Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PTEN | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Entity Registrant Name | Patterson-UTI Energy, Inc. | |
Entity Central Index Key | 0000889900 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 417,283,463 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 1-39270 | |
Entity Tax Identification Number | 75-2504748 | |
Entity Address, Address Line One | 10713 W. Sam Houston Pkwy N | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Postal Zip Code | 77064 | |
City Area Code | 281 | |
Local Phone Number | 765-7100 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 67,048 | $ 137,553 |
Accounts receivable, net of allowance for credit losses of $2,600 and $2,875 at September 30, 2023 and December 31, 2022, respectively | 1,010,034 | 565,520 |
Inventory | 186,514 | 65,377 |
Other current assets | 160,677 | 60,969 |
Total current assets | 1,424,273 | 829,419 |
Property and equipment, net | 3,388,002 | 2,260,576 |
Operating lease right of use asset | 48,045 | 20,841 |
Finance lease right of use asset | 57,139 | 0 |
Goodwill | 1,372,997 | 0 |
Intangible assets, net | 1,074,958 | 5,845 |
Deposits on equipment purchases | 28,966 | 13,051 |
Other assets | 18,497 | 10,881 |
Deferred tax assets, net | 7,697 | 3,210 |
Total assets | 7,420,574 | 3,143,823 |
Current liabilities: | ||
Accounts payable | 579,724 | 237,056 |
Accrued liabilities | 389,934 | 308,787 |
Operating lease liability | 12,626 | 5,123 |
Finance lease liability | 42,801 | 0 |
Current maturities of long-term debt | 12,049 | 0 |
Total current liabilities | 1,037,134 | 550,966 |
Long-term operating lease liability | 38,895 | 19,594 |
Long-term finance lease liability | 12,959 | 0 |
Long-term debt, net of debt discount and issuance costs of $8,801 and $5,468 at September 30, 2023 and December 31, 2022, respectively | 1,228,209 | 830,937 |
Deferred tax liabilities, net | 217,681 | 28,738 |
Other liabilities | 26,082 | 48,065 |
Total liabilities | 2,560,960 | 1,478,300 |
Commitments and contingencies (see Note 10) | ||
Stockholders equity: | ||
Preferred stock, par value $0.01; authorized 1,000,000 shares, no shares issued | 0 | 0 |
Common stock, par value $0.01; authorized 800,000,000 and 400,000,000 shares with 515,844,897 and 302,325,853 issued and 417,303,286 and 213,567,131 outstanding at September 30, 2023 and December 31, 2022, respectively | 5,158 | 3,023 |
Additional paid-in capital | 6,395,867 | 3,202,973 |
Retained earnings (deficit) | 28,921 | (87,394) |
Accumulated other comprehensive income | (656) | 0 |
Treasury stock, at cost, 98,541,611 and 88,758,722 shares at September 30, 2023 and December 31, 2022, respectively | (1,578,077) | (1,453,079) |
Total stockholders' equity attributable to controlling interests | 4,851,213 | 1,665,523 |
Noncontrolling interest | 8,401 | 0 |
Total equity | 4,859,614 | 1,665,523 |
Total liabilities and stockholders' equity | $ 7,420,574 | $ 3,143,823 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,600 | $ 2,875 |
Long-term debt, debt discount and issuance costs | $ 8,801 | $ 5,468 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 800,000,000 | 400,000,000 |
Common stock, issued | 515,844,897 | 302,325,853 |
Common stock, outstanding | 417,303,286 | 213,567,131 |
Treasury stock, shares | 98,541,611 | 88,758,722 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating revenues: | ||||
Total operating revenues | $ 1,011,452 | $ 727,503 | $ 2,562,139 | $ 1,859,116 |
Operating costs and expenses: | ||||
Depreciation, depletion, amortization and impairment | 197,635 | 122,150 | 452,629 | 360,641 |
Selling, general and administrative | 45,102 | 28,472 | 108,925 | 82,012 |
Merger and integration expense | 70,188 | 24 | 78,128 | 2,069 |
Other operating income, net | (2,635) | (109) | (9,994) | (10,565) |
Total operating costs and expenses | 1,001,748 | 651,158 | 2,321,890 | 1,764,890 |
Operating income | 9,704 | 76,345 | 240,249 | 94,226 |
Other income (expense): | ||||
Interest income | 2,131 | 58 | 4,583 | 87 |
Interest expense, net of amount capitalized | (15,625) | (10,975) | (34,189) | (32,198) |
Other | (618) | (1,774) | 3,191 | (2,644) |
Total other expense | (14,112) | (12,691) | (26,415) | (34,755) |
Income before income taxes | (4,408) | 63,654 | 213,834 | 59,471 |
Income tax expense | (4,130) | 2,202 | 29,820 | 4,910 |
Net income (loss) | (278) | 61,452 | 184,014 | 54,561 |
Net loss attributable to noncontrolling interest | (328) | 0 | (328) | 0 |
Net income attributable to common stockholders | $ 50 | $ 61,452 | $ 184,342 | $ 54,561 |
Net income per common share: | ||||
Basic | $ 0 | $ 0.28 | $ 0.79 | $ 0.25 |
Diluted | $ 0 | $ 0.28 | $ 0.79 | $ 0.25 |
Weighted average number of common shares outstanding: | ||||
Basic | 280,218 | 216,822 | 233,631 | 216,090 |
Diluted | 281,984 | 220,454 | 234,488 | 219,381 |
Cash dividends per common share | $ 0.08 | $ 0.04 | $ 0.24 | $ 0.12 |
Drilling Services | ||||
Operating revenues: | ||||
Total operating revenues | $ 488,775 | $ 418,025 | $ 1,456,161 | $ 1,083,329 |
Operating costs and expenses: | ||||
Operating costs and expenses | 279,927 | 279,232 | 842,761 | 741,317 |
Completion Services | ||||
Operating revenues: | ||||
Total operating revenues | 459,574 | 287,664 | 1,003,083 | 715,630 |
Operating costs and expenses: | ||||
Operating costs and expenses | 368,869 | 211,704 | 785,458 | 560,627 |
Drilling Produtcs | ||||
Operating revenues: | ||||
Total operating revenues | 46,570 | 0 | 46,570 | 0 |
Operating costs and expenses: | ||||
Operating costs and expenses | 32,071 | 0 | 32,071 | 0 |
Other | ||||
Operating revenues: | ||||
Total operating revenues | 16,533 | 21,814 | 56,325 | 60,157 |
Operating costs and expenses: | ||||
Operating costs and expenses | $ 10,591 | $ 9,685 | $ 31,912 | $ 28,789 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ (278) | $ 61,452 | $ 184,014 | $ 54,561 |
Other comprehensive income: | ||||
Foreign currency translation adjustment, net of taxes of $0 for all periods | (656) | 0 | (656) | 1,793 |
Release of cumulative translation adjustment, net of taxes of $0 and $3,770, into net income (loss) for three and nine months ended September 30, 2022 | 0 | 0 | 0 | (7,708) |
Comprehensive income (loss) | (934) | 61,452 | 183,358 | 48,646 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (328) | 0 | (328) | 0 |
Comprehensive income (loss) attributable to common stockholders | $ (606) | $ 61,452 | $ 183,686 | $ 48,646 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, net of taxes of $0 for all periods | $ 0 | $ 0 | $ 0 | $ 0 |
Release of cumulative translation adjustment, net of taxes of $0 and $3,770, into net income (loss) for three and nine months ended September 30, 2022 | $ 0 | $ 3,770 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2021 | $ 1,609,487 | $ 2,993 | $ 3,171,536 | $ 198,316 | $ 5,915 | $ (1,372,641) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 299,269,000 | ||||||
Net income | (28,777) | (28,777) | |||||
Foreign currency translation adjustment | 115 | 115 | 0 | ||||
Vesting of restricted stock units (in shares) | 150,000,000 | ||||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Stock-based compensation | 4,642 | 4,642 | |||||
Payment of cash dividends | (8,611) | (8,611) | |||||
Dividend equivalents | (144) | (144) | |||||
Purchase of treasury stock | (13) | (13) | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 299,419,000 | ||||||
Ending Balance at Mar. 31, 2022 | 1,576,699 | $ 2,994 | 3,176,177 | 235,848 | 6,030 | (1,372,654) | |
Beginning Balance at Dec. 31, 2021 | 1,609,487 | $ 2,993 | 3,171,536 | 198,316 | 5,915 | (1,372,641) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 299,269,000 | ||||||
Net income (loss) | 54,561 | ||||||
Net income | 54,561 | ||||||
Foreign currency translation adjustment | 1,793 | ||||||
Release of cumulative translation adjustment | (7,708) | ||||||
Ending Balance (in shares) at Sep. 30, 2022 | 302,326 | ||||||
Ending Balance at Sep. 30, 2022 | 1,634,385 | $ 3,023 | 3,197,334 | (170,066) | 0 | (1,395,906) | |
Beginning Balance at Mar. 31, 2022 | 1,576,699 | $ 2,994 | 3,176,177 | 235,848 | 6,030 | (1,372,654) | |
Beginning Balance (in shares) at Mar. 31, 2022 | 299,419,000 | ||||||
Net income | 21,886 | 21,886 | |||||
Foreign currency translation adjustment | 1,678 | 1,678 | |||||
Issuance of restricted stock (in shares) | 980,000 | ||||||
Issuance of restricted stock, value | $ 10 | (10) | |||||
Vesting of restricted stock units (in shares) | 1,287,000 | ||||||
Vesting of restricted stock units | $ 13 | (13) | |||||
Release of cumulative translation adjustment | (7,708) | (7,708) | |||||
Exercised | 640,000 | ||||||
Exercise of stock options | 10,368 | $ 6 | 10,362 | ||||
Stock-based compensation | 5,162 | 5,162 | |||||
Payment of cash dividends | (8,652) | (8,652) | |||||
Dividend equivalents | (100) | (100) | |||||
Purchase of treasury stock | (23,252) | (23,252) | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 302,326,000 | ||||||
Ending Balance at Jun. 30, 2022 | 1,576,081 | $ 3,023 | 3,191,678 | (222,714) | 0 | (1,395,906) | |
Net income (loss) | 61,452 | ||||||
Net income | 61,452 | 61,452 | |||||
Foreign currency translation adjustment | 0 | ||||||
Release of cumulative translation adjustment | 0 | ||||||
Stock-based compensation | 5,656 | 5,656 | |||||
Payment of cash dividends | (8,673) | (8,673) | |||||
Dividend equivalents | (131) | (131) | |||||
Ending Balance (in shares) at Sep. 30, 2022 | 302,326 | ||||||
Ending Balance at Sep. 30, 2022 | 1,634,385 | $ 3,023 | 3,197,334 | (170,066) | 0 | (1,395,906) | |
Beginning Balance at Dec. 31, 2022 | $ 1,665,523 | $ 3,023 | 3,202,973 | (87,394) | 0 | (1,453,079) | |
Beginning Balance (in shares) at Dec. 31, 2022 | 302,325,853 | 302,326,000 | |||||
Net income | $ 99,678 | 99,678 | |||||
Vesting of restricted stock units (in shares) | 89,000 | ||||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Stock-based compensation | (758) | (758) | |||||
Payment of cash dividends | (16,916) | (16,916) | |||||
Dividend equivalents | (263) | (263) | |||||
Purchase of treasury stock | (74,307) | (74,307) | |||||
Ending Balance (in shares) at Mar. 31, 2023 | 302,415,000 | ||||||
Ending Balance at Mar. 31, 2023 | 1,672,957 | $ 3,024 | 3,202,214 | (4,895) | 0 | (1,527,386) | |
Beginning Balance at Dec. 31, 2022 | $ 1,665,523 | $ 3,023 | 3,202,973 | (87,394) | 0 | (1,453,079) | |
Beginning Balance (in shares) at Dec. 31, 2022 | 302,325,853 | 302,326,000 | |||||
Net income (loss) | $ 184,342 | ||||||
Net income | 184,014 | ||||||
Foreign currency translation adjustment | (656) | ||||||
Release of cumulative translation adjustment | $ 0 | ||||||
Exercised | 0 | ||||||
Ending Balance at Sep. 30, 2023 | $ 4,851,213 | ||||||
Ending Balance (in shares) at Sep. 30, 2023 | 515,844,897 | 515,845,000 | |||||
Ending Balance at Sep. 30, 2023 | $ 4,859,614 | $ 5,158 | 6,395,867 | 28,921 | (656) | (1,578,077) | $ 8,401 |
Beginning Balance at Mar. 31, 2023 | 1,672,957 | $ 3,024 | 3,202,214 | (4,895) | 0 | (1,527,386) | |
Beginning Balance (in shares) at Mar. 31, 2023 | 302,415,000 | ||||||
Net income | 84,614 | 84,614 | |||||
Issuance of restricted stock (in shares) | 1,001,000 | ||||||
Issuance of restricted stock, value | $ 10 | (10) | |||||
Vesting of restricted stock units (in shares) | 1,512,000 | ||||||
Vesting of restricted stock units | $ 15 | (15) | |||||
Stock-based compensation | 6,738 | 6,738 | |||||
Payment of cash dividends | (16,591) | (16,591) | |||||
Dividend equivalents | (229) | (229) | |||||
Purchase of treasury stock | (27,320) | (27,320) | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 304,928,000 | ||||||
Ending Balance at Jun. 30, 2023 | 1,720,169 | $ 3,049 | 3,208,927 | 62,899 | (1,554,706) | ||
Net income (loss) | 50 | ||||||
Net income | (278) | 50 | (328) | ||||
Noncontrolling interest | 8,729 | 8,729 | |||||
Foreign currency translation adjustment | (656) | (656) | |||||
Issuance of common stock - Ulterra acquisition | 521,406 | $ 349 | 521,057 | ||||
Issuance of common stock - Ulterra acquisition, Share | 34,900,000 | ||||||
Issuance of common stock - NexTier merger | 2,567,872 | $ 1,722 | 2,566,150 | ||||
