
|
$ |
652,189 |
|
|
$ |
782,789 |
|
|
$ |
(95,785) |
|
|
$ |
687,004 |
|
| Developed technology |
202,771 |
|
|
(76,887) |
|
|
125,884 |
|
|
202,772 |
|
|
(56,562) |
|
|
146,210 |
|
| Trade name |
101,000 |
|
|
(18,406) |
|
|
82,594 |
|
|
101,000 |
|
|
(14,097) |
|
|
86,903 |
|
| Other |
17,250 |
|
|
(5,967) |
|
|
11,283 |
|
|
12,986 |
|
|
(3,493) |
|
|
9,493 |
|
| Intangible assets, net |
$ |
1,104,203 |
|
|
$ |
(232,253) |
|
|
$ |
871,950 |
|
|
$ |
1,099,547 |
|
|
$ |
(169,937) |
|
|
$ |
929,610 |
|
Amortization expense on intangible assets of approximately $31.9 million and $30.9 million was recorded for the three months ended June 30, 2025 and 2024, respectively. Amortization expense on intangible assets of approximately $62.8 million and $61.3 million was recorded for the six months ended June 30, 2025 and 2024, respectively.
7. Accrued Liabilities
Accrued liabilities consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
| Salaries, wages, payroll taxes and benefits |
$ |
89,575 |
|
|
$ |
110,212 |
|
| Workers’ compensation liability |
65,988 |
|
|
73,730 |
|
| Property, sales, use and other taxes |
41,679 |
|
|
54,445 |
|
| Insurance, other than workers’ compensation |
9,095 |
|
|
10,703 |
|
| Accrued interest payable |
17,512 |
|
|
17,484 |
|
| Deferred revenue |
4,467 |
|
|
75,195 |
|
|
|
|
|
| Accrued merger and integration expense |
2,500 |
|
|
4,723 |
|
| Other |
30,837 |
|
|
39,259 |
|
| Accrued liabilities |
$ |
261,653 |
|
|
$ |
385,751 |
|
8. Long-Term Debt
Long-term debt consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
3.95% Senior Notes Due 2028 |
$ |
482,505 |
|
|
$ |
482,505 |
|
5.15% Senior Notes Due 2029 |
344,895 |
|
|
344,895 |
|
7.15% Senior Notes Due 2033 |
400,000 |
|
|
400,000 |
|
Equipment Loans Due 2025 (1) |
— |
|
|
6,395 |
|
|
1,227,400 |
|
|
1,233,795 |
|
| Less deferred financing costs and discounts |
(7,002) |
|
|
(7,637) |
|
| Less current portion |
— |
|
|
(6,388) |
|
| Total |
$ |
1,220,398 |
|
|
$ |
1,219,770 |
|
(1)The borrowings outstanding under the Equipment Loans were paid off in full in June 2025.
Credit Agreement — On January 31, 2025, we entered into the Second Amended and Restated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto (the “Credit Agreement”). The Credit Agreement amended and restated our Amended and Restated Credit Agreement dated as of March 27, 2018. The commitments under the Credit Agreement are $500 million, and the loans and commitments under the Credit Agreement mature on January 31, 2030.
The Credit Agreement provides for a committed senior unsecured credit facility that permits aggregate revolving credit borrowings of up to $500 million, with a letter of credit sub-facility of $100 million and a swing line sub-facility that, at any time outstanding, is limited to the lesser of $50 million and the amount of the swing line provider’s unused commitment. Subject to customary conditions, we may request that the lenders’ aggregate commitments be increased by up to $200 million, not to exceed total commitments of $700 million.
Loans under the Credit Agreement bear interest by reference, at our election, to the SOFR rate (plus a 0.10% per annum adjustment) or base rate, in each case subject to a 0% floor. The applicable margin on SOFR rate loans varies from 1.25% to 2.25% and the applicable margin on base rate loans varies from 0.25% to 1.25%, in each case determined based on our credit rating. As of June 30, 2025, the applicable margin on SOFR rate loans was 1.75% and the applicable margin on base rate loans was 0.75%. A letter of credit fee is payable by us equal to the applicable margin for SOFR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.15% to 0.35% based on our credit rating.
None of our subsidiaries are currently required to be a guarantor under the Credit Agreement. However, if any subsidiary guarantees or incurs debt, which does not qualify for certain limited exceptions and is otherwise, in the aggregate with all other similar debt, in excess of Priority Debt (as defined in the Credit Agreement), such subsidiary is required to become a guarantor under the Credit Agreement.
The Credit Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that we believe are customary for agreements of this nature, including certain restrictions on our ability and the ability of each of our subsidiaries to grant liens and on the ability of each of our non-guarantor subsidiaries to incur debt. If our credit rating is below investment grade at both Moody’s and S&P, we will become subject to a restricted payment covenant, which would generally require us to have a Pro Forma Debt Service Coverage Ratio (as defined in the Credit Agreement) greater than or equal to 1.50 to 1.00 immediately before and immediately after making any restricted payment. Restricted payments include, among other things, dividend payments, repurchases of our common stock, distributions to holders of our common stock or any other payment or other distribution to third parties on account of our or our subsidiaries’ equity interests. Our credit rating is currently investment grade at both credit rating agencies. The Credit Agreement also requires that our total debt to capitalization ratio, expressed as a percentage, not exceed 50% as of the last day of each fiscal quarter. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at June 30, 2025.
As of June 30, 2025, we had no borrowings outstanding under our Credit Agreement. We had $2.0 million in letters of credit outstanding under the Credit Agreement at June 30, 2025 and, as a result, had available borrowing capacity of approximately $498 million under the Credit Agreement at that date.
2015 Reimbursement Agreement — On March 16, 2015, we entered into a Reimbursement Agreement (as amended from time to time, the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which we may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of June 30, 2025, we had $38.1 million in letters of credit outstanding under the Reimbursement Agreement.
Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any of our letters of credit issued thereunder. Fees, charges and other reasonable expenses for the issuance of letters of credit are payable by us at the time of issuance at such rates and amounts as are in accordance with Scotiabank’s prevailing practice. We are obligated to pay to Scotiabank interest on all amounts not paid by us on the date of demand or when otherwise due at the Prime rate plus 2.00% per annum, calculated daily and payable monthly, in arrears, on the basis of a calendar year for the actual number of days elapsed, with interest on overdue interest at the same rate as on the reimbursement amounts. A letter of credit fee is payable by us equal to 1.50% times the amount of outstanding letters of credit.
We have also agreed that if obligations under the Credit Agreement are secured by liens on any of our or our subsidiaries’ property, then our reimbursement obligations and (to the extent similar obligations would be secured under the Credit Agreement) other obligations under the Reimbursement Agreement and any letters of credit will be equally and ratably secured by all property subject to such liens securing the Credit Agreement.
Pursuant to a Continuing Guaranty dated as of March 16, 2015, our payment obligations under the Reimbursement Agreement are jointly and severally guaranteed as to payment and not as to collection by our subsidiaries that from time to time guarantee payment under the Credit Agreement.
None of our subsidiaries are currently required to guarantee payment under the Credit Agreement.
2028 Senior Notes, 2029 Senior Notes and 2033 Senior Notes — On January 19, 2018, we completed an offering of $525 million in aggregate principal amount of 3.95% Senior Notes due 2028 (the “2028 Notes”). On November 15, 2019, we completed an offering of $350 million in aggregate principal amount of 5.15% Senior Notes due 2029 (the “2029 Notes”). On September 13, 2023, we completed an offering of $400 million in aggregate principal amount of 7.15% Senior Notes due 2033 (the “2033 Notes”).
We pay interest on the 2028 Notes on February 1 and August 1 of each year. The 2028 Notes will mature on February 1, 2028. The 2028 Notes bear interest at a rate of 3.95% per annum.
We pay interest on the 2029 Notes on May 15 and November 15 of each year. The 2029 Notes will mature on November 15, 2029. The 2029 Notes bear interest at a rate of 5.15% per annum.
We pay interest on the 2033 Notes on April 1 and October 1 of each year. The 2033 Notes will mature on October 1, 2033. The 2033 Notes bear interest at a rate of 7.15% per annum.
The 2028 Notes, 2029 Notes and 2033 Notes (together, the “Senior Notes”) are our senior unsecured obligations, which rank equally with all of our other existing and future senior unsecured debt and will rank senior in right of payment to all of our other future subordinated debt. The Senior Notes will be effectively subordinated to any of our future secured debt to the extent of the value of the assets securing such debt. In addition, the Senior Notes will be structurally subordinated to the liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes. None of our subsidiaries are currently required to be a guarantor under the Senior Notes. If our subsidiaries guarantee the Senior Notes in the future, such guarantees (the “Guarantees”) will rank equally in right of payment with all of the guarantors’ future unsecured senior debt and senior in right of payment to all of the guarantors’ future subordinated debt. The Guarantees will be effectively subordinated to any of the guarantors’ future secured debt to the extent of the value of the assets securing such debt.
At our option, we may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a “make-whole” premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, on August 15, 2029, in the case of the 2029 Notes, and on July 1, 2033, in the case of the 2033 Notes, at our option, we may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the applicable redemption date.
The indentures pursuant to which the Senior Notes were issued include covenants that, among other things, limit our and our subsidiaries’ ability to incur certain liens, engage in sale and lease-back transactions or consolidate, merge, or transfer all or substantially all of their assets. These covenants are subject to important qualifications and limitations set forth in the indentures.
Upon the occurrence of a change of control triggering event, as defined in the indentures, each holder of the Senior Notes may require us to purchase all or a portion of such holder’s Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The indentures also provide for events of default which, if any of them occurs, would permit or require the principal of, premium, if any, and accrued interest, if any, on the Senior Notes to become or to be declared due and payable.
Presented below is a schedule of the principal repayment requirements of long-term debt by fiscal year as of June 30, 2025 (in thousands):
|
|
|
|
|
|
| Year ending December 31, |
|
| 2025 |
$ |
— |
|
| 2026 |
— |
|
| 2027 |
— |
|
| 2028 |
482,505 |
|
| 2029 |
344,895 |
|
|
|
| Thereafter |
400,000 |
|
| Total |
$ |
1,227,400 |
|
9. Commitments and Contingencies
As of June 30, 2025, we maintained letters of credit in the aggregate amount of $42.1 million primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses that could become payable under the terms of the underlying insurance contracts and compliance with contractual obligations. These letters of credit expire annually at various times during the year and are typically renewed. As of June 30, 2025, no amounts had been drawn under the letters of credit. As of June 30, 2025, we had $37.0 million in surety bond exposure issued as financial assurance on an insurance agreement.
As of June 30, 2025, we had commitments to purchase major equipment totaling approximately $94.8 million.
Our completion services segment has entered into agreements to purchase minimum quantities of proppants from certain vendors. As of June 30, 2025, the remaining minimum obligation under these agreements was approximately $27.1 million, of which approximately $9.2 million, $13.1 million, and $4.8 million relate to the remainder of 2025, 2026, and 2027, respectively.
Certain subsidiaries we acquired in the Ulterra acquisition are defendants in a claim brought by a subsidiary of NOV Inc. alleging breach of a license agreement related to certain patents. Such subsidiaries have asserted defenses to the claim and are defending vigorously against this claim.
On February 6, 2023, Grant Prideco, Inc., ReedHycalog UK, Ltd. ReedHycalog, LP, National Oilwell Varco, LP (“NOV”) sued Ulterra Drilling Technologies, LP (“Ulterra”) and several other companies in Texas state court. NOV seeks a declaration that United States Patent No. 8,721,752 (the “’752 Patent”) is a “Licensed RH Patent” per the terms of a license agreement between Ulterra and NOV. NOV also alleges a breach of contract based on the license agreement between NOV and Ulterra and seeks allegedly owed royalties since October 22, 2021. NOV also seeks attorney’s fees.
On February 27, 2023, Ulterra filed a plea to the jurisdiction, and subject thereto, an answer, affirmative defenses and counterclaims. Ulterra’s counterclaims include: (i) declaratory judgments of non-infringement of U.S. Pat. No. 7,568,534 and the ’752 patent; (ii) a declaratory judgment of no royalties after Oct. 22, 2021; (iii) a declaratory judgment that certain other identified patents are expired and therefore not infringed after Oct. 22, 2021; and (iv) a declaratory judgment of no breach of contract. On the same day, Ulterra filed a notice of removal in federal court for the Southern District of Texas, Houston Division (SDTX 4:23-cv-00730), as well as a corresponding notice in Texas state court. NOV moved to dismiss and remand the case back to state court. On February 17, 2024, the Court denied NOV’s motion. On March 19, 2024, Ulterra moved for judgment on the pleadings regarding its declaratory judgment that certain other identified patents are expired and therefore not infringed after October 22, 2021. On February 13, 2025, the motion was granted in part and denied in part.
Discovery is closed and dispositive motions are fully briefed. Trial is currently scheduled for October 27, 2025. An unfavorable judgment or resolution of this claim not covered by indemnity could have a material impact on our financial results.
Additionally, we are party to various other legal proceedings arising in the normal course of our business. We do not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations.
10. Stockholders’ Equity
Cash Dividend — On July 23, 2025, our Board of Directors approved a cash dividend on our common stock in the amount of $0.08 per share to be paid on September 15, 2025 to holders of record as of September 2, 2025. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend for any reason, including to improve our financial flexibility and position our company for long-term success. There can be no assurance that we will pay a dividend in the future.
Share Repurchases and Acquisitions — In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of June 30, 2025, we had remaining authorization to purchase approximately $728 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.
Treasury stock acquisitions during the six months ended June 30, 2025 were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Cost |
Treasury shares at January 1, 2025 |
133,440,028 |
|
$ |
1,951,067 |
|
| Purchases pursuant to stock buyback program |
4,278,723 |
|
|
31,434 |
|
| Acquisitions pursuant to long-term incentive plans |
669,959 |
|
|
4,632 |
|
Treasury shares at June 30, 2025 |
138,388,710 |
|
$ |
1,987,133 |
|
11. Stock-based Compensation
We use share-based payments to compensate employees and non-employee directors. We grant incentive awards in the form of restricted stock units (a small portion of which are subject to the achievement of performance conditions) and performance unit awards (which are subject to the achievement of performance conditions). Certain of these incentive awards are share-settled, and certain of these incentive awards are cash-settled. See Note 12 in Notes to consolidated financial statements in Item 8 of our Annual Report for further description of the various types of stock-based compensation awards (other than the 2025 Performance Units, which are described below) and the applicable award terms and accounting.
Stock Options — No stock options have been granted since 2016. Stock option activity from January 1, 2025 to June 30, 2025 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Shares |
|
Weighted Average Exercise Price Per Share |
Outstanding at January 1, 2025 |
1,794,005 |
|
$ |
22.26 |
|
|
|
|
|
|
|
|
|
| Exercised |
— |
|
$ |
— |
|
| Expired |
(616,800) |
|
$ |
20.33 |
|
Outstanding at June 30, 2025 |
1,177,205 |
|
$ |
23.27 |
|
Exercisable at June 30, 2025 |
1,177,205 |
|
$ |
23.27 |
|
Restricted Stock Units (Equity Based) — Share-settled restricted stock unit activity from January 1, 2025 to June 30, 2025 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Based |
|
Performance Based |
|
Weighted Average Grant Date Fair Value Per Share |
Non-vested restricted stock units outstanding at January 1, 2025 |
5,427,657 |
|
452,514 |
|
$ |
11.34 |
|
| Granted |
4,429,947 |
|
— |
|
$ |
6.04 |
|
|
|
|
|
|
|
| Vested |
(2,759,605) |
|
— |
|
$ |
11.43 |
|
| Forfeited |
(113,246) |
|
(1,489) |
|
$ |
10.32 |
|
Non-vested restricted stock units outstanding at June 30, 2025 |
6,984,753 |
|
451,025 |
|
$ |
8.17 |
|
As of June 30, 2025, we had unrecognized compensation cost related to our unvested restricted stock units totaling $51.7 million. The weighted-average remaining vesting period for these unvested restricted stock units was 2.26 years as of June 30, 2025.
Restricted Stock Units (Liability Based) — A portion of the annual restricted stock unit awards granted in 2025 are cash-settled. Cash-settled restricted stock unit activity from January 1, 2025 to June 30, 2025 follows:
|
|
|
|
|
|
|
|
|
Time Based |
|
|
Non-vested cash-settled restricted stock units outstanding at January 1, 2025 |
13,134 |
|
|
| Granted |
619,417 |
|
|
| Vested |
(4,376) |
|
|
| Forfeited |
— |
|
|
Non-vested cash-settled restricted stock units outstanding at June 30, 2025 |
628,175 |
|
|
As of June 30, 2025, we had unrecognized compensation cost related to our unvested cash-settled restricted stock units totaling $3.6 million. The weighted-average remaining vesting period for these unvested cash-settled restricted stock units was 2.83 years as of June 30, 2025.
Performance Unit Awards — We have granted performance unit awards to certain employees (the “Performance Units”). The Performance Units generally vest over a three-year period based on the achievement of performance goals. Historically, Performance Units have been tied to total shareholder return (“TSR”) achievement as compared to the TSR of a designated peer group, and allow for a payout ranging between 0% and 200% of the target payout. With respect to the Performance Units granted in May 2025, (i) one-half are cash-settled and are otherwise structured similarly to the 2024 Performance Units with vesting tied to our TSR over 1-, 2- and 3-year performance periods (the “2025 TSR Performance Units”), and (ii) one-half are share-settled and tied to our relative free cash flow return over the three-year period commencing January 1, 2025 as compared to the free cash flow return of a designated peer group (“FCF”), and allow for a payout ranging between 0% and 200% of the target payout (the “2025 FCF Performance Units”).
Share-settled Performance Units, excluding the 2025 FCF Performance Units, have vesting terms subject to a market condition and are measured at fair value on the date of grant using a Monte Carlo simulation model. The 2025 TSR Performance Units are cash-settled and are accounted for as liability classified awards and remeasured at fair value using a Monte Carlo simulation model at each reporting period. The 2025 FCF Performance Units are subject to an operational performance condition, with fair value determined based on the average closing price of our common stock over the 20 trading days immediately preceding the grant date. Stock-based compensation expense is subsequently adjusted to reflect the fair value of units expected to vest, based on the likelihood of meeting the performance condition. If the performance condition is not met, any previously recognized compensation expense will be reversed.
Performance Units activity from January 1, 2025 to June 30, 2025 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Units Share-Settled (at target) |
|
Weighted Average Grant Date Fair Value Per Share |
|
Performance Units Cash-Settled (at target) |
|
|
Non-vested outstanding at January 1, 2025 |
1,869,400 |
|
$ |
15.62 |
|
|
— |
|
|
| Granted |
743,800 |
|
$ |
5.86 |
|
|
743,800 |
|
|
Performance units settled (1) |
(398,500) |
|
$ |
25.95 |
|
|
— |
|
|
| Forfeited |
— |
|
$ |
— |
|
|
— |
|
|
Non-vested outstanding at June 30, 2025 |
2,214,700 |
|
$ |
10.49 |
|
|
743,800 |
|
|
(1)Share-settled Performance Units granted in 2022 reached the end of their performance period during the six months ended June 30, 2025, and no shares were issued to settle such Performance Units.
As of June 30, 2025, we had unrecognized compensation cost related to our unvested Performance Units totaling $21.2 million. The weighted-average remaining vesting period for these unvested Performance Units was 2.05 years as of June 30, 2025.
Stock-Based Compensation Expense — Expense associated with restricted stock units and Performance Unit awards is included in “Selling, general and administrative” in our unaudited condensed consolidated statements of operations. The following table presents stock-based compensation expense for the three and six months ended June 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
Six Months Ended June 30, |
| Share-settled awards |
|
2025 |
|
2024 |
|
|
|
2025 |
|
2024 |
|
|
| Restricted stock units |
|
$ |
7,512 |
|
|
$ |
8,681 |
|
|
|
|
$ |
17,398 |
|
|
$ |
18,624 |
|
|
|
| Performance units – TSR |
|
1,568 |
|
|
2,131 |
|
|
|
|
3,971 |
|
|
4,240 |
|
|
|
| Performance units – FCF |
|
498 |
|
|
— |
|
|
|
|
498 |
|
|
— |
|
|
|
| Total share-settled awards |
|
9,578 |
|
|
10,812 |
|
|
|
|
21,867 |
|
|
22,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash-settled awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash-settled restricted stock units |
|
204 |
|
|
(130) |
|
|
|
|
212 |
|
|
1,110 |
|
|
|
| Cash-settled performance units |
|
377 |
|
|
— |
|
|
|
|
377 |
|
|
— |
|
|
|
| Total cash-settled awards |
|
581 |
|
|
(130) |
|
|
|
|
589 |
|
|
1,110 |
|
|
|
| Stock-based compensation expense |
|
$ |
10,159 |
|
|
$ |
10,682 |
|
|
|
|
$ |
22,456 |
|
|
$ |
23,974 |
|
|
|
12. Income Taxes
Our effective income tax rate fluctuates from the U.S. statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates, the impact of U.S. state and local taxes, the realizability of deferred tax assets and other differences related to the recognition of income and expense between GAAP and tax accounting.
Our effective income tax rate for the three months ended June 30, 2025 was (2.5)%, compared with 60.5% for the three months ended June 30, 2024. The difference in effective income tax rates between the periods was primarily attributable to the impact of valuation allowances on deferred tax assets between periods, as well as the impact of permanent differences and book impairments against earnings between periods.
Our effective income tax rate for the six months ended June 30, 2025 was (5.8)%, compared with 37.4% for the six months ended June 30, 2024. The difference in effective income tax rates between the periods was primarily attributable to the impact of valuation allowances on deferred tax assets between periods, as well as the impact of permanent differences against earnings between periods.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and when necessary, valuation allowances are provided. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We assess the realizability of our deferred tax assets quarterly and consider carryback availability, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
We continue to monitor income tax developments in the United States and other countries where we have legal entities. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. This legislation includes several changes to existing income tax provisions with certain changes effective in 2025 and others implemented through 2027. We are currently evaluating the impact of the OBBBA on our consolidated financial statements.
13. Earnings Per Share
We provide a dual presentation of our net income (loss) per common share in our unaudited condensed consolidated statements of operations: basic net income (loss) per common share (“Basic EPS”) and diluted net income (loss) per common share (“Diluted EPS”).
Basic EPS excludes dilution and is determined by dividing the earnings attributable to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive effect of potential common shares, including stock options and non-vested performance units and non-vested restricted stock units. The dilutive effect of stock options, non-vested performance units and non-vested restricted stock units is determined using the treasury stock method.
The following table presents information necessary to calculate net income (loss) per share for the three and six months ended June 30, 2025 and 2024 as well as potentially dilutive securities excluded from the weighted average number of diluted common shares outstanding because their inclusion would have been anti-dilutive (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| BASIC EPS: |
|
|
|
|
|
|
|
| Net income (loss) attributable to common stockholders |
$ |
(49,144) |
|
|
$ |
11,077 |
|
|
$ |
(48,139) |
|
|
$ |
62,312 |
|
| Weighted average number of common shares outstanding, excluding non-vested restricted stock units |
385,365 |
|
399,558 |
|
385,940 |
|
403,870 |
| Basic net income (loss) per common share |
$ |
(0.13) |
|
|
$ |
0.03 |
|
|
$ |
(0.12) |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
| DILUTED EPS: |
|
|
|
|
|
|
|
| Net income (loss) attributable to common stockholders |
$ |
(49,144) |
|
|
$ |
11,077 |
|
|
$ |
(48,139) |
|
|
$ |
62,312 |
|
| Weighted average number of common shares outstanding, including non-vested restricted stock units |
385,365 |
|
399,558 |
|
|
385,940 |
|
403,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted net income (loss) per common share |
$ |
(0.13) |
|
|
$ |
0.03 |
|
|
$ |
(0.12) |
|
|
$ |
0.15 |
|
| Potentially dilutive securities excluded as anti-dilutive |
10,828 |
|
8,584 |
|
10,828 |
|
8,584 |
14. Business Segments
Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, who has ultimate responsibility for enterprise decisions. Our business is organized based on the services and products we provide in three segments: (i) drilling services, (ii) completion services, and (iii) drilling products. The CODM evaluates segment performance based primarily on segment operating income (loss).
Drilling Services — represents our contract drilling, directional drilling, oilfield technology and electrical controls and automation businesses.
Completion Services — represents the combination of our well completion business, which includes hydraulic fracturing, wireline and pumping, completion support, cementing and our legacy pressure pumping business.
Drilling Products — represents our manufacturing and distribution of drill bits business.
The following tables summarize selected financial information relating to our business segments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling Services |
|
Completion Services |
|
Drilling Products |
|
Total |
| For the three months ended June 30, 2025 |
|
|
|
|
|
|
|
| Revenues from external customers |
$ |
403,805 |
|
|
$ |
719,332 |
|
|
$ |
88,390 |
|
|
$ |
1,211,527 |
|
Direct operating costs (1) |
254,772 |
|
|
619,083 |
|
|
49,335 |
|
|
923,190 |
|
| Selling, general and administrative |
4,152 |
|
|
9,723 |
|
|
8,651 |
|
|
22,526 |
|
Depreciation, amortization and impairment (1) |
112,647 |
|
|
119,774 |
|
|
23,584 |
|
|
256,005 |
|
|
|
|
|
|
|
|
|
Other segment items (2) |
(8,368) |
|
|
— |
|
|
— |
|
|
(8,368) |
|
Segment operating income (loss) (3) |
$ |
40,602 |
|
|
$ |
(29,248) |
|
|
$ |
6,820 |
|
|
$ |
18,174 |
|
|
|
|
|
|
|
|
|
| Reconciliation of revenue: |
| Total segment revenues from external customers |
|
|
|
|
|
|
$ |
1,211,527 |
|
Other revenues (4) |
|
|
|
|
|
|
7,793 |
|
| Total consolidated revenues |
|
|
|
|
|
|
$ |
1,219,320 |
|
|
|
|
|
|
|
|
|
| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) |
|
|
|
|
|
|
$ |
18,174 |
|
Other (4) |
|
|
|
|
|
|
(2,000) |
|
| Corporate |
|
|
|
|
|
|
(45,660) |
|
| Interest income |
|
|
|
|
|
|
1,272 |
|
| Interest expense |
|
|
|
|
|
|
(17,645) |
|
| Other expense |
|
|
|
|
|
|
(1,644) |
|
| Loss before income taxes |
|
|
|
|
|
|
$ |
(47,503) |
|
|
|
|
|
|
|
|
|
|
Drilling Services |
|
Completion Services |
|
Drilling Products |
|
Total |
| For the three months ended June 30, 2024 |
|
|
|
|
|
|
|
| Revenues from external customers |
$ |
440,289 |
|
|
$ |
805,373 |
|
|
$ |
86,054 |
|
|
$ |
1,331,716 |
|
Direct operating costs (1) |
261,497 |
|
|
653,240 |
|
|
46,147 |
|
|
960,884 |
|
| Selling, general and administrative |
4,073 |
|
|
10,637 |
|
|
8,092 |
|
|
22,802 |
|
Depreciation, amortization and impairment (1) |
98,607 |
|
|
138,693 |
|
|
23,176 |
|
|
260,476 |
|
Other segment items (2) |
— |
|
|
(7,922) |
|
|
— |
|
|
(7,922) |
|
Segment operating income (3) |
$ |
76,112 |
|
|
$ |
10,725 |
|
|
$ |
8,639 |
|
|
$ |
95,476 |
|
|
|
|
|
|
|
|
|
| Reconciliation of revenue: |
| Total segment revenues from external customers |
|
|
|
|
|
|
$ |
1,331,716 |
|
Other revenues (4) |
|
|
|
|
|
|
16,478 |
|
| Total consolidated revenues |
|
|
|
|
|
|
$ |
1,348,194 |
|
|
|
|
|
|
|
|
|
| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) |
|
|
|
|
|
|
$ |
95,476 |
|
Other (4) |
|
|
|
|
|
|
433 |
|
| Corporate |
|
|
|
|
|
|
(50,681) |
|
| Interest income |
|
|
|
|
|
|
1,867 |
|
| Interest expense |
|
|
|
|
|
|
(17,913) |
|
| Other income |
|
|
|
|
|
|
224 |
|
| Income before income taxes |
|
|
|
|
|
|
$ |
29,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)Other segment items for each reportable segment includes other operating expenses (income), such as gains or losses on certain insurance recoveries or legal settlements.
(3)Segment operating income (loss) is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expense and other operating expenses (income).
(4)Other includes our oilfield rentals business, prior to its divestiture in April 2025, and oil and natural gas working interests.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling Services |
|
Completion Services |
|
Drilling Products |
|
Total |
| For the six months ended June 30, 2025 |
|
|
|
|
|
|
|
| Revenues from external customers |
$ |
816,665 |
|
|
$ |
1,485,412 |
|
|
$ |
174,053 |
|
|
$ |
2,476,130 |
|
Direct operating costs (1) |
502,401 |
|
|
1,276,764 |
|
|
96,275 |
|
|
1,875,440 |
|
| Selling, general and administrative |
8,097 |
|
|
21,132 |
|
|
17,770 |
|
|
46,999 |
|
Depreciation, amortization and impairment (1) |
197,619 |
|
|
235,600 |
|
|
46,460 |
|
|
479,679 |
|
|
|
|
|
|
|
|
|
Other segment items (2) |
(8,368) |
|
|
— |
|
|
— |
|
|
(8,368) |
|
Segment operating income (loss) (3) |
$ |
116,916 |
|
|
$ |
(48,084) |
|
|
$ |
13,548 |
|
|
$ |
82,380 |
|
|
|
|
|
|
|
|
|
| Reconciliation of revenue: |
| Total segment revenues from external customers |
|
|
|
|
|
|
$ |
2,476,130 |
|
Other revenues (4) |
|
|
|
|
|
|
23,727 |
|
| Total consolidated revenues |
|
|
|
|
|
|
$ |
2,499,857 |
|
|
|
|
|
|
|
|
|
| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) |
|
|
|
|
|
|
$ |
82,380 |
|
Other (4) |
|
|
|
|
|
|
(1,770) |
|
| Corporate |
|
|
|
|
|
|
(93,151) |
|
| Interest income |
|
|
|
|
|
|
2,736 |
|
| Interest expense |
|
|
|
|
|
|
(35,342) |
|
| Other income |
|
|
|
|
|
|
324 |
|
| Loss before income taxes |
|
|
|
|
|
|
$ |
(44,823) |
|
|
|
|
|
|
|
|
|
|
Drilling Services |
|
Completion Services |
|
Drilling Products |
|
Total |
| For the six months ended June 30, 2024 |
|
|
|
|
|
|
|
| Revenues from external customers |
$ |
897,862 |
|
|
$ |
1,750,370 |
|
|
$ |
176,027 |
|
|
$ |
2,824,259 |
|
Direct operating costs (1) |
533,234 |
|
|
1,398,834 |
|
|
94,777 |
|
|
2,026,845 |
|
| Selling, general and administrative |
7,952 |
|
|
21,601 |
|
|
15,753 |
|
|
45,306 |
|
Depreciation, amortization and impairment (1) |
190,952 |
|
|
287,373 |
|
|
50,358 |
|
|
528,683 |
|
Other segment items (2) |
— |
|
|
(17,792) |
|
|
— |
|
|
(17,792) |
|
Segment operating income (3) |
$ |
165,724 |
|
|
$ |
60,354 |
|
|
$ |
15,139 |
|
|
$ |
241,217 |
|
|
|
|
|
|
|
|
|
| Reconciliation of revenue: |
| Total segment revenues from external customers |
|
|
|
|
|
|
$ |
2,824,259 |
|
Other revenues (4) |
|
|
|
|
|
|
34,295 |
|
| Total consolidated revenues |
|
|
|
|
|
|
$ |
2,858,554 |
|
|
|
|
|
|
|
|
|
| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) |
|
|
|
|
|
|
$ |
241,217 |
|
Other (4) |
|
|
|
|
|
|
1,421 |
|
| Corporate |
|
|
|
|
|
|
(110,411) |
|
| Interest income |
|
|
|
|
|
|
4,056 |
|
| Interest expense |
|
|
|
|
|
|
(36,248) |
|
| Other income |
|
|
|
|
|
|
1,074 |
|
| Income before income taxes |
|
|
|
|
|
|
$ |
101,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)Other segment items for each reportable segment includes other operating expenses (income), such as gains or losses on certain insurance recoveries or legal settlements.
(3)Segment operating income (loss) is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expense and other operating expenses (income).
(4)Other includes our oilfield rentals business, prior to its divestiture in April 2025, and oil and natural gas working interests.
Other business segment information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital expenditures: |
|
|
|
|
|
|
|
| Drilling Services |
$ |
55,174 |
|
|
$ |
58,426 |
|
|
$ |
128,632 |
|
|
$ |
141,219 |
|
| Completion Services |
68,985 |
|
|
48,728 |
|
|
131,158 |
|
|
172,105 |
|
| Drilling Products |
15,252 |
|
|
13,958 |
|
|
33,474 |
|
|
29,544 |
|
| Segment capital expenditures |
$ |
139,411 |
|
|
$ |
121,112 |
|
|
$ |
293,264 |
|
|
$ |
342,868 |
|
| Other |
1,802 |
|
|
9,213 |
|
|
5,398 |
|
|
13,010 |
|
| Corporate |
2,993 |
|
|
183 |
|
|
7,375 |
|
|
1,571 |
|
| Total capital expenditures |
$ |
144,206 |
|
|
$ |
130,508 |
|
|
$ |
306,037 |
|
|
$ |
357,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
| Identifiable assets: |
|
|
|
| Drilling Services |
$ |
1,942,814 |
|
|
$ |
2,047,986 |
|
| Completion Services |
2,371,228 |
|
|
2,468,707 |
|
| Drilling Products |
938,676 |
|
|
966,200 |
|
| Segment assets |
$ |
5,252,718 |
|
|
$ |
5,482,893 |
|
| Other |
28,500 |
|
|
55,580 |
|
Corporate (1) |
294,402 |
|
|
294,993 |
|
| Total assets |
$ |
5,575,620 |
|
|
$ |
5,833,466 |
|
(1)Corporate assets primarily include cash on hand and certain property and equipment.
15. Fair Values of Financial Instruments
The carrying values of cash, cash equivalents and restricted cash, trade receivables and accounts payable approximate fair value due to the short-term maturity of these items. These fair value estimates are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting.
The estimated fair value of our outstanding debt balances as of June 30, 2025 and December 31, 2024 is set forth below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
|
Carrying Value |
|
Fair Value |
|
Carrying Value |
|
Fair Value |
3.95% Senior Notes Due 2028 |
$ |
482,505 |
|
|
$ |
467,706 |
|
|
$ |
482,505 |
|
|
$ |
461,720 |
|
5.15% Senior Notes Due 2029 |
344,895 |
|
|
340,174 |
|
|
344,895 |
|
|
336,490 |
|
7.15% Senior Notes Due 2033 |
400,000 |
|
|
411,226 |
|
|
400,000 |
|
|
419,265 |
|
| Equipment Loans Due 2025 |
— |
|
|
— |
|
|
6,395 |
|
|
6,424 |
|
| Total debt |
$ |
1,227,400 |
|
|
$ |
1,219,106 |
|
|
$ |
1,233,795 |
|
|
$ |
1,223,899 |
|
The fair values of the 2028 Notes, the 2029 Notes and the 2033 Notes at June 30, 2025 and December 31, 2024 are based on quoted market prices, which are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting. The fair value of the secured equipment financing term loans (“Equipment Loans”) was based on a 5.25% stated rate of interest, which was considered a Level 2 fair value estimate in the fair value hierarchy of fair value accounting. The Equipment Loans were paid off in full during the three months ended June 30, 2025.