Issuance of common stock - NexTier merger, Share | 172,224,000 | ||||||
Issuance of replacement awards related to NexTier merger | 72,413 | 72,413 | |||||
Vesting of restricted stock units (in shares) | 3,793,000 | ||||||
Vesting of restricted stock units | $ 38 | (38) | |||||
Release of cumulative translation adjustment | 0 | ||||||
Stock-based compensation | 27,358 | 27,358 | |||||
Payment of cash dividends | (33,217) | (33,217) | |||||
Dividend equivalents | (811) | (811) | |||||
Purchase of treasury stock | (23,371) | (23,371) | |||||
Ending Balance at Sep. 30, 2023 | $ 4,851,213 | ||||||
Ending Balance (in shares) at Sep. 30, 2023 | 515,844,897 | 515,845,000 | |||||
Ending Balance at Sep. 30, 2023 | $ 4,859,614 | $ 5,158 | $ 6,395,867 | $ 28,921 | $ (656) | $ (1,578,077) | $ 8,401 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||||
Dividend paid per share | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.24 | $ 0.12 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 184,014 | $ 54,561 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation, depletion, amortization and impairment | 452,629 | 360,641 |
Deferred income tax expense | 22,323 | 930 |
Stock-based compensation | 33,338 | 15,460 |
Net loss (gain) on asset disposals | 427 | (10,558) |
Gain on early debt extinguishment | (1,112) | 0 |
Other | (76) | 745 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 45,207 | (190,142) |
Inventory | (29,355) | (18,061) |
Other current assets | (30,053) | (2,214) |
Other assets | 16,460 | 7,877 |
Accounts payable | (29,388) | 59,469 |
Accrued liabilities | (71,689) | (50,067) |
Other liabilities | (39,443) | 34,606 |
Net cash provided by operating activities | 553,282 | 263,247 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired - NexTier | (65,185) | 0 |
Acquisitions, net of cash acquired - Ulterra | (357,314) | 0 |
Purchases of property and equipment | (410,417) | (317,553) |
Proceeds from disposal of assets | 19,566 | 20,305 |
Other | (286) | (2,404) |
Net cash used in investing activities | (813,636) | (299,652) |
Cash flows from financing activities: | ||
Purchases of treasury stock | (124,286) | (12,897) |
Dividends paid | (66,724) | (25,936) |
Proceeds from borrowings under revolving credit facility | 420,000 | 90,000 |
Repayment of borrowings under revolving credit facility | (420,000) | (90,000) |
Debt issuance costs | (1,953) | 0 |
Proceeds from issuance of senior notes | 396,412 | 0 |
Repayment of senior notes | (7,837) | 0 |
Other | (7,301) | 0 |
Net cash provided by (used in) financing activities | 188,311 | (38,833) |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 1,538 | 449 |
Net decrease in cash, cash equivalents and restricted cash | (70,505) | (74,789) |
Cash, cash equivalents and restricted cash at beginning of period | 137,553 | 117,524 |
Cash, cash equivalents and restricted cash at end of period | 67,048 | 42,735 |
Net cash received (paid) during the period for: | ||
Interest, net of capitalized interest of $1,350 in 2023 and $689 in 2022 | (29,269) | (31,332) |
Income taxes | (27,454) | (1,166) |
Non-cash investing and financing activities: | ||
Net (decrease) increase in payables for purchases of property and equipment | (10,083) | 14,175 |
Net decrease (increase) in deposits on equipment purchases | 7,214 | (7,556) |
Cashless exercise of stock options | 0 | 10,368 |
Purchases of property and equipment through exchange of lease right of use asset | 3,241 | 0 |
Derecognition of right of use asset | (3,241) | 0 |
Issuance of common stock for business combinations | $ 3,161,691 | $ 0 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Interest expense, capitalized interest | $ 1,350 | $ 689 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 50 | $ 61,452 | $ 184,342 | $ 54,561 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | (c) During the three months ended September 30, 2023, certain of our officers and directors listed below adopted or terminated trading arrangements for the sale of shares of our common stock in amounts and prices determined in accordance with a formula set forth in each such plan: Plans Number of Rule Non-Rule Shares to Name and Title Action Date 10b5-1 10b5-1 be Sold Expiration Andy Smith , Chief Financial Officer Termination August 6, 2023 (1) X Plan terminated August 6, 2023 James C. Stewart , Director Adoption September 22, 2023 X 198,000 December 31, 2024 (1) 10b5-1 Plan adopted on November 3, 2022. |
Andy Smith [Member] | |
Trading Arrangements, by Individual | |
Name | Andy Smith |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | August 6, 2023 (1) |
James C. Stewart [Member] | |
Trading Arrangements, by Individual | |
Name | James C. Stewart |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 22, 2023 |
Aggregate Available | 198,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. As used in these notes, “we,” “us,” “our,” “ours” and like terms refer collectively to Patterson-UTI Energy, Inc. and its consolidated subsidiaries. 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 exchange rate changes 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, 2022, 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/A for the fiscal year ended December 31, 2022 (our “Annual Report”). The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. On August 14, 2023, we completed our acquisition (the “Ulterra acquisition”) of Ulterra Drilling Technologies, L.P. (“Ulterra”). Ulterra is a global provider of specialized drill bit solutions. On September 1, 2023, we completed our merger (the “NexTier merger”) with NexTier Oilfield Solutions Inc. (“NexTier”). NexTier is a predominately U.S. land-focused oilfield service company, with a diverse set of well completion and production services across a variety of active basins. See Note 2 for additional details on the acquisition and merger. The unaudited condensed consolidated financial statements include the results of Ulterra from August 14, 2023 to September 30, 2023, and the results of NexTier from September 1, 2023 to September 30, 2023. There have been no material changes to our critical accounting policies from those disclosed in our Annual Report, except as follows, which were principally driven by the acquisition of Ulterra and merger with NexTier: 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 condensed consolidated balance sheet that sum to the total of such amounts shown in the statement of cash flows for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Cash and cash equivalents $ 61,856 $ 42,735 Restricted cash 5,192 — Total cash, cash equivalents and restricted cash $ 67,048 $ 42,735 Revenues — As a result of the Ulterra acquisition, our revenues now include a significant amount of rental revenue included within the new “Drilling products” segment. See Note 3 for details. Goodwill — As a result of both the Ulterra acquisition and the NexTier merger, we have recognized goodwill. Goodwill from acquisitions is recorded as the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Goodwill is considered to have an indefinite useful economic life and is not amortized. We assess impairment of goodwill at least annually or on an interim basis if events or circumstances indicate that the fair value of goodwill may have decreased below its carrying value. See Note 7. Leases — In the third quarter of 2023, as part of the Ulterra acquisition and the NexTier merger we acquired several operating and finance leases. We inherited NexTier’s and Ulterra’s lease classifications as of the time of each respective acquisition. We have elected as an accounting policy election by class of underlying assets to not recognize assets or liabilities at the acquisition date for leases that had a remaining lease term of twelve months or less. This includes not recognizing an intangible asset if the terms of an operating lease are favorable relative to market terms or a liability if the terms are unfavorable relative to market terms. See Notes 2 and 13 for details. For finance leases, we amortize the right-of-use asset on a straight-line basis over the earlier of the useful life of the right-of-use asset or the end of the lease term and record this amortization in depreciation and amortization expense in the c ondensed consolidated statements of operations. If available, we use the rate implicit in the lease at commencement date to discount the lease payments. If the implicit rate is not available, we use our incremental borrowing rate based on the information available at the commencement date in the determination of the present value of future lease payments. We include the term of any renewal option for the right-of-use asset and lease liability if it is reasonably certain that we will exercise the option. We also include the term of any termination option for the right-of-use asset and lease liability if it is not reasonably certain we will exercise the option. By our policy election, right-of-use assets and lease liabilities with an initial term of one year or less are not recognized for leasing arrangements, and non-lease and lease components are treated as a single lease component instead of bifurcating those components. For finance leases where we have determined we are reasonably certain to exercise a purchase option to acquire the underlying asset, we amortize the right-of-use asset over the lease term and record this amortization in “Depreciation, depletion, amortization and impairment” in the condensed consolidated statements of operations. We adjust the lease liability to reflect lease payments made during the period and interest incurred on the lease liability using the effective interest method. The incurred interest expense is recorded in “Interest expense” in the condensed consolidated statements of operations. Change in Accounting Estimate — In the third quarter of 2023, we changed the estimated of useful lives of certain property and equipment within our completion services segment. The change in the estimated useful lives was necessitated by recent trends in increased intensity and pumping hours per day of certain components used in servicing larger jobs. We determined the estimated useful life of fluid ends is now less than one year, which results in these components no longer being capitalized to property and equipment but instead recorded to inventory and expensed as direct operating costs as they are consumed. Additionally, we shortened the estimated useful lives of certain other completions components that remain in property and equipment, which resulted in a decrease in the weighted average estimated useful lives of these assets from nine years to seven years. The effect of our change in estimated useful lives of these assets was a decrease in operating income of $ 24.2 million, a decrease in net income of $ 19.1 million for the three and nine months ended September 30, 2023 resulting in a decrease in basic and diluted earnings per share of $ 0.07 and $ 0.08 per share, respectively . Recently Adopted Accounting Standards — In October 2021, the FASB issued an accounting standards update, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting. The amendments should be applied prospectively to acquisitions occurring on or after the effective date. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this new guidance on January 1, 2023, and there was no material impact on our consolidated financial statements. Recently Issued Accounting Standards — In March 2020, the FASB issued an accounting standards update to provide temporary optional expedients that simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The amendments in the update are effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications from the beginning of an interim period that includes or is subsequent to March 12, 2020. In December 2022, the FASB issued an update, which deferred the sunset date to December 31, 2024. We do not expect this new guidance will have a material impact on our consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combination | 2. Business Combinations Ulterra Drilling Technologies, L.P. On August 14, 2023, we completed the Ulterra acquisition. Total consideration for the acquisition included the issuance of 34.9 million shares of our common stock and payment of approximately $ 376 million of cash, which based on the closing price of our common stock of $ 14.94 on August 14, 2023, valued the transaction at approximately $ 897 million. The total fair value of the consideration transferred was determined as follows (in thousands, except stock price): Shares of our common stock issued to Ulterra 34,900 Our common stock price on August 14, 2023 $ 14.94 Common stock equity consideration $ 521,406 Plus net cash consideration (1) 375,740 Total consideration transferred $ 897,146 (1) Net cash consideration included $ 370 million cash consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement. The acquisition has been accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based on preliminary estimated fair values as of the date of the business combination. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to future rig counts, estimated economic useful lives, operating and capital cost estimates, and a weighted average discount rate reflecting the cost of capital for market participants of 10.5 %. The carrying amounts of cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued liabilities approximate their fair values due to their nature or the short-term maturity of instruments. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of inventory and rental equipment was determined using a replacement cost approach. Intangible assets primarily consist of customer relationships and developed technology, the fair values of which were determined using an income approach. Property and equipment was valued using a combination of indirect cost and a market approach. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of Ulterra’s assets and liabilities. We will complete the purchase price allocation during the 12-month period following the acquisition date. Assets acquired: Cash and cash equivalents $ 18,426 Accounts receivable 68,467 Inventory (1) 36,313 Rental equipment (2) 109,055 Property and equipment 27,583 Intangible assets 313,000 Operating lease right of use asset 7,513 Finance lease right of use asset 5,228 Other assets 14,274 Total assets acquired 599,859 Liabilities assumed: Accounts payable 23,258 Accrued liabilities 26,475 Operating lease liability 7,513 Finance lease liability 5,228 Deferred tax liabilities 82,851 Total liabilities assumed 145,325 Less: noncontrolling interest ( 8,729 ) Net assets acquired 445,805 Goodwill 451,341 Total consideration transferred $ 897,146 (1) We recorded an adjustment of $ 5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold . (2) We recorded an adjustment of $ 74.4 million to write-up acquired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs. The goodwill recognized in the acquisition represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill of $ 451.3 million represents the potential for new growth opportunities internationally with the acquisition of Ulterra as well as the recognition of deferred taxes for the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. Goodwill is not deductible for tax purposes. All of the goodwill was assigned to our Drilling Products segment. See Note 7. Approximately $ 46.6 million of revenues and $ 6.6 million of net loss attributed to the Ulterra acquisition are included in the consolidated statements of operations for the period from the closing date on August 14, 2023 through September 30, 2023. During the nine months ended September 30, 2023, we incurred costs related to the Ulterra acquisition totaling $ 5.2 million, which are included in our consolidated statements of operations as “Merger and integration expense.” A portion of the fair value consideration transferred has been provisionally assigned to identifiable intangible assets as follows: Fair Value Weighted Average Useful Life (in thousands) (in years) Customer relationships $ 245,000 15 Trade name 16,000 11 Developed technology 52,000 8 Intangible assets $ 313,000 Pro Forma The following pro forma condensed combined financial information was derived from our and Ulterra’s historical financial statements and gives effect to the acquisition as if it had occurred on January 1, 2022. The below information reflects pro forma adjustments based on available information and certain assumptions we believe are reasonable, including (i) adjustments related to the depreciation and amortization of the step up to fair value of $ 77.6 million for acquired intangibles, $ 74.4 million for acquired drill bits classified as long-lived assets, and $ 5.5 million for acquired drill bits classified as inventory, (ii) removal of $ 12.8 million of historical interest expense of the acquired entity and (iii) $ 7.9 million of tax benefit relating to the aforementioned pro forma adjustments. The pro forma results of operations do not include any anticipated cost savings or other synergies that may result from the Ulterra acquisition nor do they include any estimated costs that will be incurred to integrate Ulterra operations. The pro forma results of operations include our merger and integration expense of $ 5.2 million as if they had been incurred in the first quarter of 2022. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Ulterra acquisition taken place on January 1, 2022. Furthermore, the financial information is not intended to be a projection of future results. The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (Unaudited) Revenues $ 1,052,282 $ 824,902 $ 2,785,279 $ 2,135,922 Net income (loss) $ ( 27,925 ) $ 58,762 $ 163,904 $ 54,365 NexTier Oilfield Solutions Inc. On September 1, 2023, we completed the NexTier merger. Under the terms of the merger agreement, NexTier became our wholly-owned subsidiary. Each share of NexTier common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.752 shares of our common stock. Additionally, certain equity awards that were granted and outstanding under NexTier long-term incentive plans were assumed by us, and such equity awards were converted into equity awards in respect of our common stock in accordance with the merger agreement. NexTier is a predominately U.S. land-focused oilfield service company, with a diverse set of well completion and production services across a variety of active basins. The total fair value of the consideration transferred was determined as follows (in thousands, except exchange ratio and stock price): Number of shares of NexTier common stock outstanding as of September 1, 2023 229,022 Multiplied by the exchange ratio 0.752 Number of shares of Patterson-UTI common stock issued in connection with the merger 172,224 Patterson-UTI common stock price on September 1, 2023 $ 14.91 Common stock equity consideration 2,567,872 Acceleration of RSU awards 1,997 Fair value of replacement equity awards (1) 70,416 NexTier long-term debt repaid by Patterson-UTI 161,000 Consideration transferred $ 2,801,285 (1) In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details. The transaction has been accounted for as a business combination using the acquisition method with Patterson-UTI determined to be the acquirer. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based on preliminary estimated fair values as of the date of the business combination. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to future rig counts, estimated economic useful lives, operating and capital cost estimates, and a weighted average discount rate reflecting the cost of capital for market participants of 14.0 %. The carrying amounts of cash and cash equivalents, accounts receivable, inventory, other assets, accounts payable, accrued liabilities, and other liabilities approximate their fair values due to their nature or the short-term maturity of instruments. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of property and equipment was determined using a combination of replacement cost and indirect cost. Intangible assets were valued using an income approach. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of NexTier’s assets and liabilities. We will complete the purchase price allocation during the 12-month period following the acquisition date. Assets acquired: Cash and cash equivalents $ 95,815 Accounts receivable 420,200 Inventory 71,930 Property and equipment (1) 1,045,610 Intangible assets 768,000 Operating lease right of use asset 19,091 Finance lease right of use asset 50,733 Other assets 84,677 Total assets acquired 2,556,056 Liabilities assumed: Accounts payable 358,873 Accrued liabilities 130,597 Operating lease liability 19,091 Finance lease liability 50,733 Deferred tax liabilities 82,785 Long-term debt 22,533 Other liabilities 11,815 Total liabilities assumed 676,427 Net assets acquired 1,879,629 Goodwill 921,656 Total consideration transferred $ 2,801,285 (1) We recorded an adjustment of $ 262.7 million to write-up acquired property and equipment to estimated fair value. This adjustment will be depreciated on a straight-line basis over a weighted average period of six years. The goodwill recognized in the merger represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill of $ 921.7 million largely consisted of the expected synergies and economies of scale from the combined operations of Patterson-UTI and NexTier as well as the recognition of deferred taxes for the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. The goodwill is not deductible for tax purposes. All of the goodwill was assigned to our completion services segment. See Note 7. Approximately $ 272.1 million of revenues and $ 9.6 million of net loss attributed to the NexTier merger are included in the consolidated statements of operations for the period from the closing date on September 1, 2023 through September 30, 2023. During the nine months ended September 30, 2023, we incurred costs related to the NexTier merger totaling $ 72.9 million, which are included in our consolidated statements of operations as “Merger and integration expense.” A portion of the fair value consideration transferred has been provisionally assigned to identifiable intangible assets as follows: Fair Value Weighted Average Useful Life (in thousands) (in years) Customer relationships $ 540,000 10 Trade name 85,000 10 Developed technology 143,000 8 Intangible assets $ 768,000 Pro Forma The following pro forma condensed combined financial information was derived from our and NexTier's historical financial statements and gives effect to the acquisition as if it had occurred on January 1, 2022. The below information reflects pro forma adjustments based on available information and certain assumptions we believe are reasonable, including (i) adjustments related to the depreciation and amortization of the step up to fair value of $ 720.7 million for acquired intangibles and $ 262.7 million for acquired property and equipment, (ii) removal of $ 17.7 million of historical interest expense of the acquired entity and (iii) $ 8.4 million of tax expense relating to the aforementioned pro forma adjustments. The pro forma results of operations do not include any anticipated cost savings or other synergies that may result from the NexTier merger nor do they include any estimated costs that will be incurred to integrate NexTier operations. The pro forma results of operations include our merger and integration expense of $ 72.9 million. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the NexTier merger taken place on January 1, 2022. Furthermore, the financial information is not intended to be a projection of future results. The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (Unaudited) Revenues $ 1,589,056 $ 1,623,513 $ 5,020,507 $ 4,233,081 Net income $ 69,256 $ 140,250 $ 625,020 $ 45,461 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. 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. 