The implied market rates of interest used to determine the fair value of our outstanding debt balances as of June 30, 2025 and December 31, 2024 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
3.95% Senior Notes Due 2028 |
5.24 |
% |
|
5.49 |
% |
5.15% Senior Notes Due 2029 |
5.51 |
% |
|
5.73 |
% |
7.15% Senior Notes Due 2033 |
6.70 |
% |
|
6.42 |
% |
| Equipment Loans Due 2025 |
— |
% |
|
5.28 |
% |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) and other public filings, press releases and presentations by us contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. As used in this Report, “we,” “us,” “our,” “ours” and like terms refer collectively to Patterson-UTI Energy, Inc. and its consolidated subsidiaries. Patterson-UTI Energy, Inc. conducts its operations through its wholly-owned subsidiaries and has no employees or independent business operations. These “forward-looking statements” involve risk and uncertainty. These forward-looking statements include, without limitation, statements relating to: liquidity; revenue, cost and margin expectations and backlog; financing of operations; oil and natural gas prices; rig counts and frac spreads; source and sufficiency of funds required for building new equipment, upgrading existing equipment and acquisitions (if opportunities arise); demand and pricing for our services; competition; equipment availability; government regulation; legal proceedings; debt service obligations; impact of inflation and economic downturns; and other matters. Our forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often use words such as “anticipate,” “believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “pursue,” “see,” “should,” “strategy,” “target,” or “will,” or the negative thereof and other words and expressions of similar meaning. The forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from actual future results expressed or implied by the forward-looking statements. These risks and uncertainties also include those set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Report and other sections of our filings with the United States Securities and Exchange Commission (the “SEC”) under the Exchange Act and the Securities Act, as well as, among others, risks and uncertainties relating to:
•adverse oil and natural gas industry conditions, including the impact of commodity price volatility on industry outlook;
•global economic conditions, including inflationary pressures and risks of economic downturns or recessions in the United States and elsewhere;
•volatility in customer spending and in oil and natural gas prices that could adversely affect demand for our services and their associated effect on rates;
•excess supply of drilling and completions equipment, including as a result of reactivation, improvement or construction;
•competition and demand for our services;
•the impact of the ongoing Ukraine/Russia and Middle East conflicts and instability in other international regions;
•strength and financial resources of competitors;
•utilization, margins and planned capital expenditures;
•ability to obtain insurance coverage on commercially reasonable terms and liabilities from operational risks for which we do not have and receive full indemnification or insurance;
•operating hazards attendant to the oil and natural gas business;
•failure by customers to pay or satisfy their contractual obligations (particularly with respect to fixed-term contracts);
•the ability to realize backlog;
•specialization of methods, equipment and services and new technologies, including the ability to develop and obtain satisfactory returns from new technology and the risk of obsolescence of existing technologies;
•the ability to attract and retain management and field personnel;
•loss of key customers;
•shortages, delays in delivery, and interruptions in supply, of equipment and materials;
•cybersecurity events;
•difficulty in building and deploying new equipment;
•complications with the design or implementation of our new enterprise resource planning system;
•governmental regulation, including climate legislation, regulation and other related risks;
•environmental, social and governance practices, including the perception thereof;
•environmental risks and ability to satisfy future environmental costs;
•technology-related disputes;
•legal proceedings and actions by governmental or other regulatory agencies;
•changes to tax, tariff and import/export regulations and sanctions by the United States or other countries, including the impacts of any sustained escalation or changes in tariff levels or trade-related disputes;
•the ability to effectively identify and enter new markets or pursue strategic acquisitions;
•public health crises, pandemics and epidemics;
•weather;
•operating costs;
•expansion and development trends of the oil and natural gas industry;
•financial flexibility, including availability of capital and the ability to repay indebtedness when due;
•adverse credit and equity market conditions;
•our return of capital to stockholders, including timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases;
•stock price volatility;
•compliance with covenants under our debt agreements; and
•other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC.
We caution that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained elsewhere in this Report and in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) and may be contained in our future filings with the SEC. You are cautioned not to place undue reliance on any of our forward-looking statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise. In the event that we update any forward-looking statement, no inference should be made that we will make additional updates with respect to that statement, related matters or any other forward-looking statements. All subsequent written and oral forward-looking statements concerning us or other matters and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management Overview — We are a Houston, Texas-based leading provider of drilling and completion services to oil and natural gas exploration and production companies in the United States and other select countries, including contract drilling services, integrated well completion services and directional drilling services in the United States, and specialized drill bit solutions in the United States, Middle East and many other regions around the world. We operate under three reportable business segments: (i) drilling services, (ii) completion services, and (iii) drilling products.
Drilling Services
Our contract drilling business operates in the continental United States and internationally in Colombia and Ecuador and, from time to time, we pursue contract drilling opportunities in other select markets. We also provide a comprehensive suite of directional drilling services in most major producing onshore oil and natural gas basins in the United States, and we provide services that improve the statistical accuracy of wellbore placement for directional and horizontal wells. We also service and re-certify equipment for drilling contractors, and we provide electrical controls and automation to the energy, marine and mining industries, in North America and other select markets.
As of June 30, 2025, we had 152 marketed land-based drilling rigs based in the following regions:
|
|
|
|
|
|
|
|
|
| Region |
|
Number of Rigs |
| West Texas |
|
70 |
| Appalachia |
|
21 |
| Oklahoma |
|
16 |
| Rockies |
|
17 |
| South Texas |
|
11 |
| East Texas |
|
9 |
| Colombia |
|
7 |
| Ecuador |
|
1 |
| Total |
|
152 |
We have addressed our customers’ needs for drilling horizontal wells in shale and other unconventional resource plays by improving the capabilities of our drilling fleet. The U.S. land rig industry has in recent years referred to certain high specification rigs as “super-spec” rigs, which we consider to be at least a 1,500 horsepower, AC-powered rig that has at least a 750,000-pound hookload, a 7,500-psi circulating system, and is pad-capable. Due to evolving customer preferences, we refer to certain premium rigs as “Tier-1, super spec” rigs, which we consider as being a super-spec rig that also has a third mud pump and raised drawworks that allows for more clearance underneath the rig floor. As of June 30, 2025, our rig fleet included 136 Tier-1, super-spec rigs.
Completion Services
Our well completion services business consists of services for hydraulic fracturing, wireline and pumping, completion support, and cementing. It also includes our power solutions natural gas fueling business and our proppant last mile logistics and storage business. Our completion services business operates in several of the most active basins in the continental United States including the Permian, the Marcellus Shale/Utica, the Eagle Ford, Mid-Continental, Haynesville, and the Bakken/Rockies.
To address evolving customer preferences for emissions-reducing equipment, we have invested in natural gas-powered equipment, including electric, direct drive, and dual fuel pumps, to replace legacy diesel completion services equipment.
Drilling Products
We serve the energy and mining markets by manufacturing and distributing drill bits throughout North America and internationally in over 30 countries. Our drilling equipment is used in oil and natural gas exploration and production and in mining operations. We have manufacturing and repair facilities located in Fort Worth, Texas, Leduc, Alberta and Saudi Arabia and repair facilities located in Argentina, Colombia and Oman.
Recent Developments in Market Conditions and Outlook — Commodity prices have historically been volatile but were relatively range-bound from the end of 2022 through the first quarter of 2025. The current demand for equipment and services remains impacted by macro conditions, including commodity prices, geopolitical environment, changes to international tariffs and trade policies, inflationary pressures, economic conditions in the United States and elsewhere, as well as customer consolidation and focus by exploration and production companies and service companies on capital returns.
During the second quarter of 2025, global economic conditions deteriorated, in part, because of recently enacted and proposed trade policies and tariffs by the United States and other governments, as well as uncertainty regarding potential future changes to global trade policies and tariffs. Additionally, during the second quarter of 2025, OPEC+ countries began phasing out voluntary crude oil production cuts, leading to an increase in global supply. These developments, combined with rising geopolitical tensions—particularly in the Middle East—have heightened uncertainty in global energy markets, which has contributed to a decline in our share price, lowered average crude oil futures prices and increased uncertainty regarding the future economic environment in which we operate. While the full effects are yet to be determined, and commodity prices have modesty recovered from the lows in the second quarter, prolonged trade tensions and sustained lower crude oil futures prices could adversely affect our future outlook on activity and profitability. Oil prices averaged $64.57 per barrel in the second quarter of 2025, as compared to $71.78 per barrel in the first quarter of 2025, and closed at $68.39 per barrel on July 21, 2025. Natural gas prices (based on the Henry Hub Spot Market Price) averaged $3.19 per MMBtu in the second quarter of 2025 as compared to an average of $4.14 per MMBtu in the first quarter of 2025, and closed at $3.50 per MMBtu on July 21, 2025.
Our average active rig count in the United States for the second quarter of 2025 was 104 rigs. This was a decrease from our average active rig count for the first quarter of 2025 of 106. Term contracts help support our operating rig count. Based on contracts in place in the United States as of July 24, 2025, we expect an average of 48 rigs operating under term contracts during the third quarter of 2025 and an average of 27 rigs operating under term contracts during the four quarters ending June 30, 2026.
We maintain a backlog of commitments for contract drilling services under term contracts, which we define as contracts with a duration of six months or more. Our contract drilling backlog in the United States as of June 30, 2025 was approximately $312 million. Approximately 9% of our total contract drilling backlog in the United States at June 30, 2025 is reasonably expected to remain at June 30, 2026. See Note 2 of Notes to unaudited condensed consolidated financial statements for additional information on backlog.
In our Drilling Services segment for the third quarter of 2025, we expect our average rig count will be in the mid-90s, with the sequential change driven by moderating activity in oil basins compared to the second quarter and steady activity in natural gas basins.
In our Completion Services segment for the third quarter of 2025, we expect activity to be steady compared to the second quarter. We expect third quarter Completion Services adjusted gross profit to remain steady with the second quarter.
In our Drilling Products segment for the third quarter of 2025, we expect adjusted gross profit will improve slightly, sequentially. We expect that the Canadian market should resume normal activity following the second quarter seasonal spring breakup, and we expect slight gains in our International markets, partially offset by lower industry drilling activity in the United States.
Impact on our Business from Oil and Natural Gas Prices and Other Factors — Our revenues, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas, expectations about future prices, and upon our customers’ ability to access, and willingness to deploy, capital to fund their operating and capital expenditures. During periods of improved oil and natural gas prices, the capital spending budgets of oil and natural gas operators tend to expand, which generally results in increased demand for our services. Conversely, in periods when oil and natural gas prices are relatively low or when our customers have a reduced ability to access, or willingness to deploy, capital, the demand for our services generally weakens, and we experience downward pressure on pricing for our services. Even during periods of historically moderate or high prices for oil and natural gas, companies exploring for oil and natural gas may cancel or curtail programs or reduce their levels of capital expenditures for exploration and production for a variety of reasons, including the depletion of capital expenditure budgets and/or meeting annual drilling and completion targets, which could reduce demand for our services. We may also be impacted by delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies.
The oil and natural gas services industry is cyclical and at times experiences downturns in demand. During these periods, there has been substantially more oil and natural gas service equipment available than necessary to meet demand. As a result, oil and natural gas service contractors have had difficulty sustaining profit margins and, at times, have incurred losses during the downturn periods. We cannot predict either the future level of demand for our oil and natural gas services or future conditions in the oil and natural gas service businesses.
In addition to the dependence on oil and natural gas prices and demand for our services, we are highly impacted by operational risks, competition, labor issues, weather, the availability, from time to time, of products used in our businesses, supplier delays and various other factors that could materially adversely affect our business, financial condition, cash flows and results of operations. Please see Item 1A of our Annual Report.
For the three months ended June 30, 2025 and March 31, 2025 and for the six months ended June 30, 2025 and June 30, 2024 our operating revenues consisted of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
June 30, |
|
March 31, |
|
|
|
June 30, |
|
June 30, |
|
2025 |
|
2025 |
|
|
|
2025 |
|
2024 |
| Drilling Services |
$ |
403,805 |
|
|
33.1 |
% |
|
$ |
412,860 |
|
|
32.2 |
% |
|
|
|
|
|
$ |
816,665 |
|
|
32.7 |
% |
|
$ |
897,862 |
|
|
31.4 |
% |
| Completion Services |
719,332 |
|
|
59.0 |
% |
|
766,080 |
|
|
59.8 |
% |
|
|
|
|
|
1,485,412 |
|
|
59.4 |
% |
|
1,750,370 |
|
|
61.2 |
% |
| Drilling Products |
88,390 |
|
|
7.2 |
% |
|
85,663 |
|
|
6.7 |
% |
|
|
|
|
|
174,053 |
|
|
7.0 |
% |
|
176,027 |
|
|
6.2 |
% |
| Other |
7,793 |
|
|
0.7 |
% |
|
15,934 |
|
|
1.3 |
% |
|
|
|
|
|
23,727 |
|
|
0.9 |
% |
|
34,295 |
|
|
1.2 |
% |
|
$ |
1,219,320 |
|
|
100.0 |
% |
|
$ |
1,280,537 |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,499,857 |
|
|
100.0 |
% |
|
$ |
2,858,554 |
|
|
100.0 |
% |
Results of Operations
The following tables summarize results of operations by business segment for the three months ended June 30, 2025 and March 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
|
|
|
| Drilling Services |
|
2025 |
|
2025 |
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
| Revenues |
|
$ |
403,805 |
|
|
$ |
412,860 |
|
|
|
|
(2.2) |
% |
|
|
| Direct operating costs |
|
254,772 |
|
|
247,629 |
|
|
|
|
2.9 |
% |
|
|
Adjusted gross profit (1) |
|
149,033 |
|
|
165,231 |
|
|
|
|
(9.8) |
% |
|
|
| Selling, general and administrative |
|
4,152 |
|
|
3,945 |
|
|
|
|
5.2 |
% |
|
|
| Depreciation, amortization and impairment |
|
112,647 |
|
|
84,972 |
|
|
|
|
32.6 |
% |
|
|
| Other operating income, net |
|
(8,368) |
|
|
— |
|
|
|
|
NA |
|
|
| Operating income |
|
$ |
40,602 |
|
|
$ |
76,314 |
|
|
|
|
(46.8) |
% |
|
|
| Capital expenditures |
|
$ |
55,174 |
|
|
$ |
73,458 |
|
|
|
|
(24.9) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating days – U.S. (2) |
|
9,465 |
|
|
9,573 |
|
|
|
|
(1.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
(2)Operational data relates to our contract drilling business. A rig is considered to be operating if it is earning revenue pursuant to a contract on a given day.
Generally, the revenues in our drilling services segment are most impacted by two primary factors: our contract drilling day rates and our average number of rigs operating.
Total revenues and average revenue per operating day decreased primarily due to a decrease in operating days in our contract drilling business within the United States and lower pricing. The increase in direct operating costs and average direct operating costs per operating day was primarily impacted by the fixed cost leverage for U.S. drilling rigs during the three months ended June 30, 2025.
Depreciation, amortization and impairment expense increased primarily due to a $27.8 million impairment charge to Latin American drilling equipment during the second quarter of 2025. See Note 5 of Notes to unaudited condensed consolidated financial statements for additional information.
Other operating income, net, increased due to insurance proceeds received during the second quarter of 2025.
Capital expenditures decreased primarily due to the timing of order placement and spending on committed deliveries that more heavily impacted the first quarter of 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
|
|
|
| Completion Services |
|
2025 |
|
2025 |
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
| Revenues |
|
$ |
719,332 |
|
|
$ |
766,080 |
|
|
|
|
(6.1) |
% |
|
|
| Direct operating costs |
|
619,083 |
|
|
657,681 |
|
|
|
|
(5.9) |
% |
|
|
Adjusted gross profit (1) |
|
100,249 |
|
|
108,399 |
|
|
|
|
(7.5) |
% |
|
|
| Selling, general and administrative |
|
9,723 |
|
|
11,409 |
|
|
|
|
(14.8) |
% |
|
|
| Depreciation, amortization and impairment |
|
119,774 |
|
|
115,826 |
|
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating loss |
|
$ |
(29,248) |
|
|
$ |
(18,836) |
|
|
|
|
55.3 |
% |
|
|
| Capital expenditures |
|
$ |
68,985 |
|
|
$ |
62,173 |
|
|
|
|
11.0 |
% |
|
|
(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
Completion services revenues and direct operating costs declined primarily due to a decline in activity in our fracturing and power solutions operations. Revenues from these operations collectively decreased $35 million, and direct operating costs for these operations collectively decreased by $31 million, or 5% and 6%, respectively, from the first quarter of 2025.
Selling, general and administrative expenses decreased primarily as a result of cost reduction efforts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
|
|
|
| Drilling Products |
|
2025 |
|
2025 |
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
| Revenues |
|
$ |
88,390 |
|
|
$ |
85,663 |
|
|
|
|
3.2 |
% |
|
|
| Direct operating costs |
|
49,335 |
|
|
46,940 |
|
|
|
|
5.1 |
% |
|
|
Adjusted gross profit (1) |
|
39,055 |
|
|
38,723 |
|
|
|
|
0.9 |
% |
|
|
| Selling, general and administrative |
|
8,651 |
|
|
9,119 |
|
|
|
|
(5.1) |
% |
|
|
| Depreciation, amortization and impairment |
|
23,584 |
|
|
22,876 |
|
|
|
|
3.1 |
% |
|
|
| Operating income |
|
$ |
6,820 |
|
|
$ |
6,728 |
|
|
|
|
1.4 |
% |
|
|
| Capital expenditures |
|
$ |
15,252 |
|
|
$ |
18,222 |
|
|
|
|
(16.3) |
% |
|
|
(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
Revenues and direct operating costs increased primarily due to additional activity.
Direct operating costs and depreciation, amortization and impairment expense were approximately $0.5 million and $1.6 million higher than they would have otherwise been for the three months ended June 30, 2025, respectively, as a result of the step up to fair value of our drill bits in accordance with purchase accounting. For the three months ended March 31, 2025, direct operating costs and depreciation, amortization and impairment expense were approximately $0.6 million and $2.3 million higher than they would have otherwise been, respectively, as a result of the step up to fair value of our drill bits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
|
|
|
Other (1) |
|
2025 |
|
2025 |
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
| Revenues |
|
$ |
7,793 |
|
|
$ |
15,934 |
|
|
|
|
(51.1) |
% |
|
|
| Direct operating costs |
|
6,173 |
|
|
9,164 |
|
|
|
(32.6) |
% |
|
|
Adjusted gross profit (2) |
|
1,620 |
|
|
6,770 |
|
|
|
(76.1) |
% |
|
|
| Selling, general and administrative |
|
82 |
|
|
204 |
|
|
|
(59.8) |
% |
|
|
| Depreciation, depletion, amortization and impairment |
|
3,538 |
|
|
6,336 |
|
|
|
(44.2) |
% |
|
|
| Operating income (loss) |
|
$ |
(2,000) |
|
|
$ |
230 |
|
|
|
|
NA |
|
|
| Capital expenditures |
|
$ |
1,802 |
|
|
$ |
3,596 |
|
|
|
|
(49.9) |
% |
|
|
(1)Other includes our oilfield rentals business, prior to its divestiture in April 2025, and oil and natural gas working interests.
(2)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, depletion, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
The changes for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025 can be primarily attributed to the divestiture of our oilfield rentals business during the second quarter of 2025. In order to provide a more meaningful basis for comparison, the discussion below is focused on changes between comparable periods excluding the effects of the divestiture.
Revenues and direct operating costs, excluding the effects of our oilfield rentals business divestiture, were relatively flat between sequential quarters.
Depreciation, depletion, amortization and impairment expense, excluding the effects of our oilfield rentals business divestiture, was relatively flat between sequential quarters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
|
|
|
| Corporate |
|
2025 |
|
2025 |
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
|
|
| Selling, general and administrative |
|
$ |
41,500 |
|
|
$ |
42,253 |
|
|
|
|
(1.8) |
% |
|
|
| Merger and integration expense |
|
$ |
488 |
|
|
$ |
432 |
|
|
|
|
13.0 |
% |
|
|
| Depreciation |
|
$ |
2,315 |
|
|
$ |
1,856 |
|
|
|
|
24.7 |
% |
|
|
| Other operating expense, net |
|
$ |
1,357 |
|
|
$ |
2,950 |
|
|
|
|
(54.0) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
$ |
1,272 |
|
|
$ |
1,464 |
|
|
|
|
(13.1) |
% |
|
|
| Interest expense, net of amount capitalized |
|
$ |
(17,645) |
|
|
$ |
(17,697) |
|
|
|
|
(0.3) |
% |
|
|
| Other income (expense) |
|
$ |
(1,644) |
|
|
$ |
1,968 |
|
|
|
|
NA |
|
|
| Capital expenditures |
|
$ |
2,993 |
|
|
$ |
4,382 |
|
|
|
|
(31.7) |
% |
|
|
Corporate expenses were relatively flat between sequential quarters.
Results of Operations
The following tables summarize results of operations by business segment for the six months ended June 30, 2025 and June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
| Drilling Services |
|
2025 |
|
2024 |
|
% Change |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
| Revenues |
|
$ |
816,665 |
|
|
$ |
897,862 |
|
|
(9.0) |
% |
| Direct operating costs |
|
502,401 |
|
|
533,234 |
|
|
(5.8) |
% |
Adjusted gross profit (1) |
|
314,264 |
|
|
364,628 |
|
|
(13.8) |
% |
| Selling, general and administrative |
|
8,097 |
|
|
7,952 |
|
|
1.8 |
% |
| Depreciation, amortization and impairment |
|
197,619 |
|
|
190,952 |
|
|
3.5 |
% |
| Other operating income, net |
|
(8,368) |
|
|
— |
|
|
NA |
| Operating income |
|
$ |
116,916 |
|
|
$ |
165,724 |
|
|
(29.5) |
% |
| Capital expenditures |
|
$ |
128,632 |
|
|
$ |
141,219 |
|
|
(8.9) |
% |
|
|
|
|
|
|
|
Operating days – U.S. (2) |
|
19,038 |
|
|
21,412 |
|
|
(11.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
(2)Operational data relates to our contract drilling business. A rig is considered to be operating if it is earning revenue pursuant to a contract on a given day.
Total revenues and direct operating costs decreased primarily due to a decrease in operating days in our contract drilling business within the United States. However, average revenue per operating day decreased disproportionately as compared to the decrease in average direct operating costs per operating day. The decline in operating days impacted the fixed cost leverage for U.S. drilling rigs during the six months ended June 30, 2025.
The decrease in operating days for our U.S. contract drilling business reflects the industry-wide activity declines during the first six months of 2025.
Depreciation, amortization and impairment expense increased primarily due to a $27.8 million impairment charge to Latin American drilling equipment during the second quarter of 2025. This increase was partially offset by a decrease in depreciation, amortization and impairment expense which was attributable to a lower depreciable asset base in 2025, in part, due to the abandonment of 42 legacy non-super-spec rigs and equipment in the third quarter of 2024. See Note 5 of Notes to unaudited condensed consolidated financial statements and Note 6 in Notes to consolidated financial statements in Item 8 of our Annual Report for additional information.
Other operating income, net, increased due to insurance proceeds received during the second quarter of 2025.
Capital expenditures decreased primarily due to the timing of order placement as well as lower maintenance capital expenditures due to fewer operating days.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
| Completion Services |
|
2025 |
|
2024 |
|
% Change |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
| Revenues |
|
$ |
1,485,412 |
|
|
$ |
1,750,370 |
|
|
(15.1) |
% |
| Direct operating costs |
|
1,276,764 |
|
|
1,398,834 |
|
|
(8.7) |
% |
Adjusted gross profit (1) |
|
208,648 |
|
|
351,536 |
|
|
(40.6) |
% |
| Selling, general and administrative |
|
21,132 |
|
|
21,601 |
|
|
(2.2) |
% |
| Depreciation, amortization and impairment |
|
235,600 |
|
|
287,373 |
|
|
(18.0) |
% |
|
|
|
|
|
|
|
| Other operating income, net |
|
— |
|
|
(17,792) |
|
|
(100.0) |
% |
| Operating income (loss) |
|
$ |
(48,084) |
|
|
$ |
60,354 |
|
|
NA |
| Capital expenditures |
|
$ |
131,158 |
|
|
$ |
172,105 |
|
|
(23.8) |
% |
(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
Completion services revenues and direct operating costs decreased primarily due to lower activity in our fracturing operations. Revenues and direct operating costs from our fracturing operations decreased by approximately $250 million and $123 million, or 17% and 11%, respectively.
Depreciation, amortization and impairment expense decreased primarily due to fewer capital additions placed in service relative to asset retirements between the periods.
Other operating income, net in 2024 was due to gain on legal settlements.
We reduced capital expenditures in response to changing macroeconomic conditions between the periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
| Drilling Products |
|
2025 |
|
2024 |
|
% Change |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
| Revenues |
|
$ |
174,053 |
|
|
$ |
176,027 |
|
|
(1.1) |
% |
| Direct operating costs |
|
96,275 |
|
|
94,777 |
|
|
1.6 |
% |
Adjusted gross profit (1) |
|
77,778 |
|
|
81,250 |
|
|
(4.3) |
% |
| Selling, general and administrative |
|
17,770 |
|
|
15,753 |
|
|
12.8 |
% |
| Depreciation, amortization and impairment |
|
46,460 |
|
|
50,358 |
|
|
(7.7) |
% |
| Operating income |
|
$ |
13,548 |
|
|
$ |
15,139 |
|
|
(10.5) |
% |
| Capital expenditures |
|
$ |
33,474 |
|
|
$ |
29,544 |
|
|
13.3 |
% |
(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
Revenues and direct operating costs were relatively flat between the periods.
Direct operating costs and depreciation, amortization and impairment expense were approximately $1.1 million and $3.8 million higher than they would have otherwise been for the six months ended June 30, 2025, respectively, as a result of the step up to fair value of our drill bits in accordance with purchase accounting. Direct operating costs and depreciation, amortization and impairment expense were approximately $3.8 million and $9.1 million higher than they would have otherwise been for the six months ended June 30, 2024, respectively, as a result of the step up to fair value of our drill bits in accordance with purchase accounting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
| Other |
|
2025 |
|
2024 |
|
% Change |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
| Revenues |
|
$ |
23,727 |
|
|
$ |
34,295 |
|
|
(30.8) |
% |
| Direct operating costs |
|
15,337 |
|
|
21,458 |
|
|
(28.5) |
% |
Adjusted gross profit (1) |
|
8,390 |
|
|
12,837 |
|
|
(34.6) |
% |
| Selling, general and administrative |
|
286 |
|
|
493 |
|
|
(42.0) |
% |
| Depreciation, depletion, amortization and impairment |
|
9,874 |
|
|
10,923 |
|
|
(9.6) |
% |
| Operating income (loss) |
|
$ |
(1,770) |
|
|
$ |
1,421 |
|
|
NA |
| Capital expenditures |
|
$ |
5,398 |
|
|
$ |
13,010 |
|
|
(58.5) |
% |
(1)Other includes our oilfield rentals business, prior to its divestiture in April 2025, and oil and natural gas working interests.
(2)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, depletion, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.
The changes for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 can be primarily attributed to the divestiture of our oilfield rentals business during the second quarter of 2025. In order to provide a more meaningful basis for comparison, the discussion below is focused on changes between comparable periods excluding the effects of the divestiture.
Excluding the effects of our oilfield rentals business divestiture, the decrease in revenue and direct operating costs was driven by lower realized crude oil prices. Oil prices averaged $68.12 per barrel in the first half of 2025 as compared to $79.69 per barrel in the first half of 2024.
Depreciation, depletion, amortization and impairment expense, excluding the effects of our oilfield rentals business divestiture, was relatively flat between the periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
June 30, |
|
June 30, |
|
|
| Corporate |
|
2025 |
|
2024 |
|
% Change |
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
| Selling, general and administrative |
|
$ |
83,753 |
|
|
$ |
83,763 |
|
|
0.0 |
% |
| Merger and integration expense |
|
$ |
920 |
|
|
$ |
22,878 |
|
|
(96.0) |
% |
| Depreciation |
|
$ |
4,171 |
|
|
$ |
2,988 |
|
|
39.6 |
% |
|
|
|
|
|
|
|
| Other operating expense, net |
|
$ |
4,307 |
|
|
$ |
782 |
|
|
450.8 |
% |
| Interest income |
|
$ |
2,736 |
|
|
$ |
4,056 |
|
|
(32.5) |
% |
| Interest expense, net of amount capitalized |
|
$ |
(35,342) |
|
|
$ |
(36,248) |
|
|
(2.5) |
% |
| Other income |
|
$ |
324 |
|
|
$ |
1,074 |
|
|
(69.8) |
% |
| Capital expenditures |
|
$ |
7,375 |
|
|
$ |
1,571 |
|
|
369.4 |
% |
Merger and integration expense decreased due to the timing of the NexTier merger and the Ulterra acquisition, which both closed in the third quarter of 2023.
Interest expense was relatively flat between the periods.
The increase in capital expenditures was primarily due to the expansion of our Corporate office.
Income Taxes
Our effective income tax rate fluctuates from the U.S. statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates, the impact of U.S. state and local taxes, the realizability of deferred tax assets and other differences related to the recognition of income and expense between GAAP and tax accounting.
Our effective income tax rate for the three months ended June 30, 2025 was (2.5)%, compared with 51.9% for the three months ended March 31, 2025. The difference in effective income tax rates between the periods was primarily attributable to the impact of permanent differences and book impairments against earnings between periods.
Our effective income tax rate for the six months ended June 30, 2025 was (5.8)%, compared with 37.4% for the six months ended June 30, 2024. The difference in effective income tax rates between the periods was primarily attributable to the impact of valuation allowances on deferred tax assets between periods, as well as the impact of permanent differences against earnings between periods.
We continue to monitor income tax developments in the United States and other countries where we have legal entities. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. This legislation includes several changes to existing income tax provisions with certain changes effective in 2025 and others implemented through 2027. We are currently evaluating the impact of the OBBBA on our consolidated financial statements.
Liquidity and Capital Resources
Our primary sources of liquidity are cash and cash equivalents, availability under our Credit Agreement and cash provided by operating activities. As of June 30, 2025, we had approximately $525 million in working capital, including $184 million of cash and cash equivalents, and approximately $498 million available under our Credit Agreement.
On January 31, 2025, we entered into the Second Amended and Restated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto (the “Credit Agreement”). The Credit Agreement amended and restated our Amended and Restated Credit Agreement dated as of March 27, 2018. The commitments under the Credit Agreement are $500 million, and the loans and commitments under the Credit Agreement mature on January 31, 2030.
The Credit Agreement provides for a committed senior unsecured credit facility that permits aggregate revolving credit borrowings of up to $500 million, with a letter of credit sub-facility of $100 million and a swing line sub-facility that, at any time outstanding, is limited to the lesser of $50 million and the amount of the swing line provider’s unused commitment. Subject to customary conditions, we may request that the lenders’ aggregate commitments be increased by up to $200 million, not to exceed total commitments of $700 million.
Loans under the Credit Agreement bear interest by reference, at our election, to the SOFR rate (plus a 0.10% per annum adjustment) or base rate, in each case subject to a 0% floor. The applicable margin on SOFR rate loans varies from 1.25% to 2.25% and the applicable margin on base rate loans varies from 0.25% to 1.25%, in each case determined based on our credit rating. As of June 30, 2025, the applicable margin on SOFR rate loans was 1.75% and the applicable margin on base rate loans was 0.75%. A letter of credit fee is payable by us equal to the applicable margin for SOFR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.15% to 0.35% based on our credit rating.
None of our subsidiaries are currently required to be a guarantor under the Credit Agreement. However, if any subsidiary guarantees or incurs debt, which does not qualify for certain limited exceptions and is otherwise, in the aggregate with all other similar debt, in excess of Priority Debt (as defined in the Credit Agreement), such subsidiary is required to become a guarantor under the Credit Agreement.
The Credit Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that we believe are customary for agreements of this nature, including certain restrictions on our ability and the ability of each of our subsidiaries to grant liens and on the ability of each of our non-guarantor subsidiaries to incur debt. If our credit rating is below investment grade at both Moody’s and S&P, we will become subject to a restricted payment covenant, which would generally require us to have a Pro Forma Debt Service Coverage Ratio (as defined in the Credit Agreement) greater than or equal to 1.50 to 1.00 immediately before and immediately after making any restricted payment. Restricted payments include, among other things, dividend payments, repurchases of our common stock, distributions to holders of our common stock or any other payment or other distribution to third parties on account of our or our subsidiaries’ equity interests. Our credit rating is currently investment grade at both credit rating agencies. The Credit Agreement also requires that our total debt to capitalization ratio, expressed as a percentage, not exceed 50% as of the last day of each fiscal quarter. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at June 30, 2025.
On March 16, 2015, we entered into a Reimbursement Agreement (as amended from time to time, the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which we may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of June 30, 2025, we had $38.1 million in letters of credit outstanding under the Reimbursement Agreement.
Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any of our letters of credit issued thereunder. Fees, charges and other reasonable expenses for the issuance of letters of credit are payable by us at the time of issuance at such rates and amounts as are in accordance with Scotiabank’s prevailing practice. We are obligated to pay to Scotiabank interest on all amounts not paid by us on the date of demand or when otherwise due at the Prime rate plus 2.00% per annum, calculated daily and payable monthly, in arrears, on the basis of a calendar year for the actual number of days elapsed, with interest on overdue interest at the same rate as on the reimbursement amounts. A letter of credit fee is payable by us equal to 1.50% times the amount of outstanding letters of credit.
We have also agreed that if obligations under the Credit Agreement are secured by liens on any of our or our subsidiaries’ property, then our reimbursement obligations and (to the extent similar obligations would be secured under the Credit Agreement) other obligations under the Reimbursement Agreement and any letters of credit will be equally and ratably secured by all property subject to such liens securing the Credit Agreement.
Pursuant to a Continuing Guaranty dated as of March 16, 2015, our payment obligations under the Reimbursement Agreement are jointly and severally guaranteed as to payment and not as to collection by our subsidiaries that from time to time guarantee payment under the Credit Agreement. None of our subsidiaries are currently required to guarantee payment under the Credit Agreement.
We had $42.1 million of outstanding letters of credit at June 30, 2025, which was comprised of $38.1 million outstanding under the Reimbursement Agreement, $2.0 million outstanding under the Credit Agreement, and $2.0 million outstanding with financial institutions providing for short-term borrowing capacity, overdraft protection and bonding requirements. We maintain these letters of credit primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses which could become payable under terms of the underlying insurance contracts and compliance with contractual obligations. These letters of credit expire annually at various times during the year and are typically renewed. As of June 30, 2025, no amounts had been drawn under the letters of credit. As of June 30, 2025, we had $37.0 million in surety bond exposure issued as financial assurance on an insurance agreement.
Our outstanding long-term debt at June 30, 2025 was $1.2 billion and consisted of $483 million of our 2028 Notes, $345 million of our 2029 Notes and $400 million of our 2033 Notes. We were in compliance with all covenants under the associated agreements and indentures at June 30, 2025.
For a full description of the Credit Agreement, the Reimbursement Agreement, the 2028 Notes, the 2029 Notes, and the 2033 Notes, see Note 8 of Notes to unaudited condensed consolidated financial statements.
Cash Requirements
We believe our current liquidity, together with cash expected to be generated from operations, should provide us with sufficient ability to fund our current plans to maintain and make improvements to our existing equipment, service our debt, pay cash dividends and repurchase our common stock and senior notes for at least the next 12 months.
If we pursue other opportunities that require capital, we believe we would be able to satisfy these needs through a combination of working capital, cash flows from operating activities, borrowing capacity under our revolving credit facility or additional debt or equity financing. However, there can be no assurance that such capital will be available on reasonable terms, if at all.
The majority of our capital expenditures are expected to be used for normal, recurring items necessary to support our business. A portion of our capital expenditures can be adjusted and managed by us to match market demand and activity levels.
We anticipate $29.9 million of expenditures for the remainder of 2025 related to various contractual obligations such as certain commitments to purchase proppants and lease liabilities.
As of June 30, 2025, we had working capital of $525 million, including cash, cash equivalents and restricted cash of $186 million, compared to working capital of $453 million, including cash, cash equivalents and restricted cash of $241 million, at December 31, 2024.
During the six months ended June 30, 2025, our sources of cash flow included:
•$348 million from operating activities, and
•$28.3 million in proceeds from the disposal of property and equipment, including insurance recoveries.
During the six months ended June 30, 2025, our uses of cash flow included:
•$306 million to make capital expenditures for the betterment and refurbishment of drilling services and completion services equipment and, to a much lesser extent, equipment for our other businesses, to acquire and procure equipment to support our drilling services, completion services, drilling products, and other operations,
•$35.8 million for repurchases of our common stock,
•$61.6 million to pay dividends on our common stock,
•$6.4 million to repay the Equipment Loans;
•$4.4 million for payments related to finance leases, and
•$15.9 million for other investing and financing activities.
We paid cash dividends during the six months ended June 30, 2025 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
Total |
|
|
|
(in thousands) |
| Paid on March 17, 2025 |
$ |
0.08 |
|
|
$ |
30,877 |
|
| Paid on June 16, 2025 |
0.08 |
|
|
30,742 |
|
|
|
|
|
|
$ |
0.16 |
|
|
$ |
61,619 |
|
On July 23, 2025, our Board of Directors approved a cash dividend on our common stock in the amount of $0.08 per share to be paid on September 15, 2025 to holders of record as of September 2, 2025. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend for any reason, including to improve our financial flexibility and position our company for long-term success. There can be no assurance that we will pay a dividend in the future.