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 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 properties 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. The revenue received for the working interests from these oil and gas properties does not fall under the scope of the new revenue standard, and therefore, will continue to be reported under current guidance ASC 932-323 Extractive Activities – Oil and Gas, Investments – Equity Method and Joint Ventures . 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 . Accounts receivable balances were $ 957 million and $ 561 million as of September 30, 2023 and December 31, 2022, respectively. These balances do not include amounts related to our oil and gas working interests nor do they include amounts related to our lease revenues under Topic 842 as those contracts are excluded from Topic 606. Accounts receivable balances are included in “Accounts receivable” in our unaudited condensed consolidated balance sheets. 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 $ 23.7 million and $ 148 million as of September 30, 2023 and December 31, 2022 , respectively. We recognized $ 135 million of revenue in the nine months ended September 30, 2023 that was included in the contract liability balance at the beginning of the period, of which the recognition of $ 28.9 million in the three months ended September 30, 2023 was due to deferred revenue from a customer prepayment, which became recognizable after the customer changed its drilling schedule. Revenue related to our contract liabilities balance is expected to be recognized through 2026. The $ 16.6 million current portion of our contract liability balance is included in “Accrued liabilities” and $ 7.1 million noncurrent portion of our contract liability balance is included in “Other liabilities” in our unaudited condensed 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 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 September 30, 2023 was approximately $ 760 million. Approximately 24 % of the total contract drilling backlog in the United States at September 30, 2023 is reasonably expected to remain at September 30, 2024 . 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 September 30, 2023. 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. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Raw materials and supplies $ 152,732 $ 63,008 Work-in-process 6,321 2,341 Finished goods 27,461 28 Inventory $ 186,514 $ 65,377 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Federal and state income taxes receivable $ 20,814 $ 399 Workers’ compensation receivable 32,249 34,632 Prepaid expenses 57,268 11,960 Refundable tax credit 11,083 10,914 Insurance claim receivable 9,749 — Other 29,514 3,064 Other current assets $ 160,677 $ 60,969 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Equipment $ 8,492,234 $ 7,551,099 Oil and natural gas properties 255,797 236,156 Buildings 251,503 175,212 Rental equipment 107,389 — Land 38,676 23,610 Total property and equipment 9,145,599 7,986,077 Less accumulated depreciation, depletion, amortization and impairment ( 5,757,597 ) ( 5,725,501 ) Property and equipment, net $ 3,388,002 $ 2,260,576 Depreciation and depletion expense on property and equipment of approximately $ 188 million and $ 121 million was recorded in the three months ended September 30, 2023 and 2022 , respectively. Depreciation and depletion expense on property and equipment of approximately $ 436 million and $ 356 million was recorded in the nine months ended September 30, 2023 and 2022, respectively. We review our long-lived assets, including property and equipment, 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 estimate future cash flows over the life of the respective assets or asset groupings in our assessment of impairment. These estimates of cash flows are based on historical cyclical trends in the industry as well as our expectations regarding the continuation of these trends in the future. Provisions for asset impairment are charged against income when estimated future cash flows, on an undiscounted basis, are less than the asset’s net book value. Any provision for impairment is measured at fair value. We recorded a $ 0.4 million and a $ 6.2 million impairment expense recorded in our oil and natural gas business during the three and nine months ended September 30, 2023 , respectively. We recorded a $ 2.5 million and a $ 3.7 million impairment expense recorded in our oil and natural gas business during the three and nine months ended September 30, 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill — Goodwill by operating segment as of September 30, 2023 and changes for the nine months then ended are as follows (in thousands): Completion Drilling Services Products Total Balance at beginning of period $ — $ — $ — Goodwill acquired 921,656 451,341 1,372,997 Balance at end of period $ 921,656 $ 451,341 $ 1,372,997 Goodwill is evaluated at least annually or when circumstances require, to determine if the fair value of recorded goodwill has decreased below its carrying value. For impairment testing purposes, goodwill is evaluated at the reporting unit level. Our reporting units for impairment testing are 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, and if this is the case, any necessary goodwill impairment is determined using a quantitative impairment test. From time to time, we may perform quantitative testing for goodwill impairment in lieu of performing the qualitative assessment. 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. Intangible Assets — The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 785,866 $ ( 7,915 ) $ 777,951 $ 1,800 $ ( 1,071 ) $ 729 Developed technology 202,772 ( 6,404 ) 196,368 7,772 ( 3,773 ) 3,999 Trade name 101,000 ( 1,083 ) 99,917 — — — Other 1,352 ( 630 ) 722 1,450 ( 333 ) 1,117 Intangible assets, net $ 1,090,990 $ ( 16,032 ) $ 1,074,958 $ 11,022 $ ( 5,177 ) $ 5,845 Amortization expense on intangible assets of approximately $ 10.1 million and $ 0.3 million was recorded in the three months ended September 30, 2023 and 2022 , respectively. Amortization expense on intangible assets of approximately $ 10.9 million and $ 1.0 million was recorded in the nine months ended September 30, 2023 and 2022 , respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Salaries, wages, payroll taxes and benefits $ 134,742 $ 73,308 Workers’ compensation liability 73,830 67,853 Property, sales, use and other taxes 67,503 10,119 Insurance, other than workers’ compensation 11,692 3,644 Accrued interest payable 12,384 10,522 Deferred revenue 16,571 110,215 Federal and state income taxes payable 1,329 4,644 Accrued merger and integration expense 30,003 — Other 41,880 28,482 Accrued liabilities $ 389,934 $ 308,787 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 3.95 % Senior Notes Due 2028 $ 482,505 $ 488,505 5.15 % Senior Notes Due 2029 344,895 347,900 7.15 % Senior Notes Due 2033 400,000 — Equipment Loans Due 2025 21,659 — 1,249,059 836,405 Less deferred financing costs and discounts ( 8,801 ) ( 5,468 ) Less current portion ( 12,049 ) — Total $ 1,228,209 $ 830,937 Credit Agreement — On August 29, 2023, we entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), which amended our Amended and Restated Credit Agreement, dated as of March 27, 2018 (as amended, the “Credit Agreement”) , by and among us, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and a lender and each of the other letter of credit issuers and lenders party thereto. The Credit Agreement Amendment, among other things, (i) deemed c ertain outstanding letters of credit issued for the account of BEP Diamond Holdings Corp. (the entity we acquired in the Ulterra acquisition) with a face amount of $ 2.5 million to have been issued under the Credit Agreement and (ii) extended the maturity date for $ 85 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026 . As a result, of the $ 600 million of revolving credit commitments under the Credit Agreement, the maturity date for $ 501.7 million of such commitments is March 27, 2026 ; the maturity date for $ 48.3 million of such commitments is March 27, 2025 ; and the maturity date for the remaining $ 50 million of such commitments is March 27, 2024 . The Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $ 600 million, including a letter of credit facility that, at any time outstanding, is limited to $ 100 million and a swing line 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 $ 300 million, not to exceed total commitments of $ 900 million. Loans under the Credit Agreement bear interest by reference, at our election, to the SOFR rate (subject to 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 1.00 % to 2.00 % and the applicable margin on base rate loans varies from 0.00 % to 1.00 %, in each case determined based on our credit rating. As of September 30, 2023 , 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 0.10 % to 0.30 % 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 September 30, 2023. As of September 30, 2023 , we had no borrowings outstanding under our revolving credit facility . We had $ 2.5 million in letters of credit outstanding under the Credit Agreement at September 30, 2023 and, as a result, had available borrowing capacity of $ 597.5 million at that date. 2015 Reimbursement Agreement — On March 16, 2015, we entered into a Reimbursement Agreement (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 September 30, 2023, we had $ 87.7 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 letters of credit. 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 LIBOR rate plus 2.25 % 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 our 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 our 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 our 7.15 % Senior Notes due 2033 (the “2033 Notes”). The net proceeds before offering expenses from the offering of the 2033 Notes were approximately $ 396 million, which we used to repay amounts outstanding under our revolving credit facility. 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. Equipment Loans — As p art of the NexTier merger, we assumed the obligations of NexTier Completions Solutions Inc. (“NCS”) under a Master Loan and Security Agreement (as amended, the “Master Agreement”) with Caterpillar Financial Services Corporation. The Master Agreement allows NCS to enter into secured equipment financing term loans from time to time (the “Equipment Loans”). The Equipment Loans may be drawn in multiple tranches, with each loan evidenced by a separate promissory note. The Master Agreement and the Equipment Loans contain customary affirmative and negative covenants, including limitations on further encumbrance of the collateral other than the applicable loans under the Master Agreement. The Equipment Loans bear interest at a rate of 5.25 % per annum, and we pay interest on the 1 st of each month. The Equipment Loans will mature on June 1, 2025 . We were in compliance with these covenants at September 30, 2023. Drilling Products Letters of Credit — As part of the Ulterra merger, we assumed letters of credit of $ 2.5 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 that could become payable under terms of the underlying insurance contracts. These letters of credit expire annually at various times during the year and are typically renewed. As of September 30, 2023, no amounts had been drawn under the letters of credit. Presented below is a schedule of the principal repayment requirements of long-term debt as of September 30, 2023 (in thousands): Year ending December 31, 2023 $ 2,973 2024 12,290 2025 6,396 2026 — 2027 — 2028 482,505 Thereafter 744,895 Total $ 1,249,059 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other Matters | 10. Commitments and Contingencies As of September 30, 2023 , we maintained letters of credit in the aggregate amount of $ 92.7 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. These letters of credit expire annually at various times during the year and are typically renewed. As of September 30, 2023 , no amounts had been drawn under the letters of credit. As of September 30, 2023 , we had commitments to purchase major equipment totaling approximately $ 197 million. Our completion services segment has entered into agreements to purchase minimum quantities of proppants and chemicals from certain vendors. As of September 30, 2023 , the remaining minimum obligation under these agreements was approximately $ 34.5 million, of which approximately $ 14.2 million, $ 16.3 million, and $ 4.0 million relate to the remainder of 2023, 2024 and 2025, respectively. We are party to various 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Cash Dividend — On November 7, 2023 , our Board of Directors approved a cash dividend on our common stock in the amount of $ 0.08 per share to be paid on December 15, 2023 to holders of record as of December 1, 2023. 