We may, at any time and from time to time, seek to retire or purchase our outstanding debt for cash through open-market purchases, privately negotiated transactions, redemptions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of June 30, 2025, we had remaining authorization to purchase approximately $728 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.
Treasury stock acquisitions during the six months ended June 30, 2025 were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Cost |
| Treasury shares at beginning of period |
133,440,028 |
|
$ |
1,951,067 |
|
| Purchases pursuant to stock buyback program |
4,278,723 |
|
|
31,434 |
|
Acquisitions pursuant to long-term incentive plans (1) |
669,959 |
|
|
4,632 |
|
| Treasury shares at end of period |
138,388,710 |
|
$ |
1,987,133 |
|
(1)We withheld 669,959 shares during the six months ended June 30, 2025 with respect to employees’ tax withholding obligations upon the vesting of restricted stock units. These shares were acquired at fair market value. These acquisitions were made
pursuant to the terms of the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended and the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan, and not pursuant to the stock buyback program.
Commitments — As of June 30, 2025, we had commitments to purchase major equipment totaling approximately $94.8 million. Our completion services segment has entered into agreements to purchase minimum quantities of proppants from certain vendors. As of June 30, 2025, the remaining minimum obligation under these agreements was approximately $27.1 million, of which approximately $9.2 million, $13.1 million, and $4.8 million relate to the remainder of 2025, 2026, and 2027, respectively.
See Note 9 of Notes to unaudited condensed consolidated financial statements for additional information on our current commitments and contingencies as of June 30, 2025.
Operating lease liabilities totaled $44.7 million and finance lease liabilities totaled $21.8 million as of June 30, 2025.
Trading and Investing — We have not engaged in trading activities that include high-risk securities, such as derivatives and non-exchange traded contracts. We invest cash primarily in highly liquid, short-term investments such as overnight deposits and money market accounts.
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is not defined by accounting principles generally accepted in the United States of America (“GAAP”). We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), net interest expense, depreciation, depletion, amortization and impairment expense, impairment of goodwill, and merger and integration expense. We present Adjusted EBITDA as a supplemental disclosure because we believe it provides to both management and investors additional information with respect to the performance of our fundamental business activities and a comparison of the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be construed as an alternative to the GAAP measure of net income (loss). Our computations of Adjusted EBITDA may not be the same as similarly titled measures of other companies. Set forth below is a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measure of net income (loss).
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|
|
|
|
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|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
June 30, |
|
March 31, |
|
June 30, |
|
June 30, |
|
2025 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Net income (loss) |
$ |
(48,697) |
|
|
$ |
1,290 |
|
|
$ |
11,621 |
|
|
$ |
(47,407) |
|
|
$ |
63,327 |
|
| Income tax expense |
1,194 |
|
|
1,390 |
|
|
17,785 |
|
|
2,584 |
|
|
37,782 |
|
| Net interest expense |
16,373 |
|
|
16,233 |
|
|
16,046 |
|
|
32,606 |
|
|
32,192 |
|
| Depreciation, depletion, amortization and impairment |
261,858 |
|
|
231,866 |
|
|
267,638 |
|
|
493,724 |
|
|
542,594 |
|
|
|
|
|
|
|
|
|
|
|
| Merger and integration expense |
488 |
|
|
432 |
|
|
10,645 |
|
|
920 |
|
|
22,878 |
|
| Adjusted EBITDA |
$ |
231,216 |
|
|
$ |
251,211 |
|
|
$ |
323,735 |
|
|
$ |
482,427 |
|
|
$ |
698,773 |
|
Adjusted Gross Profit
We define “Adjusted gross profit” as revenues less direct operating costs (excluding depreciation, depletion, amortization and impairment expense). Adjusted gross profit is included as a supplemental disclosure because it is a useful indicator of our operating performance.
|
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|
|
|
|
|
|
|
|
Drilling Services |
|
Completion Services |
|
Drilling Products |
|
Other |
|
(in thousands) |
For the three months ended June 30, 2025 |
|
|
|
|
|
|
|
| Revenues |
$ |
403,805 |
|
|
$ |
719,332 |
|
|
$ |
88,390 |
|
|
$ |
7,793 |
|
| Less direct operating costs |
(254,772) |
|
|
(619,083) |
|
|
(49,335) |
|
|
(6,173) |
|
| Less depreciation, depletion, amortization and impairment |
(112,647) |
|
|
(119,774) |
|
|
(23,584) |
|
|
(3,538) |
|
|
|
|
|
|
|
|
|
| GAAP gross profit (loss) |
36,386 |
|
|
(19,525) |
|
|
15,471 |
|
|
(1,918) |
|
| Depreciation, depletion, amortization and impairment |
112,647 |
|
|
119,774 |
|
|
23,584 |
|
|
3,538 |
|
|
|
|
|
|
|
|
|
| Adjusted gross profit |
$ |
149,033 |
|
|
$ |
100,249 |
|
|
$ |
39,055 |
|
|
$ |
1,620 |
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2025 |
|
|
|
|
|
|
|
| Revenues |
$ |
412,860 |
|
|
$ |
766,080 |
|
|
$ |
85,663 |
|
|
$ |
15,934 |
|
| Less direct operating costs |
(247,629) |
|
|
(657,681) |
|
|
(46,940) |
|
|
(9,164) |
|
| Less depreciation, depletion, amortization and impairment |
(84,972) |
|
|
(115,826) |
|
|
(22,876) |
|
|
(6,336) |
|
| GAAP gross profit (loss) |
80,259 |
|
|
(7,427) |
|
|
15,847 |
|
|
434 |
|
| Depreciation, depletion, amortization and impairment |
84,972 |
|
|
115,826 |
|
|
22,876 |
|
|
6,336 |
|
| Adjusted gross profit |
$ |
165,231 |
|
|
$ |
108,399 |
|
|
$ |
38,723 |
|
|
$ |
6,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2025 |
|
|
|
|
|
|
|
| Revenues |
$ |
816,665 |
|
|
$ |
1,485,412 |
|
|
$ |
174,053 |
|
|
$ |
23,727 |
|
| Less direct operating costs |
(502,401) |
|
|
(1,276,764) |
|
|
(96,275) |
|
|
(15,337) |
|
| Less depreciation, depletion, amortization and impairment |
(197,619) |
|
|
(235,600) |
|
|
(46,460) |
|
|
(9,874) |
|
|
|
|
|
|
|
|
|
| GAAP gross profit (loss) |
116,645 |
|
|
(26,952) |
|
|
31,318 |
|
|
(1,484) |
|
| Depreciation, depletion, amortization and impairment |
197,619 |
|
|
235,600 |
|
|
46,460 |
|
|
9,874 |
|
|
|
|
|
|
|
|
|
| Adjusted gross profit |
$ |
314,264 |
|
|
$ |
208,648 |
|
|
$ |
77,778 |
|
|
$ |
8,390 |
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2024 |
|
|
|
|
|
|
|
| Revenues |
$ |
897,862 |
|
|
$ |
1,750,370 |
|
|
$ |
176,027 |
|
|
$ |
34,295 |
|
| Less direct operating costs |
(533,234) |
|
|
(1,398,834) |
|
|
(94,777) |
|
|
(21,458) |
|
| Less depreciation, depletion, amortization and impairment |
(190,952) |
|
|
(287,373) |
|
|
(50,358) |
|
|
(10,923) |
|
| GAAP gross profit |
173,676 |
|
|
64,163 |
|
|
30,892 |
|
|
1,914 |
|
| Depreciation, depletion, amortization and impairment |
190,952 |
|
|
287,373 |
|
|
50,358 |
|
|
10,923 |
|
| Adjusted gross profit |
$ |
364,628 |
|
|
$ |
351,536 |
|
|
$ |
81,250 |
|
|
$ |
12,837 |
|
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. There have been no material changes to our critical accounting estimates previously disclosed in Item 7 of our Annual Report.
Impairment of long-lived assets — We review our long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of certain assets may not be recovered over their estimated remaining useful lives (“triggering events”). In connection with this review, assets are grouped at the lowest level at which identifiable cash flows are largely independent of other asset groupings.
We estimated future cash flows over the life of the respective assets or asset groupings in our assessment of its recoverability. These estimates of cash flows were based on historical trends in the industry as well as our expectations regarding the continuation of these trends in the future.
Negative market indicators such as lower industry-wide drilling rig and pressure pumping fleet count forecasts, increased volatility and margin compression for certain of our asset groups have led to our reduced outlook for activity. The reduction in activity forecasts combined with the recent decline in the market price of our common stock were considered a triggering event indicating certain of our long-lived tangible and intangible assets may be impaired. We deemed it necessary to perform recoverability tests on our hydraulic fracturing asset group within our completion services reporting unit and our Latin American contract drilling asset group during the second quarter of 2025. We estimated future cash flows over the expected remaining life of the primary asset for each asset group. On an undiscounted basis, the expected cash flows exceeded the carrying value of our hydraulic fracturing asset group within our completion services reporting unit, indicating that no impairment was required.
The recoverability test for our Latin American contract drilling asset group indicated that estimated undiscounted cash flows did not exceed its carrying value. Accordingly, we performed an impairment test and estimated the fair value of the asset group using the income approach. Under this approach, we used a discounted cash flow model, which utilized present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions in the second quarter of 2025 and management’s anticipated business outlook for the asset group. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital. Based on the results of the analysis performed, we recorded a $27.8 million impairment charge to Latin American drilling equipment during the three months ended June 30, 2025 in our drilling services segment.
While the full effects of recent market developments are yet to be determined, prolonged trade tensions and sustained lower crude oil futures prices could adversely affect our future outlook on activity and profitability. If these conditions persist or deteriorate further, or if other unforeseen macroeconomic conditions emerge, they could negatively impact the expected cash flows used in our recoverability tests for our asset groups. Such changes could result in impairment charges in the future, which could be material to our results of operations and financial statements as a whole.
Goodwill — We assess goodwill at least annually on July 31, or more frequently if impairment indicators arise. Goodwill is tested at the reporting unit level, which is at or one level below our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors. Any necessary goodwill impairment is determined using a quantitative impairment test. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall. The fair value of a reporting unit is determined using significant unobservable inputs, or level 3 in the fair value hierarchy. These inputs are based on forecasts and significant judgment.
We determined our drilling products operating segment consists of a single reporting unit to which the goodwill from our 2023 acquisition of Ulterra Drilling Technologies, L.P. was allocated. We determined our completion services operating segment consisted of two reporting units; completion services, which was primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services.
During the second quarter of 2025, we viewed the reduction in activity forecasts combined with the decline in the market price of our common stock as a triggering event that warranted a quantitative assessment for goodwill impairment.
We estimated the fair value of the drilling products and cementing services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilized present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions in the second quarter of 2025 and the expected market outlook. Future cash flows were projected based on estimates of revenue growth rates, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model consisted of a growth estimate. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital. Financial and credit market volatility directly impacts our fair value measurement through the weighted average cost of capital used to determine a discount rate. During times of volatility, significant judgment must be applied to determine whether credit market changes are a short-term or long-term trend.
The forecast for the cementing services reporting unit assumed lower activity in 2026 compared to estimated average activity levels for full year 2025 and moderate growth estimates thereafter. Those estimates were based on future drilling rig count forecasts during the second quarter of 2025 and estimated market share. Based on the results of the goodwill impairment test, the fair value of the cementing services reporting unit exceeded its carrying value with a substantial cushion.
Accordingly, no impairment was recorded.
The forecast for the drilling products reporting unit assumed lower activity during 2025 relative to 2024, with growth estimates thereafter. The increases in estimated activity assumed growth in both domestic and international markets. Those growth estimates were based on drilling rig count forecasts and estimated market share. Geopolitical instability in regions in which we expect to maintain and grow market share, an unfavorable legal proceeding outcome, a global decrease in the demand of drilling products or other unforeseen macroeconomic considerations could negatively impact the key assumptions used in our goodwill assessment for our drilling products reporting unit. Based on the results of the goodwill impairment test, the fair value of the drilling products reporting unit exceeded its carrying value by approximately 8%. Accordingly, no impairment was recorded.
Assuming all changes are isolated, a decrease of 100 bps in our long-term revenue growth rate for our drilling products reporting unit would reduce our estimated fair value by approximately 7%, while a 100 bps increase to our discount rate would reduce our estimated fair value by approximately 10%.
A decrease in fair value resulting from unfavorable changes to these assumptions, or others, could result in goodwill impairment in future periods that could be material to our results of operations and financial statements as a whole.
Recently Issued Accounting Standards
See Note 1 of Notes to unaudited condensed consolidated financial statements for a discussion of the impact of recently issued accounting standards.
Volatility of Oil and Natural Gas Prices and its Impact on Operations and Financial Condition
Our revenues, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas and expectations about future prices, and upon our customers’ ability to access, and willingness to deploy, capital to fund their operating and capital expenditures. Commodity prices have historically been volatile, but were relatively range-bound from the end of 2022 through the first quarter of 2025. The current demand for equipment and services remains impacted by macro conditions, including commodity prices, geopolitical environment, changes to international tariffs and trade policies, inflationary pressures, economic conditions in the United States and elsewhere, as well as customer consolidation and focus by exploration and production companies and service companies on capital returns. During the second quarter of 2025, global economic conditions deteriorated, in part, because of recently enacted and proposed trade policies and tariffs by the United States and other governments, as well as uncertainty regarding potential future changes to global trade policies and tariffs. Additionally, during the second quarter of 2025, OPEC+ countries began phasing out voluntary crude oil production cuts, leading to an increase in global supply. These developments, combined with rising geopolitical tensions—particularly in the Middle East—have heightened uncertainty in global energy markets, which has contributed to a decline in our share price, lowered average crude oil futures prices and increased uncertainty regarding the future economic environment in which we operate. While the full effects are yet to be determined, and commodity prices have modestly recovered from the lows in the second quarter, prolonged trade tensions and sustained lower crude oil futures prices could adversely affect our future outlook on activity and profitability. Oil prices averaged $64.57 per barrel in the second quarter of 2025, as compared to $71.78 per barrel in the first quarter of 2025, and closed at $68.39 per barrel on July 21, 2025. Natural gas prices (based on the Henry Hub Spot Market Price) averaged $3.19 per MMBtu in the second quarter of 2025 as compared to an average of $4.14 per MMBtu in the first quarter of 2025, and closed at $3.50 per MMBtu on July 21, 2025.
In light of these and other factors, we expect oil and natural gas prices to continue to be unpredictable and to affect our financial condition, operations and ability to access sources of capital. Higher oil and natural gas prices do not necessarily result in increased activity because demand for our services is generally driven by our customers’ expectations of future oil and natural gas prices, as well as our customers’ ability to access, and willingness to deploy, capital to fund their operating and capital expenditures. A decline in demand for oil and natural gas, prolonged low oil or natural gas prices, expectations of decreases in oil and natural gas prices or a reduction in the ability of our customers to access capital would likely result in reduced capital expenditures by our customers and decreased demand for our services, which could have a material adverse effect on our operating results, financial condition and cash flows. Even during periods of historically moderate or high prices for oil and natural gas, companies exploring for oil and natural gas may cancel or curtail programs or reduce their levels of capital expenditures for exploration and production for a variety of reasons, including the depletion of capital expenditure budgets and/or meeting annual drilling and completion targets, which could reduce demand for our services.
Impact of Inflation and Trade Policies
Moderate inflationary pressures and uncertainty regarding recently enacted and proposed changes to trade policies and tariffs by the United States and other governments, as well as uncertainty regarding potential future changes to global trade policies and tariffs, have contributed, or may contribute, to increases in the cost of certain goods, services, and labor. While the full effects are yet to be determined, prolonged trade tensions could, among other things, increase the costs of certain products used in our businesses, such as drill pipe, parts, and electronics. We continue to actively monitor market trends primarily related to sourcing of labor, supplies and equipment.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We may be exposed to certain market risks arising from the use of financial instruments in the ordinary course of business. For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report. There have been no material changes in our exposure to market risk.
As of June 30, 2025, we would have had exposure to interest rate market risk associated with any outstanding borrowings and letters of credit that we had under the Credit Agreement and amounts owed under the Reimbursement Agreement.
Loans under the Credit Agreement bear interest by reference, at our election, to the SOFR rate (plus a 0.10% per annum adjustment) or base rate, in each case subject to a 0% floor. The applicable margin on SOFR rate loans varies from 1.25% to 2.25% and the applicable margin on base rate loans varies from 0.25% to 1.25%, in each case determined based on our credit rating. As of June 30, 2025, the applicable margin on SOFR rate loans was 1.75% and the applicable margin on base rate loans was 0.75% A letter of credit fee is payable by us equal to the applicable margin for SOFR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.15% to 0.35% based on our credit rating. As of June 30, 2025, we had $2.0 million in letters of credit outstanding under the Credit Agreement and, as a result, had available borrowing capacity of approximately $498 million at that date.
Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any of our letters of credit issued thereunder. We are obligated to pay Scotiabank interest on all amounts not paid by us on the date of demand or when otherwise due at the Prime rate plus 2.00% per annum.
Our functional currency is primarily the U.S. dollar. Approximately 98% of our revenue during the first half of 2025 was denominated in U.S. dollars. As such, we do not believe we are significantly exposed to foreign currency exchange rate risk. However, a portion of our revenues in foreign countries are denominated in U.S. dollars, and therefore, changes in foreign currency exchange rates impact our earnings to the extent that costs associated with those U.S. dollar revenues are denominated in the local currency. Similarly, a portion of our revenues are denominated in foreign currencies, but have associated U.S. dollar costs, which also give rise to foreign currency exchange rate exposure.
The carrying values of cash, cash equivalents and restricted cash, trade receivables and accounts payable approximate fair value due to the short-term maturity of these items.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures — We maintain disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), designed to ensure that the information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10‑Q. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting —There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings
Certain subsidiaries we acquired in the Ulterra acquisition are defendants in a claim brought by a subsidiary of NOV Inc. alleging breach of a license agreement related to certain patents. Such subsidiaries have asserted defenses to the claim and are defending vigorously against this claim.
On February 6, 2023, Grant Prideco, Inc., ReedHycalog UK, Ltd. ReedHycalog, LP, National Oilwell Varco, LP (“NOV”) sued Ulterra Drilling Technologies, LP (“Ulterra”) and several other companies in Texas state court. NOV seeks a declaration that United States Patent No. 8,721,752 (the “’752 Patent”) is a “Licensed RH Patent” per the terms of a license agreement between Ulterra and NOV. NOV also alleges a breach of contract based on the license agreement between NOV and Ulterra and seeks allegedly owed royalties since October 22, 2021. NOV also seeks attorney’s fees.