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 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 April 2023, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $ 300 million 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 September 30, 2023, we had remaining authorization to purchase approximately $ 281 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 nine months ended September 30, 2023 were as follows (dollars in thousands): Shares Cost Treasury shares at January 1, 2023 88,758,722 $ 1,453,079 Purchases pursuant to stock buyback program 7,426,044 93,276 Acquisitions pursuant to long-term incentive plans 2,356,845 31,722 Treasury shares at September 30, 2023 98,541,611 $ 1,578,077 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 12. Stock-based Compensation We use share-based payments to compensate employees and non-employee directors. We recognize the cost of share-based payments under the fair-value-based method. Share-based awards include equity instruments in the form of stock options or restricted stock units that have included service conditions and, in certain cases, performance conditions. Our share-based awards also include share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. In 2020, we granted performance-based cash-settled phantom units, which are accounted for as a liability classified award. We issue shares of common stock when vested stock options are exercised and after restricted stock units and share-settled performance unit awards vest. The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) was originally approved by our stockholders on June 3, 2021. Subject to stockholder approval, our Board of Directors approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 5.445 million shares (the “First Amendment”). On June 8, 2023, our stockholders approved the First Amendment. On September 1, 2023, in connection with the NexTier merger, our Board of Directors approved a second amendment to the 2021 Plan (the “Second Amendment,” and together with the First Amendment, the “Plan Amendments” and the 2021 Plan, as amended by the Plan Amendments, the “Plan”) to assume approximately 10 million shares previously reserved for issuance under the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “NexTier Plan”) . Following the Plan Amendments, the aggregate number of shares of Common Stock authorized for grant under the Plan is approximately 28.9 million. On September 1, 2023, the Board of Directors also approved amendments to the NexTier Plan and the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the “Former C&J Energy Plan” and, together with the NexTier Plan, the “Assumed Plans”) to assume awards that were previously granted under the Assumed Plans (consisting of stock options, time- and performance-based restricted stock units and cash-settled performance unit awards), which, in connection with the NexTier merger, were converted into equity awards in respect of shares of Patterson-UTI common stock. Stock Options — We estimate the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of our common stock over the most recent period equal to the expected term of the options as of the date such options are granted. The expected term assumptions are based on our experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. No options were granted during the nine months ended September 30, 2023. Stock option activity from January 1, 2023 to September 30, 2023 follows: Weighted Average Underlying Exercise Price Shares Per Share Outstanding at January 1, 2023 2,905,150 $ 22.19 Granted — $ — Assumed (1) 652,573 $ 27.97 Exercised — $ — Expired ( 662,500 ) $ 22.70 Outstanding at September 30, 2023 2,895,223 $ 23.38 Exercisable at September 30, 2023 2,895,223 $ 23.38 (1) Awards assumed in connection with the NexTier merger. Restricted Stock Units (Equity Based) — For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Forfeitable dividend equivalents are accrued on certain restricted stock units that will be paid upon vesting. We use the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock unit activity from January 1, 2023 to September 30, 2023 follows: Weighted Average Grant Time Performance Date Fair Value Based Based Per Share Non-vested restricted stock units outstanding at January 1, 2023 3,090,846 359,315 $ 12.71 Granted 1,675,657 — $ 11.32 Assumed (1) 7,438,031 — $ 5.62 Vested ( 5,396,107 ) — $ 6.48 Forfeited ( 84,739 ) — $ 13.82 Non-vested restricted stock units outstanding at September 30, 2023 6,723,688 359,315 $ 9.47 (1) Awards assumed in connection with the NexTier merger. As of September 30, 2023 , we had unrecognized compensation cost related to our unvested restricted stock units totaling $ 58.1 million. The weighted-average remaining vesting period for these unvested restricted stock units was 1.58 years as of September 30, 2023. Restricted Stock Units (Liability Based) — We converted NexTier’s cash-settled performance based units into our cash-settled restricted stock units in connection with the NexTier merger. These awards are accounted for as liability classified awards and remeasured at fair value at each reporting period. Compensation expense is recorded over the vesting period and is initially based on the fair value at the award conversion date. Compensation expense is subsequently remeasured at each reporting date during the vesting period based on the change in our stock price. Dividend cash equivalents are not paid on cash-settled units. As of September 30, 2023, $ 8.4 million is included in “Other Liabilities” in our unaudited condensed consolidated balance sheets. We recognized $ 3.4 million of compensation expense for these awards during the three and nine months ended September 30, 2023. Performance Unit Awards — We have granted share-settled performance unit awards to certain employees (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive shares of common stock upon the achievement of certain performance goals during a specified period established by the Compensation Committee. The performance period for the Performance Units is generally the three-year period commencing on April 1 of the year of grant. The performance goals for the Performance Units are tied to our total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. For the performance units granted in April 2022 and April 2021, the peer group includes one market index and three market indices, respectively. The performance goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective Performance Units. The recipients will receive the target number of shares if our total shareholder return during the performance period, when compared to the peer group, is at the 55th percentile. If our total shareholder return during the performance period, when compared to the peer group, is at the 75th percentile or higher, then the recipients will receive two times the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is at the 25th percentile, then the recipients will only receive one-half of the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is between the 25th and 55th percentile, or the 55th and 75th percentile, then the shares to be received by the recipients will be determined using linear interpolation for levels of achievement between these points. The payout under the Performance Units shall not exceed the target number of shares if our absolute total shareholder return is negative or zero. The total target number of shares with respect to the Performance Units for the awards granted in 2019- 2023 is set forth below: 2023 2022 2021 2020 2019 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Target number of shares 631,700 414,000 843,000 500,500 489,800 In April 2022, 979,600 shares were issued to settle the 2019 Performance Units. In May 2023, 1,001,000 shares were issued to settle the 2020 Performance Units. The Performance Units granted in 2021, 2022 and 2023 have not reached the end of their respective performance periods. Because the Performance Units are share-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Performance Units is set forth below (in thousands): 2023 2022 2021 2020 2019 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Aggregate fair value at date of grant $ 8,440 $ 10,743 $ 7,225 $ 826 $ 9,958 These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Performance Units is shown below (in thousands): 2023 2022 2021 2020 2019 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Three months ended September 30, 2023 $ 903 $ 990 $ 617 N/A N/A Three months ended September 30, 2022 N/A $ 895 $ 602 $ 69 N/A Nine months ended September 30, 2023 $ 1,372 $ 2,781 $ 1,821 $ 69 N/A Nine months ended September 30, 2022 N/A $ 1,791 $ 1,806 $ 206 $ 830 As of September 30, 2023 , we had unrecognized compensation cost related to our unvested Performance Units totaling $ 13.5 million. The weighted-average remaining vesting period for these unvested Performance Units was 1.39 years as of September 30, 2023. Phantom Units — In May 2020, the Compensation Committee approved a grant of long-term performance-based phantom units to our Chief Executive Officer and President, William A. Hendricks, Jr. (the “Phantom Units”). The Phantom Units settled in May 2023, with a cash payment of $ 7.4 million, which was determined by multiplying 597,000 earned phantom units by our average trading price per share over the twenty consecutive trading days preceding March 31, 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. 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 September 30, 2023 was 93.7 %, compared with 3.5 % for the three months ended September 30, 2022. The difference in effective income tax rates was primarily attributable to the impact of valuation allowances on deferred tax assets between periods. Our effective income tax rate for the nine months ended September 30, 2023 was 13.9 %, compared with 8.3 % for the nine months ended September 30, 2022. The difference in effective income tax rates was primarily attributable to the impact of valuation allowances on deferred tax assets 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. We will incorporate into our future financial statements the impacts, if any, of future regulations and additional authoritative guidance when finalized. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases ASC Topic 842 Leases We acquired $ 7.5 million and $ 19.1 million of operating leases for operating locations, corporate offices, certain operating equipment and light duty vehicles primarily related to the Ulterra acquisition and NexTier merger, respectively. We acquired $ 5.2 million and $ 50.7 million of finance leases for light duty vehicles and certain operating equipment related to the Ulterra acquisition and NexTier merger, respectively. Lease expense consisted of the following for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost $ 2,419 $ 1,410 $ 5,302 $ 4,288 Finance lease cost: Amortization of right-of-use assets 1,613 — 1,613 — Interest on lease liabilities 341 — 341 — Total finance lease cost 1,954 — 1,954 — Short-term lease expense (1) 1,734 — 1,734 — Total lease expense (2) $ 6,107 $ 1,410 $ 8,990 $ 4,288 (1) Short-term lease expense represents expense related to leases with a contract term of one year or less . (2) Total lease expense is recorded in operating costs for the respective segments and within “selling, general and administrative” in our unaudited condensed consolidated statements of operations . Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022 is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,902 $ 5,485 Operating cash flows from finance leases 326 — Financing cash flows from finance leases 2,986 — Right of use assets obtained in exchange for lease obligations: Operating leases (1) $ 31,654 $ 6,470 Finance leases (1) 58,774 — (1) Includes right of use assets acquired in business combinations. Supplemental balance sheet information related to leases as of September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Weighted Average Remaining Lease Term: Operating leases 5.2 years 6.1 years Finance leases 0.8 years N/A Weighted Average Discount Rate: Operating leases 6.1 % 4.1 % Finance leases 7.3 % N/A Maturities of operating and finance lease liabilities as of September 30, 2023 are as follows (in thousands): Year ending December 31, Operating Finance 2023 (excluding the nine months ended September 30, 2023) $ 3,432 $ 14,969 2024 15,173 36,564 2025 12,112 3,249 2026 8,585 3,365 2027 6,652 — 2028 4,911 Thereafter 9,322 — Total lease payments 60,187 58,147 Less imputed interest ( 8,666 ) ( 2,387 ) Total $ 51,521 $ 55,760 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. 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 nine months ended September 30, 2023 and 2022 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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 BASIC EPS: Net income attributable to common stockholders $ 50 $ 61,452 $ 184,342 $ 54,561 Weighted average number of common shares outstanding, excluding 280,218 216,822 233,631 216,090 Basic net income per common share $ 0.00 $ 0.28 $ 0.79 $ 0.25 DILUTED EPS: Net income attributable to common stockholders $ 50 $ 61,452 $ 184,342 $ 54,561 Weighted average number of common shares outstanding, excluding 281,984 220,454 234,488 219,381 Diluted net income per common share $ 0.00 $ 0.28 $ 0.79 $ 0.25 Potentially dilutive securities excluded as anti-dilutive 3,268 3,359 10,351 3,359 |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | 16. Business Segments Effective as of the third quarter of 2023, we revised our reportable segments to align with certain changes in how our Chief Operating Decision Maker (“CODM”) manages and allocates resources to our business as a result of the Ulterra acquisition and NexTier merger. Accordingly, we now have the following reportable business segments: (i) drilling services, (ii) completions services, and (iii) drilling products. 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, which was acquired with our acquisition of Ulterra on August 14, 2023. This segment structure reflects the financial information and reports used by management, specifically including our CODM, to make decisions regarding the businesses, including performance evaluation and resource allocation decisions. As a result of the revised reportable segment structure, we have restated the corresponding items of segment information for all periods presented. The following tables summarize selected financial information relating to our business segments (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues: Drilling Services $ 503,767 $ 428,242 $ 1,496,520 $ 1,109,234 Completion Services 459,574 287,664 1,003,083 715,630 Drilling Products 46,570 — 46,570 — Other (1) 17,501 22,079 59,393 60,836 Elimination of intercompany revenues - Drilling Services (2) ( 14,992 ) ( 10,217 ) ( 40,359 ) ( 25,905 ) Elimination of intercompany revenues - Other (2) ( 968 ) ( 265 ) ( 3,068 ) ( 679 ) Total revenues $ 1,011,452 $ 727,503 $ 2,562,139 $ 1,859,116 Income (loss) before income taxes: Drilling Services $ 114,737 $ 46,530 $ 329,322 $ 68,629 Completion Services 162 48,949 69,898 75,461 Drilling Products ( 6,240 ) — ( 6,240 ) — Other 435 3,983 1,811 10,297 Corporate ( 99,390 ) ( 23,117 ) ( 154,542 ) ( 60,161 ) Interest income 2,131 58 4,583 87 Interest expense ( 15,625 ) ( 10,975 ) ( 34,189 ) ( 32,198 ) Other ( 618 ) ( 1,774 ) 3,191 ( 2,644 ) Income (loss) before income taxes $ ( 4,408 ) $ 63,654 $ 213,834 $ 59,471 Depreciation, depletion, amortization and impairment: Drilling Services $ 90,668 $ 88,199 $ 272,361 $ 262,955 Completion Services 83,338 24,746 135,339 73,244 Drilling Products 17,075 — 17,075 — Other 5,319 7,920 21,946 20,495 Corporate 1,235 1,285 5,908 3,947 Total depreciation, depletion, amortization and impairment $ 197,635 $ 122,150 $ 452,629 $ 360,641 Capital expenditures: Drilling Services $ 89,242 $ 72,683 $ 261,155 $ 181,754 Completion Services 56,464 46,653 107,529 114,669 Drilling Products 7,940 — 7,940 — Other 5,972 6,457 18,387 19,654 Corporate 804 562 15,406 1,476 Total capital expenditures $ 160,422 $ 126,355 $ 410,417 $ 317,553 September 30, 2023 December 31, 2022 Identifiable assets: Drilling Services $ 2,345,942 $ 2,348,177 Completion Services 3,940,742 541,975 Drilling Products 1,038,772 — Other 57,782 64,018 Corporate (3) 37,336 189,653 Total assets $ 7,420,574 $ 3,143,823 (1) Other includes our oilfield rentals business and oil and natural gas working interests. (2) I ntercompany revenues consist of revenues from drilling services provided to our other operations, and revenues from other operations for services provided to drilling services, completion services and within other operations . These revenues are generally based on estimated external selling prices and are eliminated during consolidation. (3) Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | 17. 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 September 30, 2023 and December 31, 2022 is set forth below (in thousands): September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Value Value Value Value 3.95% Senior Notes Due 2028 $ 482,505 $ 433,313 $ 488,505 $ 431,556 5.15% Senior Notes Due 2029 344,895 314,329 347,900 313,164 7.15% Senior Notes Due 2033 400,000 414,880 — — Equipment Loans Due 2025 21,659 21,595 — — Total debt $ 1,249,059 $ 1,184,117 $ 836,405 $ 744,720 The fair values of the 2028 Notes, the 2029 Notes and the 2033 Notes at September 30, 2023 and December 31, 2022 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 Equipment Loans is based on 5.25 %, which is considered Level 2 fair value estimates in the fair value hierarchy of fair value accounting. The fair values of the 2028 Notes implied a 6.70 % market rate of interest at September 30, 2023 and a 6.69 % market rate of interest at December 31, 2022 , based on their quoted market prices. The fair values of the 2029 Notes implied a 6.94 % market rate of interest at September 30, 2023 and a 7.01 % market rate of interest at December 31, 2022 , based on their quoted market prices. The fair values of the 2033 Notes implied a 7.08 % market rate of interest at September 30, 2023 , based on their quoted market price. The fair value of the Equipment Loans implied a 6.21 % market rate of interest at September 30, 2023 , based on their benchmark yield. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Restricted cash | 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 condensed consolidated balance sheet that sum to the total of such amounts shown in the statement of cash flows for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Cash and cash equivalents $ 61,856 $ 42,735 Restricted cash 5,192 — Total cash, cash equivalents and restricted cash $ 67,048 $ 42,735 |
Revenues | Revenues — As a result of the Ulterra acquisition, our revenues now include a significant amount of rental revenue included within the new “Drilling products” segment. See Note 3 for details. |
Goodwill | Goodwill — As a result of both the Ulterra acquisition and the NexTier merger, we have recognized goodwill. Goodwill from acquisitions is recorded as the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Goodwill is considered to have an indefinite useful economic life and is not amortized. We assess impairment of goodwill at least annually or on an interim basis if events or circumstances indicate that the fair value of goodwill may have decreased below its carrying value. See Note 7. |
Leases | Leases — In the third quarter of 2023, as part of the Ulterra acquisition and the NexTier merger we acquired several operating and finance leases. We inherited NexTier’s and Ulterra’s lease classifications as of the time of each respective acquisition. We have elected as an accounting policy election by class of underlying assets to not recognize assets or liabilities at the acquisition date for leases that had a remaining lease term of twelve months or less. This includes not recognizing an intangible asset if the terms of an operating lease are favorable relative to market terms or a liability if the terms are unfavorable relative to market terms. See Notes 2 and 13 for details. For finance leases, we amortize the right-of-use asset on a straight-line basis over the earlier of the useful life of the right-of-use asset or the end of the lease term and record this amortization in depreciation and amortization expense in the c ondensed consolidated statements of operations. If available, we use the rate implicit in the lease at commencement date to discount the lease payments. If the implicit rate is not available, we use our incremental borrowing rate based on the information available at the commencement date in the determination of the present value of future lease payments. We include the term of any renewal option for the right-of-use asset and lease liability if it is reasonably certain that we will exercise the option. We also include the term of any termination option for the right-of-use asset and lease liability if it is not reasonably certain we will exercise the option. By our policy election, right-of-use assets and lease liabilities with an initial term of one year or less are not recognized for leasing arrangements, and non-lease and lease components are treated as a single lease component instead of bifurcating those components. For finance leases where we have determined we are reasonably certain to exercise a purchase option to acquire the underlying asset, we amortize the right-of-use asset over the lease term and record this amortization in “Depreciation, depletion, amortization and impairment” in the condensed consolidated statements of operations. We adjust the lease liability to reflect lease payments made during the period and interest incurred on the lease liability using the effective interest method. The incurred interest expense is recorded in “Interest expense” in the condensed consolidated statements of operations. |
Change in Accounting Estimate | Change in Accounting Estimate — In the third quarter of 2023, we changed the estimated of useful lives of certain property and equipment within our completion services segment. The change in the estimated useful lives was necessitated by recent trends in increased intensity and pumping hours per day of certain components used in servicing larger jobs. We determined the estimated useful life of fluid ends is now less than one year, which results in these components no longer being capitalized to property and equipment but instead recorded to inventory and expensed as direct operating costs as they are consumed. Additionally, we shortened the estimated useful lives of certain other completions components that remain in property and equipment, which resulted in a decrease in the weighted average estimated useful lives of these assets from nine years to seven years. The effect of our change in estimated useful lives of these assets was a decrease in operating income of $ 24.2 million, a decrease in net income of $ 19.1 million for the three and nine months ended September 30, 2023 resulting in a decrease in basic and diluted earnings per share of $ 0.07 and $ 0.08 per share, respectively |
Recently Issued Accounting Standards | Recently Adopted Accounting Standards — In October 2021, the FASB issued an accounting standards update, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting. The amendments should be applied prospectively to acquisitions occurring on or after the effective date. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this new guidance on January 1, 2023, and there was no material impact on our consolidated financial statements. Recently Issued Accounting Standards — In March 2020, the FASB issued an accounting standards update to provide temporary optional expedients that simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The amendments in the update are effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications from the beginning of an interim period that includes or is subsequent to March 12, 2020. In December 2022, the FASB issued an update, which deferred the sunset date to December 31, 2024. We do not expect this new guidance will have a material impact on our consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Restricted cash | The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheet that sum to the total of such amounts shown in the statement of cash flows for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Cash and cash equivalents $ 61,856 $ 42,735 Restricted cash 5,192 — Total cash, cash equivalents and restricted cash $ 67,048 $ 42,735 |
Restricted cash (Tables)
Restricted cash (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Cash [Abstract] | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheet that sum to the total of such amounts shown in the statement of cash flows for the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, 2023 2022 Cash and cash equivalents $ 61,856 $ 42,735 Restricted cash 5,192 — Total cash, cash equivalents and restricted cash $ 67,048 $ 42,735 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Ulterra Drilling Technologies, L.P. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred | The total fair value of the consideration transferred was determined as follows (in thousands, except stock price): Shares of our common stock issued to Ulterra 34,900 Our common stock price on August 14, 2023 $ 14.94 Common stock equity consideration $ 521,406 Plus net cash consideration (1) 375,740 Total consideration transferred $ 897,146 (1) Net cash consideration included $ 370 million cash consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement. |
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value | Assets acquired: Cash and cash equivalents $ 18,426 Accounts receivable 68,467 Inventory (1) 36,313 Rental equipment (2) 109,055 Property and equipment 27,583 Intangible assets 313,000 Operating lease right of use asset 7,513 Finance lease right of use asset 5,228 Other assets 14,274 Total assets acquired 599,859 Liabilities assumed: Accounts payable 23,258 Accrued liabilities 26,475 Operating lease liability 7,513 Finance lease liability 5,228 Deferred tax liabilities 82,851 Total liabilities assumed 145,325 Less: noncontrolling interest ( 8,729 ) Net assets acquired 445,805 Goodwill 451,341 Total consideration transferred $ 897,146 (1) We recorded an adjustment of $ 5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold . (2) We recorded an adjustment of $ 74.4 million to write-up acquired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs. |
Schedule of Fair Value Consideration Transferred Assigned to Identifiable Intangible Assets | A portion of the fair value consideration transferred has been provisionally assigned to identifiable intangible assets as follows: Fair Value Weighted Average Useful Life (in thousands) (in years) Customer relationships $ 245,000 15 Trade name 16,000 11 Developed technology 52,000 8 Intangible assets $ 313,000 |
Schedule of Pro Forma Information | The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (Unaudited) Revenues $ 1,052,282 $ 824,902 $ 2,785,279 $ 2,135,922 Net income (loss) $ ( 27,925 ) $ 58,762 $ 163,904 $ 54,365 |
NexTier Oilfield Solutions Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred | The total fair value of the consideration transferred was determined as follows (in thousands, except exchange ratio and stock price): Number of shares of NexTier common stock outstanding as of September 1, 2023 229,022 Multiplied by the exchange ratio 0.752 Number of shares of Patterson-UTI common stock issued in connection with the merger 172,224 Patterson-UTI common stock price on September 1, 2023 $ 14.91 Common stock equity consideration 2,567,872 Acceleration of RSU awards 1,997 Fair value of replacement equity awards (1) 70,416 NexTier long-term debt repaid by Patterson-UTI 161,000 Consideration transferred $ 2,801,285 (1) In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details. |
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value | Assets acquired: Cash and cash equivalents $ 95,815 Accounts receivable 420,200 Inventory 71,930 Property and equipment (1) 1,045,610 Intangible assets 768,000 Operating lease right of use asset 19,091 Finance lease right of use asset 50,733 Other assets 84,677 Total assets acquired 2,556,056 Liabilities assumed: Accounts payable 358,873 Accrued liabilities 130,597 Operating lease liability 19,091 Finance lease liability 50,733 Deferred tax liabilities 82,785 Long-term debt 22,533 Other liabilities 11,815 Total liabilities assumed 676,427 Net assets acquired 1,879,629 Goodwill 921,656 Total consideration transferred $ 2,801,285 (1) We recorded an adjustment of $ 262.7 million to write-up acquired property and equipment to estimated fair value. This adjustment will be depreciated on a straight-line basis over a weighted average period of six years. |
Schedule of Fair Value Consideration Transferred Assigned to Identifiable Intangible Assets | A portion of the fair value consideration transferred has been provisionally assigned to identifiable intangible assets as follows: Fair Value Weighted Average Useful Life (in thousands) (in years) Customer relationships $ 540,000 10 Trade name 85,000 10 Developed technology 143,000 8 Intangible assets $ 768,000 |
Schedule of Pro Forma Information | The following table summarizes our selected financial information on a pro forma basis (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (Unaudited) Revenues $ 1,589,056 $ 1,623,513 $ 5,020,507 $ 4,233,081 Net income $ 69,256 $ 140,250 $ 625,020 $ 45,461 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Raw materials and supplies $ 152,732 $ 63,008 Work-in-process 6,321 2,341 Finished goods 27,461 28 Inventory $ 186,514 $ 65,377 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Federal and state income taxes receivable $ 20,814 $ 399 Workers’ compensation receivable 32,249 34,632 Prepaid expenses 57,268 11,960 Refundable tax credit 11,083 10,914 Insurance claim receivable 9,749 — Other 29,514 3,064 Other current assets $ 160,677 $ 60,969 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Equipment $ 8,492,234 $ 7,551,099 Oil and natural gas properties 255,797 236,156 Buildings 251,503 175,212 Rental equipment 107,389 — Land 38,676 23,610 Total property and equipment 9,145,599 7,986,077 Less accumulated depreciation, depletion, amortization and impairment ( 5,757,597 ) ( 5,725,501 ) Property and equipment, net $ 3,388,002 $ 2,260,576 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Operating Segment | Goodwill by operating segment as of September 30, 2023 and changes for the nine months then ended are as follows (in thousands): Completion Drilling Services Products Total Balance at beginning of period $ — $ — $ — Goodwill acquired 921,656 451,341 1,372,997 Balance at end of period $ 921,656 $ 451,341 $ 1,372,997 |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 785,866 $ ( 7,915 ) $ 777,951 $ 1,800 $ ( 1,071 ) $ 729 Developed technology 202,772 ( 6,404 ) 196,368 7,772 ( 3,773 ) 3,999 Trade name 101,000 ( 1,083 ) 99,917 — — — Other 1,352 ( 630 ) 722 1,450 ( 333 ) 1,117 Intangible assets, net $ 1,090,990 $ ( 16,032 ) $ 1,074,958 $ 11,022 $ ( 5,177 ) $ 5,845 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 785,866 $ ( 7,915 ) $ 777,951 $ 1,800 $ ( 1,071 ) $ 729 Developed technology 202,772 ( 6,404 ) 196,368 7,772 ( 3,773 ) 3,999 Trade name 101,000 ( 1,083 ) 99,917 — — — Other 1,352 ( 630 ) 722 1,450 ( 333 ) 1,117 Intangible assets, net $ 1,090,990 $ ( 16,032 ) $ 1,074,958 $ 11,022 $ ( 5,177 ) $ 5,845 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Salaries, wages, payroll taxes and benefits $ 134,742 $ 73,308 Workers’ compensation liability 73,830 67,853 Property, sales, use and other taxes 67,503 10,119 Insurance, other than workers’ compensation 11,692 3,644 Accrued interest payable 12,384 10,522 Deferred revenue 16,571 110,215 Federal and state income taxes payable 1,329 4,644 Accrued merger and integration expense 30,003 — Other 41,880 28,482 Accrued liabilities $ 389,934 $ 308,787 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | Long-term debt consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 3.95 % Senior Notes Due 2028 $ 482,505 $ 488,505 5.15 % Senior Notes Due 2029 344,895 347,900 7.15 % Senior Notes Due 2033 400,000 — Equipment Loans Due 2025 21,659 — 1,249,059 836,405 Less deferred financing costs and discounts ( 8,801 ) ( 5,468 ) Less current portion ( 12,049 ) — Total $ 1,228,209 $ 830,937 |
Schedule of Principal Repayment Requirements of Long Term Debt | Presented below is a schedule of the principal repayment requirements of long-term debt as of September 30, 2023 (in thousands): Year ending December 31, 2023 $ 2,973 2024 12,290 2025 6,396 2026 — 2027 — 2028 482,505 Thereafter 744,895 Total $ 1,249,059 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Treasury Stock Acquisition | Treasury stock acquisitions during the nine months ended September 30, 2023 were as follows (dollars in thousands): Shares Cost Treasury shares at January 1, 2023 88,758,722 $ 1,453,079 Purchases pursuant to stock buyback program 7,426,044 93,276 Acquisitions pursuant to long-term incentive plans 2,356,845 31,722 Treasury shares at September 30, 2023 98,541,611 $ 1,578,077 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Lease Expenses | Lease expense consisted of the following for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost $ 2,419 $ 1,410 $ 5,302 $ 4,288 Finance lease cost: Amortization of right-of-use assets 1,613 — 1,613 — Interest on lease liabilities 341 — 341 — Total finance lease cost 1,954 — 1,954 — Short-term lease expense (1) 1,734 — 1,734 — Total lease expense (2) $ 6,107 $ 1,410 $ 8,990 $ 4,288 (1) Short-term lease expense represents expense related to leases with a contract term of one year or less . (2) Total lease expense is recorded in operating costs for the respective segments and within “selling, general and administrative” in our unaudited condensed consolidated statements of operations . |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022 is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,902 $ 5,485 Operating cash flows from finance leases 326 — Financing cash flows from finance leases 2,986 — Right of use assets obtained in exchange for lease obligations: Operating leases (1) $ 31,654 $ 6,470 Finance leases (1) 58,774 — (1) Includes right of use assets acquired in business combinations. |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases as of September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Weighted Average Remaining Lease Term: Operating leases 5.2 years 6.1 years Finance leases 0.8 years N/A Weighted Average Discount Rate: Operating leases 6.1 % 4.1 % Finance leases 7.3 % N/A |
Summary of Maturities of Operating and Finance Lease Liabilities | Maturities of operating and finance lease liabilities as of September 30, 2023 are as follows (in thousands): Year ending December 31, Operating Finance 2023 (excluding the nine months ended September 30, 2023) $ 3,432 $ 14,969 2024 15,173 36,564 2025 12,112 3,249 2026 8,585 3,365 2027 6,652 — 2028 4,911 Thereafter 9,322 — Total lease payments 60,187 58,147 Less imputed interest ( 8,666 ) ( 2,387 ) Total $ 51,521 $ 55,760 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity | Stock option activity from January 1, 2023 to September 30, 2023 follows: Weighted Average Underlying Exercise Price Shares Per Share Outstanding at January 1, 2023 2,905,150 $ 22.19 Granted — $ — Assumed (1) 652,573 $ 27.97 Exercised — $ — Expired ( 662,500 ) $ 22.70 Outstanding at September 30, 2023 2,895,223 $ 23.38 Exercisable at September 30, 2023 2,895,223 $ 23.38 (1) Awards assumed in connection with the NexTier merger. |