On February 27, 2023, Ulterra filed a plea to the jurisdiction, and subject thereto, an answer, affirmative defenses and counterclaims. Ulterra’s counterclaims include: (i) declaratory judgments of non-infringement of U.S. Pat. No. 7,568,534 and the ’752 patent; (ii) a declaratory judgment of no royalties after Oct. 22, 2021; (iii) a declaratory judgment that certain other identified patents are expired and therefore not infringed after Oct. 22, 2021; and (iv) a declaratory judgment of no breach of contract. On the same day, Ulterra filed a notice of removal in federal court for the Southern District of Texas, Houston Division (SDTX 4:23-cv-00730), as well as a corresponding notice in Texas state court. NOV moved to dismiss and remand the case back to state court. On February 17, 2024, the Court denied NOV’s motion. On March 19, 2024, Ulterra moved for judgment on the pleadings regarding its declaratory judgment that certain other identified patents are expired and therefore not infringed after October 22, 2021. On February 13, 2025, the motion was granted in part and denied in part.
Discovery is closed and dispositive motions are fully briefed. Trial is currently scheduled for October 27, 2025. An unfavorable judgment or resolution of this claim not covered by indemnity could have a material impact on our financial results.
Additionally, we are party to various other legal proceedings arising in the normal course of our business. We do not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below sets forth the information with respect to purchases of our common stock made by us during the quarter ended June 30, 2025.
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| Period Covered |
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Total
Number of Shares
Purchased(1)
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Average Price Paid per Share |
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Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
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Approximate Dollar
Value of Shares
That May Yet Be
Purchased Under the
Plans or
Programs
(in thousands) (2)
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| April 2025 |
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18,558 |
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$ |
6.22 |
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— |
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$ |
740,872 |
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| May 2025 |
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2,291,007 |
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$ |
6.07 |
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2,200,000 |
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$ |
727,501 |
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| June 2025 |
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301,836 |
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$ |
5.80 |
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— |
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$ |
727,501 |
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| Total |
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2,611,401 |
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2,200,000 |
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(1)We withheld 411,401 shares during the second quarter of 2025 with respect to employees’ tax withholding obligations upon the vesting of restricted stock units. These shares were acquired at fair market value. These acquisitions were made pursuant to the terms of the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended and the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan, and not pursuant to the stock buyback program.
(2)In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program.
ITEM 5. Other Information
(c)During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated any trading arrangements for the sale of share of our common stock.
ITEM 6. Exhibits
The following exhibits are filed herewith or incorporated by reference, as indicated:
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| 3.1 |
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| 3.2 |
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| 10.1* |
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| 10.2* |
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| 10.3* |
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| 10.4* |
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| 31.1* |
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| 31.2* |
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| 32.1** |
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| 101.INS* |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 |
The cover page from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL. |
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| * |
filed herewith. |
| ** |
furnished herewith. |
| + |
management contact or compensatory plan. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PATTERSON-UTI ENERGY, INC. |
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By: |
/s/ C. Andrew Smith |
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C. Andrew Smith |
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Executive Vice President and |
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Chief Financial Officer |
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(Principal Financial Officer and Duly Authorized Officer) |
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Date: July 29, 2025 |
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EX-10.1
2
ex101sharesettledrsuagreem.htm
EX-10.1
Document
EXHIBIT 10.1
EXECUTIVE OFFICER
RESTRICTED STOCK UNIT AWARD AGREEMENT
PATTERSON-UTI ENERGY, INC.
2021 LONG-TERM INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and [_____] (the “Recipient”) effective as of [ ], 202[ ] (the “Grant Date”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), which is incorporated by reference herein in its entirety.
WHEREAS, the Company desires to grant to the Recipient the restricted stock units specified herein (the “RSUs”), subject to the terms and conditions of this Agreement and the Plan.
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:
(a)“Cause” shall have the meaning set forth in the Employment Agreement.
(b)“Employment Agreement” shall mean the Recipient’s employment, severance, change in control or other similar agreement with the Company or its Subsidiary.
(c)“Forfeiture Restrictions” shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of RSUs issued to the Recipient hereunder and the obligation to forfeit and surrender such RSUs to the Company.
(d)“Good Reason” shall have the meaning set forth in the Employment Agreement.
(e)“Restricted Period” shall mean the period designated by the Company during which the RSUs are subject to Forfeiture Restrictions under this Agreement.
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
2.Grant of Restricted Stock Units. Effective as of the Grant Date, the Company hereby grants to the Recipient pursuant to the terms and conditions of the Plan and this Agreement the following number of RSUs: [______]. Each RSU shall represent the right to receive one share of the Company’s common stock, $0.01 par value per share (a “Share”) on the conditions set forth herein. During the Restricted Period, the RSUs will be evidenced by entries in a bookkeeping ledger account which reflect the number of RSUs credited under the Plan for the Recipient’s benefit.
3.Vesting and Settlement. The RSUs that are granted hereby shall be subject to the Forfeiture Restrictions. The Restricted Period and all of the Forfeiture Restrictions on the RSUs shall lapse and the RSUs shall vest as follows (it being understood that the number of RSUs as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested RSUs specified in subparagraph (a), (b), (c) or (d) below):
(a)The Recipient shall become vested as to the RSUs pursuant to the following vesting schedule:
(i)on the first anniversary of the Grant Date, 1/3 of the RSUs subject to this Agreement shall vest;
(ii)on the second anniversary of the Grant Date, 1/3 of the RSUs subject to this Agreement shall vest; and
(iii)on the third anniversary of the Grant Date, the remaining 1/3 of the RSUs subject to this Agreement shall vest.
(b)If the Recipient’s employment with the Company and all Subsidiaries is terminated for any reason other than death or Disability or as set forth in Section 3(d) below before all the RSUs have vested, the RSUs that have not vested shall be forfeited and the Recipient shall cease to have any rights with respect to such forfeited RSUs.
(c)In the event of the termination of the Recipient’s employment with the Company and all Subsidiaries due to death or Disability before all of the RSUs have vested, the Recipient shall be vested in the number of RSUs equal to the sum of the following:
(i)a number equal to the product of (A) 1/3 of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date up to a maximum of 365 days and ending on and including the date of the Recipient’s termination of employment due to death or Disability, and the denominator of which is 365, plus
(ii)a number equal to the product of (A) 1/3 of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date up to a maximum of 730 days and ending on and including the date of the Recipient’s termination of employment due to death or Disability, and the denominator of which is 730, plus
(iii)a number equal to the product of (A) 1/3 of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date up to a maximum of 1095 days and ending on and including the date of the Recipient’s termination of employment due to death or Disability, and the denominator of which is 1095.
(d)Notwithstanding any provision in the Employment Agreement, in the event of the termination of the Recipient’s employment with the Company and all Subsidiaries by the Company without Cause or by the Recipient for Good Reason, in each case, on or following the occurrence of a Change of Control, the RSUs that have not vested as of the date of such termination shall be 100% vested; provided, however, that this subparagraph (d) shall not apply if the Recipient is the Covered Person or forms part of the Covered Person for purposes of such Change of Control.
Subject to satisfaction of the withholding provisions of Section 8, in respect of each RSU granted hereunder that becomes vested in accordance with any of the foregoing provisions, the Company shall deliver or transfer to the Recipient one Share on or before the date that is 2-½ months following the applicable vesting date. Any Shares issuable to the Recipient in respect of vested RSUs will be issued to the Recipient (or, if issuable pursuant to Section 3.3(c) and if applicable, the Recipient’s legal representative or estate), and thereafter the Recipient or, if applicable, the Recipient’s estate and heirs, executors, administrators and the Recipient’s legal representatives shall have no further rights with respect to such RSUs.
4.Dividend Equivalents. During the Restricted Period, Dividend Equivalents with respect to the Shares covered by the RSUs shall be accrued and credited, without interest, to a notional account and shall be subject to the same vesting and payment schedule as the underlying RSUs and payable in cash.
5.Section 409A. The RSUs granted hereby are subject to the payment timing and other restrictions set forth in Section 12.14 of the Plan.
6.Transfer Restrictions. The RSUs granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Notwithstanding the foregoing, the Recipient may assign or transfer the RSUs granted hereby pursuant to a qualified domestic relations order (as defined in Section 414(p) of the Code or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended), or with the consent of the Committee (i) for charitable donations; (ii) to the Recipient’s spouse, children or grandchildren (including any adopted and stepchildren and grandchildren), or (iii) a trust for the benefit of the Recipient or the persons referred to in clause (ii) (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Company evidencing such obligations, relating to the RSUs; and provided further that the Recipient shall remain bound by the terms and conditions of the Plan. Further, any Shares delivered upon the vesting of the RSUs awarded hereunder may not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, and the Recipient agrees (i) that the Company may refuse to cause the transfer of such Shares to be registered on the applicable stock transfer records if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law, and (ii) that the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of such Shares. The Recipient acknowledges and agrees that the Company may provide the Recipient’s information to a brokerage firm specified by the Company, which information would allow the brokerage firm to open an account in the name of the Recipient for the purpose of holding the RSUs and receiving any Shares upon the vesting of the RSUs.
7.Capital Adjustments and Reorganizations. The existence of the RSUs shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization, joint venture, subsidiary or division sale, or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.
8.Tax Withholding. To the extent that the receipt of the RSUs or the Agreement, the vesting of the RSUs or a distribution under this Agreement results in income to the Recipient for federal, state or local income, employment, excise or other tax purposes with respect to which the Company or any of its Subsidiaries has a withholding obligation, the Recipient shall deliver to the Company or such Subsidiary at the time of such receipt, vesting or distribution, as the case may be, such amount of money as the Company or such Subsidiary may require to meet its obligation under applicable tax laws or regulations. If the Recipient fails to do so, the Company or any of its Subsidiaries is authorized to withhold from wages or other amounts otherwise payable to such Recipient such taxes as may be required by law or to take such other action as may be necessary to satisfy such withholding obligations. Subject to restrictions that the Committee, in its sole discretion, may impose, the Recipient may satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company’s earnings), or by directing the Company to retain Shares (up to the Recipient’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable under this Agreement. The Company shall not be obligated to deliver, transfer or release any Shares upon the vesting of the RSUs until all applicable federal, state and local income, employment, excise or other tax withholding requirements have been satisfied.
9.No Fractional Shares. All provisions of this Agreement concern whole Shares. Notwithstanding anything contained in this Agreement to the contrary, if the application of any provision of this Agreement would yield a fractional share, such fractional share shall be rounded down to the next whole Share.
10.Restricted Stock Unit Award Does Not Award any Rights of a Stockholder. The Recipient shall not have the voting rights or any of the other rights, powers or privileges of a holder of the stock of the Company with respect to the RSUs that are awarded hereby. Only after any Shares are issued under this Agreement will the Recipient have all of the rights of a stockholder with respect to such Shares.
11.Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to guarantee the right to remain an employee of the Company or its Subsidiaries for any specified term.
12.Amendment and Waiver. Except as otherwise provided in Section 11.1 of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Recipient. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions effective. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or of any breach of any term or condition, contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other term or condition, or a waiver of any breach of any other term or condition.
13.Governing Law and Severability. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.
14.Successors and Assigns. Subject to the limitations which this Agreement imposes upon the transferability of the RSUs granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Recipient and the Recipient’s Permitted Assignees, executors, administrators, agents, legal and personal representatives.
15.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
16.Grant Subject to Terms of Plan and this Agreement. The Recipient acknowledges and agrees that the grant of the RSUs hereunder is made pursuant to and governed by the terms of the Plan and this Agreement, ratifies and consents to any action taken by the Company, the Board of Directors or the Committee concerning the Plan and agrees that the grant of the RSUs pursuant to this Agreement is subject in all respects to the more detailed provisions of the Plan.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Recipient has executed this Agreement, all effective as of the date first above written.
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PATTERSON-UTI ENERGY, INC.: |
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By: |
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Name: |
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Title: |
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RECIPIENT: |
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EX-10.2
3
ex102cashsettledrsuagreeme.htm
EX-10.2
Document
EXHIBIT 10.2
EXECUTIVE OFFICER
CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT
PATTERSON-UTI ENERGY, INC.
2021 LONG-TERM INCENTIVE PLAN
THIS CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and [_____] (the “Recipient”) effective as of [ ], 202[ ] (the “Grant Date”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), which is incorporated by reference herein in its entirety.
WHEREAS, the Company desires to grant to the Recipient the restricted stock units specified herein (the “RSUs”), subject to the terms and conditions of this Agreement and the Plan.
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:
(a)“Cause” shall have the meaning set forth in the Employment Agreement.
(b)“Employment Agreement” shall mean the Recipient’s employment, severance, change in control or other similar agreement with the Company or its Subsidiary.
(c)“Forfeiture Restrictions” shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of RSUs issued to the Recipient hereunder and the obligation to forfeit and surrender such RSUs to the Company.
(d)“Good Reason” shall have the meaning set forth in the Employment Agreement.
(e)“Restricted Period” shall mean the period designated by the Company during which the RSUs are subject to Forfeiture Restrictions under this Agreement.
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
2.Grant of Restricted Stock Units. Effective as of the Grant Date, the Company hereby grants to the Recipient pursuant to the terms and conditions of the Plan and this Agreement the following number of RSUs: [______]. Each RSU represents the right to receive, on the conditions set forth herein, a cash payment equal to the average closing price of one share of the Company’s common stock, $0.01 par value per share (a “Share”) as reported on The Nasdaq Global Select Market (or any other principal national securities exchange on which the Shares are then listed) for the twenty trading day period concluding on such RSU’s vesting date (the “RSU Settlement Price”).
3.Vesting and Settlement. The RSUs that are granted hereby shall be subject to the Forfeiture Restrictions. The Restricted Period and all of the Forfeiture Restrictions on the RSUs shall lapse and the RSUs shall vest as follows (it being understood that the number of RSUs as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested RSUs specified in subparagraph (a), (b), (c) or (d) below):
(a)The Recipient shall become vested as to the RSUs pursuant to the following vesting schedule:
(i)on the first anniversary of the Grant Date, 1/3 of the RSUs subject to this Agreement shall vest;
(ii)on the second anniversary of the Grant Date, 1/3 of the RSUs subject to this Agreement shall vest; and
(iii)on the third anniversary of the Grant Date, the remaining 1/3 of the RSUs subject to this Agreement shall vest.
(b)If the Recipient’s employment with the Company and all Subsidiaries is terminated for any reason other than death or Disability or as set forth in Section 3(d) below before all the RSUs have vested, the RSUs that have not vested shall be forfeited and the Recipient shall cease to have any rights with respect to such forfeited RSUs.
(c)In the event of the termination of the Recipient’s employment with the Company and all Subsidiaries due to death or Disability before all of the RSUs have vested, the Recipient shall be vested in the number of RSUs equal to the sum of the following:
(i)a number equal to the product of (A) 1/3 of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date up to a maximum of 365 days and ending on and including the date of the Recipient’s termination of employment due to death or Disability, and the denominator of which is 365, plus
(ii)a number equal to the product of (A) 1/3 of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date up to a maximum of 730 days and ending on and including the date of the Recipient’s termination of employment due to death or Disability, and the denominator of which is 730, plus
(iii)a number equal to the product of (A) 1/3 of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date up to a maximum of 1095 days and ending on and including the date of the Recipient’s termination of employment due to death or Disability, and the denominator of which is 1095.
(d)Notwithstanding any provision in the Employment Agreement, in the event of the termination of the Recipient’s employment with the Company and all Subsidiaries by the Company without Cause or by the Recipient for Good Reason, in each case, on or following the occurrence of a Change of Control, the RSUs that have not vested as of the date of such termination shall be 100% vested; provided, however, that this subparagraph (d) shall not apply if the Recipient is the Covered Person or forms part of the Covered Person for purposes of such Change of Control.
Subject to satisfaction of the withholding provisions of Section 8, in respect of each RSU granted hereunder that becomes vested in accordance with any of the forgoing provisions, the Company shall pay to the Recipient the RSU Settlement Price on or before the date that is 2-½ months following the applicable vesting date. Any amounts payable to the Recipient in respect of vested RSUs will be paid to the Recipient (or, if payable pursuant to Section 3(c) and if applicable, the Recipient’s legal representative or estate), and thereafter the Recipient or, if applicable, the Recipient’s estate and heirs, executors, administrators and the Recipient’s legal representatives shall have no further rights with respect to such RSUs.
4.Dividend Equivalents. During the Restricted Period, Dividend Equivalents with respect to a number of Shares equal to the number of RSUs granted hereunder shall be accrued and credited, without interest, to a notional account and shall be subject to the same vesting and payment schedule as the underlying RSUs and payable in cash.
5.Section 409A. The RSUs granted hereby are subject to the payment timing and other restrictions set forth in Section 12.14 of the Plan.
6.Transfer Restrictions. The RSUs granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Notwithstanding the foregoing, the Recipient may assign or transfer the RSUs granted hereby pursuant to a qualified domestic relations order (as defined in Section 414(p) of the Code or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended), or with the consent of the Committee (i) for charitable donations; (ii) to the Recipient’s spouse, children or grandchildren (including any adopted and stepchildren and grandchildren), or (iii) a trust for the benefit of the Recipient or the persons referred to in clause (ii) (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Company evidencing such obligations, relating to the RSUs; and provided further that the Recipient shall remain bound by the terms and conditions of the Plan. The Recipient acknowledges and agrees that the Company may provide the Recipient’s information to a brokerage firm specified by the Company, which information would allow the brokerage firm to open an account in the name of the Recipient for the purpose of holding the RSUs.
7.Capital Adjustments and Reorganizations. The existence of the RSUs shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization, joint venture, subsidiary or division sale, or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.
8.Tax Withholding. To the extent that the vesting of any portion of the RSUs or any payment under this Agreement results in income to the Recipient for federal, state or local income, employment, excise or other tax purposes with respect to which the Company or any of its Subsidiaries has a withholding obligation, the Company or such Subsidiary shall be permitted to withhold such amount of money as the Company or such Subsidiary may require to meet its obligation under applicable tax laws or regulations. The Company or any of its Subsidiaries is further authorized to withhold from wages or other amounts otherwise payable to such Recipient such taxes as may be required by law or to take such other action as may be necessary to satisfy such withholding obligations.
9.Restricted Stock Unit Award Does Not Award any Rights of a Stockholder. The Recipient shall not have the voting rights or any of the other rights, powers or privileges of a holder of the stock of the Company with respect to the RSUs that are awarded hereby.
10.Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to guarantee the right to remain an employee of the Company or its Subsidiaries for any specified term.
11.Amendment and Waiver. Except as otherwise provided in Section 11.1 of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Recipient. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions effective. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or of any breach of any term or condition, contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other term or condition, or a waiver of any breach of any other term or condition.
12.Governing Law and Severability. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.
13.Successors and Assigns. Subject to the limitations which this Agreement imposes upon the transferability of the RSUs granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Recipient and the Recipient’s Permitted Assignees, executors, administrators, agents, legal and personal representatives.
14.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
15.Grant Subject to Terms of Plan and this Agreement. The Recipient acknowledges and agrees that the grant of the RSUs hereunder is made pursuant to and governed by the terms of the Plan and this Agreement, ratifies and consents to any action taken by the Company, the Board of Directors or the Committee concerning the Plan and agrees that the grant of the RSUs pursuant to this Agreement is subject in all respects to the more detailed provisions of the Plan.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Recipient has executed this Agreement, all effective as of the date first above written.
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EX-10.3
4
ex103tsrpsuagreementcashse.htm
EX-10.3
Document
EXHIBIT 10.3
PATTERSON-UTI ENERGY, INC.
2021 LONG-TERM INCENTIVE PLAN
CASH-SETTLED
PERFORMANCE UNIT AWARD AGREEMENT
[ ], 202[ ]
1.PERFORMANCE UNIT AWARD. Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby awards to [_____] (the “Grantee”), effective as of the Date of Award set forth above (the “Date of Award”), a Performance Unit Award (the “Award”) on the terms and conditions as set forth in this agreement (this “Agreement”).
1.1General Performance Criteria. The Award provides the Grantee an opportunity to earn from 0% to 200% of a target amount of [____] Performance Units (the “Target Amount”) based upon the Company’s Total Stockholder Return (as defined below) for three separate Performance Periods (as defined below) as compared with the Total Stockholder Return of each of the peer index companies set forth on Exhibit A (collectively, the “Peer Index Companies”) for the applicable Performance Period. For each Performance Period, “Total Stockholder Return” or “TSR” for the Company and each of the Peer Index Companies is calculated pursuant to the formula “((x – z) + y)/z”, where “x” is the average closing price of the entity’s common stock for the last 20 trading days of the applicable Performance Period, “y” represents the value of all dividends paid by the entity in respect of the entity’s common stock during such Performance Period, assuming such dividends are reinvested in additional shares of the entity’s common stock as of the ex-dividend date, and “z” is the average closing price of the entity’s common stock for the 20 trading days preceding the first day of such Performance Period. The TSR calculation shall be adjusted to take into account any stock splits, stock dividends, reorganizations, or similar events that may affect the common stock prices of the Company or any of the Peer Index Companies. The Performance Units shall be eligible to vest based on the Company’s TSR during each of the Performance Periods as follows: (i) one-third (1/3) of the Target Amount shall be eligible to vest based on the Company’s TSR during the one-year period (the “First Performance Period”) ending [ ], (ii) one-third (1/3) of the Target Amount shall be eligible to vest based on the Company’s TSR during the two-year period (the “Second Performance Period”) ending [ ], and (iii) one-third (1/3) of the Target Amount shall be eligible to vest based on the Company’s TSR during the three-year period (the “Third Performance Period”) ending [ ] (each of the First Performance Period, the Second Performance Period, and the Third Performance Period, a “Performance Period”).
1.2Vesting Upon Achievement of Performance Criteria. If (a) the Company’s TSR for a Performance Period equals or exceeds the 25th percentile of the TSRs of the Peer Index Companies for such Performance Period, (b) a Change of Control has not occurred on or before the final day of such Performance Period, and (c) the Grantee remains in the active employ of the Company through the final day of the Third Performance Period, then, following the end of the Third Performance Period, the Grantee shall become vested in a number of Performance Units determined as follows:
(i)if the Company’s TSR for such Performance Period is equal to the 55th percentile rank of the Company’s TSR for such Performance Period as compared to the TSRs of the Peer Index Companies, the quotient obtained by dividing (A) the Target Amount, by (B) three (such quotient, for each Performance Period, the “Performance Period Target Amount”);
(ii)if the Company’s TSR for such Performance Period is equal to or greater than the 25th percentile rank of the Company’s TSR for such Performance Period as compared to the TSRs of the Peer Index Companies but less than the 55th percentile, one half times the Performance Period Target Amount plus the product of one half times the Performance Period Target Amount multiplied by the quotient obtained by dividing (A) the difference of the percentile rank achieved for such Performance Period (expressed as a percentage) minus 25%, by (B) 30% (i.e., (0.5 x the Performance Period Target Amount) + [(0.5 x the Performance Period Target Amount) x ((percentile rank (%) – 0.25)/0.30)]); or
E.g., assume that the Target Amount of the Award is 30,000 Performance Units and, accordingly, the Performance Period Target Amount is 10,000 Performance Units, and the TSR of the Company for the First Performance Period as compared to the TSRs of the Peer Index Companies ranks in the 40th percentile. The total amount of Performance Units that may become vested in respect of the First Performance Period would be 7,500 Performance Units, which is determined as follows: (0.5 x 10,000) + [(0.5 x 10,000) x ((40% - 25%)/30%)] = 5,000+ [5,000 x (15%/30%)] = 5,000+[5,000 x 50%] = 5,000+ 2,500 = 7,500.
(iii)if the Company’s TSR achieved for such Performance Period is greater than the 55th percentile rank of the Company’s TSR for such Performance Period as compared to the TSRs of the Peer Index Companies but less than the 75th percentile, the Performance Period Target Amount plus the product of the Performance Period Target Amount multiplied by the quotient obtained by dividing (A) the percentile rank achieved for such Performance Period (expressed as a percentage) minus 55%, by (B) 20% (i.e., (Performance Period Target Amount) + [(Performance Period Target Amount) x ((percentile rank (%) – 0.55)/0.20)]); or
E.g., assume the same facts as the example above in clause (iii) except that the TSR of the Company for the First Performance Period as compared to the TSRs of the Peer Index Companies ranks in the 60th percentile. The total amount of Performance Units that may become vested in respect of the First Performance Period would be 12,500 Performance Units, which is determined as follows: (10,000) + [(10,000) x ((60% - 55%)/20%)] = 10,000+ [10,000 x (5%/20%)] = 10,000+[10,000 x 25%] = 10,000 + 2,500= 12,500.
(iv)if the Company’s TSR for such Performance Period is equal to or greater than the 75th percentile rank of the Company’s TSR for such Performance Period as compared to the TSRs of the Peer Index Companies, two times the Performance Period Target Amount.
(v)Notwithstanding the above:
(1)regardless of the Company’s TSR percentile rank for the First Performance Period and the Second Performance Period, respectively, as compared to the TSRs of the Peer Index Companies, no more than the Performance Period Target Amount of Performance Units will be earned for each such Performance Period, subject to the “catch-up” feature described in Section 1.2(v)(2) below as limited by Section 1.2(v)(3) below;
(2)if the Company’s TSR percentile rank for the Third Performance Period is greater than the Company’s TSR percentile rank for the First Performance Period and/or the Second Performance Period, then for purposes of determining the number of Performance Units that shall become vested in respect of, as applicable, the First Performance Period and/or the Second Performance Period, the Company’s TSR percentile rank for, as applicable, the First Performance Period and/or the Second Performance Period shall be deemed to be equal to the Company’s TSR percentile rank for the Third Performance Period (and, for the avoidance of doubt, the cap set forth in Section 1.2(v)(1) shall not apply); and
(3)if the Company’s TSR for the Third Performance Period is negative or zero and a Change of Control has not occurred on or before the final day of the Third Performance Period, the total number of Performance Units that may vest under this Agreement shall not exceed the Target Amount.
1.3Forfeiture. Notwithstanding any other provision of this Agreement to the contrary, the portion of the Award corresponding to the applicable Performance Period granted pursuant to this Agreement shall lapse and be forfeited on the final day of the Third Performance Period if (a) the Company’s TSR for such applicable Performance Period is less than the 25th percentile of the TSRs of the Peer Index Companies for the Performance Period, (b) with respect to the portions of the Award corresponding to the First Performance Period and the Second Performance Period, respectively, the performance condition necessary to trigger the “catch-up” feature described in Section 1.2(v)(2) above has not been achieved, and (c) a Change of Control has not occurred on or before the final day of the Third Performance Period.
1.4Committee Determination.
(i)Pursuant to Articles 4 and 9 of the Plan, the Committee shall have the discretion to calculate the TSR for each Performance Period for the Company and each Peer Index Company in accordance with Section 1.1 above.
(ii)The Committee’s determinations with respect to each Performance Period for purposes of this Agreement shall be binding upon all persons. The Committee may not increase the number of Performance Units that are eligible to vest under this Agreement.
(iii)The Committee may, in its sole discretion, make such adjustments as it deems necessary and appropriate, if any, in the composition of the group of Peer Index Companies to address the merger or consolidation of any company in the Peer Index Companies as of the date hereof with another company, an acquisition or disposition of a significant portion of such company’s businesses or assets as it exists on the date hereof, or any other extraordinary event occurring in relation to such company during the term of this Agreement. In the absence of a Committee decision to the contrary, (A) any Peer Index Company that files for bankruptcy pursuant to the U.S. Bankruptcy Code or is delisted by the national stock exchange on which it was listed for failure to comply with such exchange’s listing standards, in each case, will remain a Peer Index Company with a TSR of -100%, (B) any Peer Index Company that is acquired during the First Performance Period will be removed from the group of Peer Index Companies for purposes of calculating the Company’s TSR for any Performance Period, and (C) any Peer Index Company that is acquired following the conclusion of the First Performance Period will remain a Peer Index Company for purposes of calculating the Company’s TSR for each of the Second Performance Period and the Third Performance Period, in each case, with a TSR measured as of the date of such acquisition.
(iv)Following the end of the Third Performance Period the Committee shall determine if the performance criteria for each Performance Period has been satisfied and, to the extent such performance criteria has been satisfied, shall certify in writing that such performance criteria has been satisfied and, based thereon, the number of Performance Units, if any, that shall vest under this Agreement (the “Vested Performance Units”).
2.SETTLEMENT OF PERFORMANCE UNITS. For purposes of this Agreement, unless otherwise provided under the Plan or Section 3.4 of this Agreement, in respect of each Vested Performance Unit, the Company shall pay to the Grantee a lump sum cash payment equal to the average closing price of one Share as reported on The Nasdaq Global Select Market (or any other principal national securities exchange on which the Shares are then listed) for the twenty trading day period concluding on the final day of the Third Performance Period, to be paid on or before the date that is 2-½ months following the final day of the Third Performance Period. Any amounts payable pursuant to this Agreement will be paid to the Grantee or, if payable pursuant to Section 3.3 and if applicable, the Grantee’s legal representative or the Grantee’s estate, and thereafter the Grantee or, if applicable, the Grantee’s estate and heirs, executors, administrators and the Grantee’s legal representatives shall have no further rights with respect to the Award or this Agreement.
3.TERMINATION OF EMPLOYMENT/CHANGE OF CONTROL. The following provisions will apply in the event the Grantee’s employment with the Company terminates, or a Change of Control of the Company (as defined below) occurs, before the final day of the Third Performance Period.
3.1Definitions. For purposes of this Agreement:
(i)“Cause” shall have the meaning set forth in the Employment Agreement.
(ii)“Employment Agreement” shall mean the Grantee’s employment, severance, change in control or other similar agreement with the Company or its Subsidiary.
(iii)“Good Reason” shall have the meaning set forth in the Employment Agreement.
(iv)“Retirement” means the voluntary termination of the Grantee’s employment relationship with the Company (A) on or after the date on which the Grantee attains age 55, (B) on or after the date on which the Grantee has completed at least five years of continuous service with the Company and its Subsidiaries as of immediately prior to the Grantee’s termination date, and (C) on or after the date on which the sum of the Grantee’s age and number of full years of service total 65; provided, however, that notice of such termination must be delivered in a manner consistent with the terms of Section VI of the Patterson-UTI Energy, Inc. Qualified Retiree Program.
3.2Termination Generally. Except as specified in Sections 3.3 and 3.4 below, all of the Grantee’s rights in this Agreement, including all rights to the Award granted to the Grantee, will lapse and be completely forfeited on the date the Grantee’s employment terminates if the Grantee’s employment with the Company terminates on or before the final day of the Third Performance Period for any reason other than as provided in Sections 3.3 and 3.4 below.
3.3Death, Disability or Retirement. Notwithstanding any other provision of this Agreement to the contrary, if the Grantee’s employment with the Company and all Subsidiaries terminates due to the Grantee’s death, Disability, or Retirement after the completion of at least one month of a Performance Period and on or before the final day of the Third Performance Period, the Grantee shall vest in the number of Performance Units that would have vested under this Agreement if the Grantee’s employment with the Company had not been terminated due to the Grantee’s death, Disability or Retirement before the final day of the Third Performance Period; provided that the first sentence of this Section 3.3 shall apply in the event of the Grantee’s termination of employment with the Company due to Retirement only if the Grantee’s termination date occurs at least six months following the Date of Award. For the avoidance of doubt, Section 1.2(v) hereof shall apply for purposes of determining the number of Performance Units that become vested under this Section 3.3.
3.4Change of Control. Notwithstanding any provision in the Employment Agreement, in the event of the termination of the Grantee’s employment with the Company and all Subsidiaries by the Company without Cause or by the Grantee for Good Reason, in each case, on or following the occurrence of a Change of Control but prior to the end of the Third Performance Period, the Grantee shall vest in a number of Performance Units equal to the greater of (x) the Target Amount and (y) the number of Performance Units that would have vested under this Agreement based on the Company’s TSR for any completed Performance Period and any for any incomplete Performance Period if such Performance Period concluded on the date of the occurrence of such Change of Control (including, for the avoidance of doubt, any Performance Units that would have vested as a result of the “catch-up” feature described in Section 1.2(v)(2) hereof as if the date of the occurrence of such Change of Control were the last day of the Third Performance Period). In respect of each Performance Unit that becomes vested under this Section 3.4, the Company shall pay to the Grantee a lump sum cash payment equal to the average closing price of one Share on The Nasdaq Global Select Market (or any other principal national securities exchange on which Shares are listed) for the twenty trading day period concluding on the Grantee’s termination date, to be paid on or before the date that is 2-½ months following the Grantee’s termination date, and after such payment is made the Grantee shall have no further rights with respect to the Award or this Agreement. Notwithstanding the foregoing, this Section 3.4 shall not apply if the Grantee is the Covered Person or forms part of the Covered Person for purposes of such Change of Control.
4.DIVIDEND EQUIVALENTS. No Dividend Equivalents shall be paid with respect to any Performance Units during any Performance Period.
5.TAX WITHHOLDING. To the extent that the vesting of any portion of the Award or any payment under this Agreement results in income to the Grantee for federal, state or local income, employment, excise or other tax purposes with respect to which the Company or any of its Subsidiaries has a withholding obligation, the Company or such Subsidiary shall be permitted to withhold such amount of money as the Company or such Subsidiary may require to meet its obligation under applicable tax laws or regulations. The Company or any of its Subsidiaries is further authorized to withhold from wages or other amounts otherwise payable to such Grantee such taxes as may be required by law or to take such other action as may be necessary to satisfy such withholding obligations.
6.SECTION 409A. This Award is subject to the payment timing and other restrictions set forth in Section 12.14 of the Plan.
7.TRANSFER RESTRICTIONS. The Award granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent then subject to the forfeiture pursuant to this Agreement. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Notwithstanding the foregoing, the Grantee may assign or transfer the Award granted hereby pursuant to a qualified domestic relations order (as defined in Section 414(p) of the Code, or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended), or with the consent of the Committee (i) for charitable donations; (ii) to the Grantee’s spouse, children or grandchildren (including any adopted and stepchildren and grandchildren), or (iii) a trust for the benefit of the Grantee or the persons referred to in clause (ii) (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and this Award Agreement; and provided further that the Grantee shall remain bound by the terms and conditions of the Plan.
8.CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization, joint venture, subsidiary or division sale, or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.
9.PERFORMANCE UNIT AWARD DOES NOT AWARD ANY RIGHTS OF A STOCKHOLDER. The Grantee shall not have the voting rights or any of the other rights, powers or privileges of a holder of the stock of the Company with respect to the Award that are awarded hereby.
10.EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, the Grantee shall be considered to be in the employment of the Company as long as the Grantee has an employment relationship with the Company and any of its Subsidiaries. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan, and the Committee’s determination shall be final and binding on all persons.
11.NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to guarantee the right to remain employed by the Company or any affiliate for any specified term.
12.LIMIT OF LIABILITY. Under no circumstances will the Company or an affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.
13.AMENDMENT AND WAIVER. Except as otherwise provided in Section 11.1 of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Grantee. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions effective. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or of any breach of any term or condition, contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other term or condition, or a waiver of any breach of any other term or condition.
14.GOVERNING LAW AND SEVERABILITY. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.
15.SUCCESSORS AND ASSIGNS. Subject to the limitations which this Agreement imposes upon the transferability of the Award granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Grantee and the Grantee’s Permitted Assignees, executors, administrators, agents, legal and personal representatives.
16.COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
17.RECOUPMENT. The Award and any payments made in respect thereof shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Grantee and to such compensation including, but not limited to, the Patterson-UTI Energy, Inc. Clawback Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the Exchange Act, as well as any recoupment provisions required under applicable law. For purposes of the foregoing, the Grantee expressly and explicitly authorizes the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Grantee. The Grantee further agrees to comply with any request or demand for repayment by any affiliate of the Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.
18.GRANT SUBJECT TO TERMS OF PLAN AND THIS AGREEMENT. The Grantee acknowledges and agrees that the grant of the Award hereunder is made pursuant to and governed by the terms of the Plan and this Agreement, ratifies and consents to any action taken by the Company, the Board of Directors or the Committee concerning the Plan and agrees that the grant of the Award pursuant to this Agreement is subject in all respects to the more detailed provisions of the Plan. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan.
[SIGNATURE PAGE TO FOLLOW]
In accepting the Performance Unit Award set forth in this Agreement the Grantee accepts and agree to be bound by all the terms and conditions of the Plan and this Agreement.
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PATTERSON-UTI ENERGY, INC.: |
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[_____] |
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EXHIBIT A
Peer Index
The Peer Index Companies shall be as follows, as such group of companies may be adjusted pursuant to Section 1.4.
[ ]
EX-10.4
5
ex104relativecfpsuagreemen.htm
EX-10.4
Document
EXHIBIT 10.4
PATTERSON-UTI ENERGY, INC.
2021 LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARD AGREEMENT
(Free Cash Flow Return)
[ ], 202[ ]
1.PERFORMANCE UNIT AWARD. Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), pursuant to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby awards to [_____] (the “Grantee”), effective as of the Date of Award set forth above (the “Date of Award”), a Performance Unit Award (the “Award”) on the terms and conditions as set forth in this agreement (this “Agreement”).
1.1General Performance Criteria. The Award provides the Grantee an opportunity to earn from 0% to 200% of a target amount of [____] Performance Units (the “Target Amount”) based upon the Company’s Free Cash Flow Return (as defined below) for the three-year period ending [ ] (the “Performance Period”) as compared with the Free Cash Flow Return of each of the peer index companies set forth on Exhibit A (collectively, the “Peer Index Companies”) for the Performance Period.
For purposes of the Award, the following definitions shall apply:
“Free Cash Flow Return” or “FCF Return” for the Company and each of the Peer Index Companies means the quotient obtained by dividing the applicable company’s Adjusted Free Cash Flow (as defined below) by such company’s Average Adjusted Capital Employed (as defined below).
“Adjusted Free Cash Flow” means (i) cash flow from operating activities, minus (ii) cash capital expenditures, minus (iii) finance leases entered into, plus (iv) proceeds from the sale of assets, each as determined in accordance with generally accepted accounting principles (“GAAP”); adjusted to address the effect, as determined by the Committee, of (a) any customer prepayments, (b) payments resulting from legal proceedings assumed in connection with any merger and acquisition activity or similar transaction, (c) any transaction-related costs from merger and acquisition activity, (d) any cash settlement of equity awards, and (e) any other material unusual or non-recurring events or items.
“Average Adjusted Capital Employed” means the quotient of (x) the sum of (i) consolidated equity, (ii) short- and long-term debt, and (iii) operating and finance lease liabilities, as of each of [ ], [ ], [ ] and [ ], each as determined in accordance with GAAP; adjusted to address the effect, as determined by the Committee, of any material unusual or non-recurring events or items, divided by (y) four.
1.2Vesting Upon Achievement of Performance Criteria. If (a) the Company’s FCF Return for the Performance Period equals or exceeds the 25th percentile of the FCF Returns of the Peer Index Companies for the Performance Period, (b) a Change of Control has not occurred on or before the final day of the Performance Period, and (c) the Grantee remains in the active employ of the Company through the final day of the Performance Period, then the Grantee shall become vested in a number of Performance Units determined as follows:
(i)if the Company’s FCF Return for the Performance Period is equal to the 55th percentile rank of the Company’s FCF Return for the Performance Period as compared to the FCF Returns of the Peer Index Companies, the Target Amount;
(ii)if the Company’s FCF Return for the Performance Period is equal to or greater than the 25th percentile rank of the Company’s FCF Return for the Performance Period as compared to the FCF Returns of the Peer Index Companies but less than the 55th percentile, one half times the Target Amount plus the product of one half times the Target Amount multiplied by the quotient obtained by dividing (A) the difference of the percentile rank achieved for the Performance Period (expressed as a percentage) minus 25%, by (B) 30% (i.e., (0.5 x the Target Amount) + [(0.5 x the Target Amount) x ((percentile rank (%) – 25%)/30%)]);
E.g., assume that the Target Amount of the Award is 30,000 Performance Units and the FCF Return of the Company for the Performance Period as compared to the FCF Returns of the Peer Index Companies ranks in the 40th percentile. The total amount of Performance Units that may become vested under the Award would be 22,500 Performance Units, which is determined as follows: (0.5 x 30,000) + [(0.5 x 30,000) x ((40% - 25%)/30%)] = 15,000+ [15,000 x (15%/30%)] = 15,000+[15,000 x 50%] = 15,000+ 7,500 = 22,500.
(iii)if the Company’s FCF Return for the Performance Period is greater than the 55th percentile rank of the Company’s FCF Return for the Performance Period as compared to the FCF Returns of the Peer Index Companies but less than the 75th percentile, the Target Amount plus the product of the Target Amount multiplied by the quotient obtained by dividing (A) the percentile rank achieved for the Performance Period (expressed as a percentage) minus 55%, by (B) 20% (i.e., (Target Amount) + [(Target Amount) x ((percentile rank (%) – 55%)/20%)]); or
E.g., assume the same facts as the example above in clause (ii) except that the FCF Return of the Company for the Performance Period as compared to the FCF Returns of the Peer Index Companies ranks in the 60th percentile. The total amount of Performance Units that may become vested under the Award would be 37,500 Performance Units, which is determined as follows: (30,000) + [(30,000) x ((60% - 55%)/20%)] = 30,000+ [30,000 x (5%/20%)] = 30,000+[30,000 x 25%] = 30,000 + 7,500= 37,500.
(iv)if the Company’s FCF Return for the Performance Period is equal to or greater than the 75th percentile rank of the Company’s FCF Return for the Performance Period as compared to the FCF Returns of the Peer Index Companies, two times the Target Amount.
1.3Forfeiture. Notwithstanding any other provision of this Agreement to the contrary, the Award shall lapse and be forfeited on the final day of the Performance Period if (a) the Company’s FCF Return for the Performance Period is less than the 25th percentile of the FCF Returns of the Peer Index Companies for the Performance Period, and (b) a Change of Control has not occurred on or before the final day of the Performance Period.
1.4Committee Determination.
(i)Pursuant to Articles 4 and 9 of the Plan, the Committee shall have the discretion to calculate the FCF Return for the Performance Period for the Company and each Peer Index Company in accordance with Section 1.1 above.
(ii)The Committee’s determinations for purposes of this Agreement shall be binding upon all persons. The Committee may not increase the number of Performance Units that are eligible to vest under this Agreement.
(iii)The Committee may, in its sole discretion, make such adjustments as it deems necessary and appropriate, if any, in the composition of the group of Peer Index Companies to address the merger or consolidation of any company in the Peer Index Companies as of the date hereof with another company, an acquisition or disposition of a significant portion of such company’s businesses or assets as it exists on the date hereof, or any other extraordinary event occurring in relation to such company during the Performance Period. In the absence of a Committee decision to the contrary, (A) any Peer Index Company that files for bankruptcy pursuant to the U.S. Bankruptcy Code or is delisted by the national stock exchange on which it was listed for failure to comply with such exchange’s listing standards, in each case, will remain a Peer Index Company with the lowest deemed FCF Return of all the Peer Index Companies, (B) any Peer Index Company that is acquired during the first year of the Performance Period will be removed from the group of Peer Index Companies for purposes of calculating the Company’s FCF Return for the Performance Period, (C) any Peer Index Company that is acquired after the first year of the Performance Period will remain a Peer Index Company for purposes of calculating the Company’s FCF Return for the Performance Period, in each case, with a FCF Return measured through the last day of the fiscal quarter for which financial statements are publicly available preceding the date of such acquisition, and (D) any Peer Index Company that, as of the final day of the Performance Period, is not a calendar year reporting company will remain a Peer Index Company for purposes of calculating the Company’s FCF Return for the Performance Period, in each case, with a FCF Return measured through the last day of the fiscal quarter ended on or prior to the final day of the Performance Period and for which financial statements are publicly available.
(iv)Following the end of the Performance Period the Committee shall determine if the performance criteria for the Performance Period has been satisfied and, to the extent such performance criteria has been satisfied, shall certify in writing that such performance criteria has been satisfied and, based thereon, the number of Performance Units, if any, that shall vest under this Agreement (the “Vested Performance Units,” and the date of such certification, the “Certification Date”).
2.SETTLEMENT OF PERFORMANCE UNITS. For purposes of this Agreement, unless otherwise provided under the Plan or Section 3.4 of this Agreement, in respect of each Vested Performance Unit, the Company shall issue to the Grantee one Share, as soon as reasonably practicable following the Certification Date (but in no event later than [ ]). Any Shares issuable pursuant to this Agreement will be issued to the Grantee or, if issuable pursuant to Section 3.3 and if applicable, the Grantee’s legal representative or the Grantee’s estate, and thereafter the Grantee or, if applicable, the Grantee’s estate and heirs, executors, administrators and the Grantee’s legal representatives shall have no further rights with respect to the Award or this Agreement.
3.TERMINATION OF EMPLOYMENT/CHANGE OF CONTROL. The following provisions will apply in the event the Grantee’s employment with the Company terminates, or a Change of Control of the Company (as defined below) occurs, before the final day of the Performance Period.
3.1Definitions. For purposes of this Agreement:
(i)“Cause” shall have the meaning set forth in the Employment Agreement.
(ii)“Employment Agreement” shall mean the Grantee’s employment, severance, change in control or other similar agreement with the Company or its Subsidiary.
(iii)“Good Reason” shall have the meaning set forth in the Employment Agreement.
(iv)“Retirement” means the voluntary termination of the Grantee’s employment relationship with the Company (A) on or after the date on which the Grantee attains age 55, (B) on or after the date on which the Grantee has completed at least five years of continuous service with the Company and its Subsidiaries as of immediately prior to the Grantee’s termination date, and (C) on or after the date on which the sum of the Grantee’s age and number of full years of service total 65; provided, however, that notice of such termination must be delivered in a manner consistent with the terms of Section VI of the Patterson-UTI Energy, Inc. Qualified Retiree Program.
3.2Termination Generally. Except as specified in Sections 3.3 and 3.4 below, all of the Grantee’s rights in this Agreement, including all rights to the Award granted to the Grantee, will lapse and be completely forfeited on the date the Grantee’s employment terminates if the Grantee’s employment with the Company terminates on or before the final day of the Performance Period for any reason other than as provided in Sections 3.3 and 3.4 below.
3.3Death, Disability or Retirement. Notwithstanding any other provision of this Agreement to the contrary, if the Grantee’s employment with the Company and all Subsidiaries terminates due to the Grantee’s (i) death or Disability or (ii) Retirement after the completion of at least six months from the Date of Award and on or before the final day of the Performance Period, the Grantee shall vest in the number of Performance Units that would have vested under this Agreement if the Grantee’s employment with the Company had not been terminated due to the Grantee’s death, Disability or Retirement before the final day of the Performance Period.
3.4Change of Control. Notwithstanding any provision in the Employment Agreement, in the event of the termination of the Grantee’s employment with the Company and all Subsidiaries by the Company without Cause or by the Grantee for Good Reason, in each case, on or following the occurrence of a Change of Control but prior to the end of the Performance Period, the Grantee shall vest in a number of Performance Units equal to the greater of (x) the Target Amount and (y) the number of Performance Units that would have vested under this Agreement based on the Company’s FCF Return if the Performance Period concluded on the date of the occurrence of such Change of Control (or, as determined by the Committee, the last day of the fiscal quarter preceding the date of the Change in Control). In respect of each resulting Vested Performance Unit, the Company shall issue to the Grantee one Share on or before the date that is 2-½ months following the Grantee’s termination date, and after such issuance, the Grantee shall have no further rights with respect to the Award. Notwithstanding the foregoing, this Section 3.4 shall not apply if the Grantee is the Covered Person or forms part of the Covered Person for purposes of such Change of Control.
4.DIVIDEND EQUIVALENTS. No Dividend Equivalents shall be paid with respect to this Award.
5.TAX WITHHOLDING. To the extent that the vesting or issuance of Shares under this Agreement results in income to the Grantee for federal, state or local income, employment, excise or other tax purposes with respect to which the Company or any of its Subsidiaries has a withholding obligation, the Grantee shall deliver to the Company or such Subsidiary at the time of such receipt or lapse, as the case may be, such amount of money as the Company or such Subsidiary may require to meet its obligation under applicable tax laws or regulations. If the Grantee fails to do so, the Company or its Subsidiary is authorized to withhold from wages or other amounts otherwise payable to such Grantee the minimum statutory withholding taxes as may be required by law or to take such other action as may be necessary to satisfy such withholding obligations. Subject to restrictions that the Committee, in its sole discretion, may impose, the Grantee may satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value) that have been owned for a period of at least six months (or such other period to avoid accounting charges against the Company’s earnings), or by directing the Company to retain Shares (up to the Grantee’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable under this Agreement. The Company shall not be obligated to issue any Shares hereunder until all applicable federal, state and local income, employment, excise or other tax withholding requirements have been satisfied.
6.SECTION 409A. This Award is subject to the payment timing and other restrictions set forth in Section 12.14 of the Plan.
7.TRANSFER RESTRICTIONS. The Award granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent then subject to the forfeiture pursuant to this Agreement. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Notwithstanding the foregoing, the Grantee may assign or transfer the Award granted hereby pursuant to a qualified domestic relations order (as defined in Section 414(p) of the Code, or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended), or with the consent of the Committee (i) for charitable donations; (ii) to the Grantee’s spouse, children or grandchildren (including any adopted and stepchildren and grandchildren), or (iii) a trust for the benefit of the Grantee or the persons referred to in clause (ii) (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement; and provided further that the Grantee shall remain bound by the terms and conditions of the Plan. Further, the Performance Units granted hereby that are no longer subject to forfeiture may not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws, and the Grantee agrees (i) that the Company may refuse to cause the transfer of the Performance Units or underlying Shares to be registered on the applicable stock transfer records if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law, and (ii) that the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Performance Units or underlying Shares. The Grantee acknowledges and agrees that the Company may provide the Grantee’s information to a brokerage firm specified by the Company, which information would allow the brokerage firm to open an account in the name of the Grantee for the purpose of holding the Performance Units and receiving any Shares upon the vesting of the Performance Units.
8.CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization, joint venture, subsidiary or division sale, or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.
9.PERFORMANCE UNIT AWARD DOES NOT AWARD ANY RIGHTS OF A STOCKHOLDER. The Grantee shall not have the voting rights or any of the other rights, powers or privileges of a holder of the stock of the Company with respect to the Award that are awarded hereby. Only after any Shares are issued in exchange for the Grantee’s rights under this Agreement will the Grantee have all of the rights of a shareholder with respect to such Shares issued in exchange for such rights.
10.EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, the Grantee shall be considered to be in the employment of the Company as long as the Grantee has an employment relationship with the Company and any of its Subsidiaries. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan, and the Committee’s determination shall be final and binding on all persons.
11.NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to guarantee the right to remain employed by the Company or any affiliate for any specified term.
12.LIMIT OF LIABILITY. Under no circumstances will the Company or an affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.
13.COMPANY LIABLE FOR ISSUANCE OF SHARES. Except as specified in Section 3.4, the Company is liable for the issuance of any Shares that become issuable under this Agreement.
14.SECURITIES ACT LEGEND. The Grantee consents to the placing on the certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with all applicable securities laws and rules thereunder, as well as any legend under Section 12.5 of the Plan as determined by the Committee.
15.NO FRACTIONAL SHARES. All provisions of this Agreement concern whole Shares. Notwithstanding anything contained in this Agreement to the contrary, if the application of any provision of this Agreement would yield a fractional share, such fractional share shall be rounded down to the next whole Share.
16.AMENDMENT AND WAIVER. Except as otherwise provided in Section 11.1 of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Grantee. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions effective. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or of any breach of any term or condition, contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other term or condition, or a waiver of any breach of any other term or condition.
17.GOVERNING LAW AND SEVERABILITY. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.
18.SUCCESSORS AND ASSIGNS. Subject to the limitations which this Agreement imposes upon the transferability of the Award granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Grantee and the Grantee’s Permitted Assignees, executors, administrators, agents, legal and personal representatives.
19.COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.
20.RECOUPMENT. The Award and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Grantee and to such compensation including, but not limited to, the Patterson-UTI Energy, Inc. Clawback Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the Exchange Act, as well as any recoupment provisions required under applicable law. The Grantee further agrees to comply with any request or demand for repayment by any affiliate of the Company in order to comply with such policies or applicable law. For purposes of the foregoing, the Grantee expressly and explicitly authorizes (x) the Company to issue instructions, on the Grantee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold the Grantee’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (y) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Grantee. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.
21.GRANT SUBJECT TO TERMS OF PLAN AND THIS AGREEMENT. The Grantee acknowledges and agrees that the grant of the Award hereunder is made pursuant to and governed by the terms of the Plan and this Agreement, ratifies and consents to any action taken by the Company, the Board of Directors or the Committee concerning the Plan and agrees that the grant of the Award pursuant to this Agreement is subject in all respects to the more detailed provisions of the Plan. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan.
[SIGNATURE PAGE TO FOLLOW]
In accepting the Performance Unit Award set forth in this Agreement the Grantee accepts and agree to be bound by all the terms and conditions of the Plan and this Agreement.
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PATTERSON-UTI ENERGY, INC.: |
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By: |
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Name: |
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EXHIBIT A
Peer Index
The Peer Index Companies shall be as follows, as such group of companies may be adjusted pursuant to Section 1.4.
[ ]
EX-31.1
6
ex311302certificationofceo.htm
EX-31.1
Document
EXHIBIT 31.1
CERTIFICATIONS
I, William Andrew Hendricks, Jr., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Patterson-UTI Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ William Andrew Hendricks, Jr. |
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William Andrew Hendricks, Jr. |
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President and Chief Executive Officer |
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Date: July 29, 2025 |
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EX-31.2
7
ex312302certificationofcfo.htm
EX-31.2
Document
EXHIBIT 31.2
CERTIFICATIONS
I, C. Andrew Smith, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Patterson-UTI Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ C. Andrew Smith |
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C. Andrew Smith |
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Executive Vice President and |
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Chief Financial Officer |
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Date: July 29, 2025 |
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EX-32.1
8
ex321906certification2025q2.htm
EX-32.1
Document
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
NOT FILED PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
In connection with the quarterly report of Patterson-UTI Energy, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), William Andrew Hendricks, Jr., Chief Executive Officer, and C. Andrew Smith, Chief Financial Officer, of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission upon request. The foregoing is being furnished solely pursuant to said Section 906 and Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and is not being filed as part of the Report or as a separate disclosure document.
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| /s/ William Andrew Hendricks, Jr. |
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| William Andrew Hendricks, Jr. |
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| Chief Executive Officer |
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July 29, 2025 |
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| /s/ C. Andrew Smith |
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| C. Andrew Smith |
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| Chief Financial Officer |
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July 29, 2025 |
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