Restricted Stock Unit Activity | Restricted stock unit activity from January 1, 2023 to September 30, 2023 follows: Weighted Average Grant Time Performance Date Fair Value Based Based Per Share Non-vested restricted stock units outstanding at January 1, 2023 3,090,846 359,315 $ 12.71 Granted 1,675,657 — $ 11.32 Assumed (1) 7,438,031 — $ 5.62 Vested ( 5,396,107 ) — $ 6.48 Forfeited ( 84,739 ) — $ 13.82 Non-vested restricted stock units outstanding at September 30, 2023 6,723,688 359,315 $ 9.47 (1) Awards assumed in connection with the NexTier merger. |
Performance Units | The total target number of shares with respect to the Performance Units for the awards granted in 2019- 2023 is set forth below: 2023 2022 2021 2020 2019 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Target number of shares 631,700 414,000 843,000 500,500 489,800 |
Fair Value of Performance Units | The fair value of the Performance Units is set forth below (in thousands): 2023 2022 2021 2020 2019 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Aggregate fair value at date of grant $ 8,440 $ 10,743 $ 7,225 $ 826 $ 9,958 |
Compensation Expense Associated with Performance Units | Compensation expense associated with the Performance Units is shown below (in thousands): 2023 2022 2021 2020 2019 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Three months ended September 30, 2023 $ 903 $ 990 $ 617 N/A N/A Three months ended September 30, 2022 N/A $ 895 $ 602 $ 69 N/A Nine months ended September 30, 2023 $ 1,372 $ 2,781 $ 1,821 $ 69 N/A Nine months ended September 30, 2022 N/A $ 1,791 $ 1,806 $ 206 $ 830 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Loss per Share | The following table presents information necessary to calculate net income (loss) per share for the three and nine months ended September 30, 2023 and 2022 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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 BASIC EPS: Net income attributable to common stockholders $ 50 $ 61,452 $ 184,342 $ 54,561 Weighted average number of common shares outstanding, excluding 280,218 216,822 233,631 216,090 Basic net income per common share $ 0.00 $ 0.28 $ 0.79 $ 0.25 DILUTED EPS: Net income attributable to common stockholders $ 50 $ 61,452 $ 184,342 $ 54,561 Weighted average number of common shares outstanding, excluding 281,984 220,454 234,488 219,381 Diluted net income per common share $ 0.00 $ 0.28 $ 0.79 $ 0.25 Potentially dilutive securities excluded as anti-dilutive 3,268 3,359 10,351 3,359 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segments - Financial Information | The following tables summarize selected financial information relating to our business segments (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues: Drilling Services $ 503,767 $ 428,242 $ 1,496,520 $ 1,109,234 Completion Services 459,574 287,664 1,003,083 715,630 Drilling Products 46,570 — 46,570 — Other (1) 17,501 22,079 59,393 60,836 Elimination of intercompany revenues - Drilling Services (2) ( 14,992 ) ( 10,217 ) ( 40,359 ) ( 25,905 ) Elimination of intercompany revenues - Other (2) ( 968 ) ( 265 ) ( 3,068 ) ( 679 ) Total revenues $ 1,011,452 $ 727,503 $ 2,562,139 $ 1,859,116 Income (loss) before income taxes: Drilling Services $ 114,737 $ 46,530 $ 329,322 $ 68,629 Completion Services 162 48,949 69,898 75,461 Drilling Products ( 6,240 ) — ( 6,240 ) — Other 435 3,983 1,811 10,297 Corporate ( 99,390 ) ( 23,117 ) ( 154,542 ) ( 60,161 ) Interest income 2,131 58 4,583 87 Interest expense ( 15,625 ) ( 10,975 ) ( 34,189 ) ( 32,198 ) Other ( 618 ) ( 1,774 ) 3,191 ( 2,644 ) Income (loss) before income taxes $ ( 4,408 ) $ 63,654 $ 213,834 $ 59,471 Depreciation, depletion, amortization and impairment: Drilling Services $ 90,668 $ 88,199 $ 272,361 $ 262,955 Completion Services 83,338 24,746 135,339 73,244 Drilling Products 17,075 — 17,075 — Other 5,319 7,920 21,946 20,495 Corporate 1,235 1,285 5,908 3,947 Total depreciation, depletion, amortization and impairment $ 197,635 $ 122,150 $ 452,629 $ 360,641 Capital expenditures: Drilling Services $ 89,242 $ 72,683 $ 261,155 $ 181,754 Completion Services 56,464 46,653 107,529 114,669 Drilling Products 7,940 — 7,940 — Other 5,972 6,457 18,387 19,654 Corporate 804 562 15,406 1,476 Total capital expenditures $ 160,422 $ 126,355 $ 410,417 $ 317,553 September 30, 2023 December 31, 2022 Identifiable assets: Drilling Services $ 2,345,942 $ 2,348,177 Completion Services 3,940,742 541,975 Drilling Products 1,038,772 — Other 57,782 64,018 Corporate (3) 37,336 189,653 Total assets $ 7,420,574 $ 3,143,823 (1) Other includes our oilfield rentals business and oil and natural gas working interests. (2) I ntercompany revenues consist of revenues from drilling services provided to our other operations, and revenues from other operations for services provided to drilling services, completion services and within other operations . These revenues are generally based on estimated external selling prices and are eliminated during consolidation. (3) Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Outstanding Debt Balances | The estimated fair value of our outstanding debt balances as of September 30, 2023 and December 31, 2022 is set forth below (in thousands): September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Value Value Value Value 3.95% Senior Notes Due 2028 $ 482,505 $ 433,313 $ 488,505 $ 431,556 5.15% Senior Notes Due 2029 344,895 314,329 347,900 313,164 7.15% Senior Notes Due 2033 400,000 414,880 — — Equipment Loans Due 2025 21,659 21,595 — — Total debt $ 1,249,059 $ 1,184,117 $ 836,405 $ 744,720 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 61,856 | $ 42,735 |
Restricted cash | 5,192 | 0 |
Total cash, cash equivalents and restricted cash | $ 67,048 | $ 42,735 |
Basis of Presentation (Addition
Basis of Presentation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||
Decrease in operating income | $ 24.2 | $ 24.2 |
Decrease in net income | $ 19.1 | $ 19.1 |
Decrease in basic earnings | $ 0.07 | $ 0.08 |
Decrease in diluted earnings | $ 0.07 | $ 0.08 |
Business Combination - Schedule
Business Combination - Schedule of Fair Value of Consideration Transferred (Details) $ / shares in Units, $ in Thousands | Sep. 01, 2023 USD ($) $ / shares shares | Aug. 14, 2023 USD ($) $ / shares shares | Sep. 30, 2023 shares | Dec. 31, 2022 shares | |
Business Acquisition [Line Items] | |||||
Number of shares common stock outstanding | shares | 417,303,286 | 213,567,131 | |||
Ulterra Drilling Technologies, L.P. [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares of our common stock issued to nextier Oilfield | shares | 34,900,000 | ||||
Common stock price | $ / shares | $ 14.94 | ||||
Common stock equity consideration | $ 521,406 | ||||
Plus net cash consideration | [1] | 375,740 | |||
Total consideration transferred | $ 897,146 | ||||
NexTier Oilfield Solutions Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of shares common stock outstanding | shares | 229,022,000 | ||||
Multiplied by the exchange ratio | 0.752 | ||||
Shares of our common stock issued to nextier Oilfield | shares | 172,224,000 | ||||
Common stock price | $ / shares | $ 14.91 | ||||
Common stock equity consideration | $ 2,567,872 | ||||
Acceleration of RSU awards | 1,997 | ||||
Fair value of replacement equity awards | [2] | 70,416 | |||
NexTier long-term debt repaid by Patterson-UTI | 161,000 | ||||
Total consideration transferred | $ 2,801,285 | ||||
[1] Net cash consideration included $ 370 million cash consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement. In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details. |
Business Combination - Schedu_2
Business Combination - Schedule of Fair Value of Consideration Transferred (Parenthetical) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Net cash consideration | $ 65,185 | $ 0 | |
Ulterra Drilling Technologies, L.P. [Member] | |||
Business Acquisition [Line Items] | |||
Net cash consideration | $ 370,000 |
Business Combination - Schedu_3
Business Combination - Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value (Details) - USD ($) $ in Thousands | Sep. 01, 2023 | Aug. 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Liabilities assumed: | |||||
Goodwill | $ 1,372,997 | $ 0 | |||
Ulterra Drilling Technologies, L.P. [Member] | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 18,426 | ||||
Accounts receivable | 68,467 | ||||
Inventory | [1] | 36,313 | |||
Rental equipment | [2] | 109,055 | |||
Property and equipment | 27,583 | ||||
Intangible assets | 313,000 | 313,000 | |||
Operating lease right of use asset | 7,513 | ||||
Finance lease right of use asset | 5,228 | ||||
Other assets | 14,274 | ||||
Total assets acquired | 599,859 | ||||
Liabilities assumed: | |||||
Accounts payable | 23,258 | ||||
Accrued liabilities | 26,475 | ||||
Operating lease liability | 7,513 | ||||
Finance lease liability | 5,228 | ||||
Deferred tax liabilities | 82,851 | ||||
Total liabilities assumed | 145,325 | ||||
Less: noncontrolling interest | (8,729) | ||||
Net assets acquired | 445,805 | ||||
Goodwill | 451,341 | 451,300 | |||
Total consideration transferred | $ 897,146 | ||||
NexTier Oilfield Solutions Inc. [Member] | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 95,815 | ||||
Accounts receivable | 420,200 | ||||
Inventory | 71,930 | ||||
Property and equipment | [3] | 1,045,610 | |||
Intangible assets | 768,000 | 768,000 | |||
Operating lease right of use asset | 19,091 | ||||
Finance lease right of use asset | 50,733 | ||||
Other assets | 84,677 | ||||
Total assets acquired | 2,556,056 | ||||
Liabilities assumed: | |||||
Accounts payable | 358,873 | ||||
Accrued liabilities | 130,597 | ||||
Operating lease liability | 19,091 | ||||
Finance lease liability | 50,733 | ||||
Deferred tax liabilities | 82,785 | ||||
Long-term debt | 22,533 | ||||
Other liabilities | 11,815 | ||||
Total liabilities assumed | 676,427 | ||||
Net assets acquired | 1,879,629 | ||||
Goodwill | 921,656 | $ 921,700 | |||
Total consideration transferred | $ 2,801,285 | ||||
[1] We recorded an adjustment of $ 5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold We recorded an adjustment of $ 74.4 million to write-up acquired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs. We recorded an adjustment of $ 262.7 million to write-up acquired property and equipment to estimated fair value. This adjustment will be depreciated on a straight-line basis over a weighted average period of six years. |
Business Combination - Schedu_4
Business Combination - Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 01, 2023 | Aug. 14, 2023 |
Ulterra Drilling Technologies, L.P. [Member] | Inventory [Member] | ||
Acquisitions And Discontinued Operations [Line Items] | ||
Business combination, adjustment to write-up | $ 5.5 | |
Ulterra Drilling Technologies, L.P. [Member] | Long-lived Assets [Member] | ||
Acquisitions And Discontinued Operations [Line Items] | ||
Business combination, adjustment to write-up | $ 74.4 | |
NexTier Oilfield Solutions Inc [Member] | Long-lived Assets [Member] | ||
Acquisitions And Discontinued Operations [Line Items] | ||
Business combination, adjustment to write-up | $ 262.7 |
Business Combination - Schedu_5
Business Combination - Schedule of Fair Value Consideration Transferred Assigned to Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 01, 2023 | Aug. 14, 2023 | |
Ulterra Drilling Technologies, L.P. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 313,000 | $ 313,000 | |
Ulterra Drilling Technologies, L.P. [Member] | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 245,000 | ||
Intangible assets, weighted average useful life | 15 years | ||
Ulterra Drilling Technologies, L.P. [Member] | Developed Technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 52,000 | ||
Intangible assets, weighted average useful life | 8 years | ||
Ulterra Drilling Technologies, L.P. [Member] | Trade Name | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 16,000 | ||
Intangible assets, weighted average useful life | 11 years | ||
NexTier Oilfield Solutions Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 768,000 | $ 768,000 | |
NexTier Oilfield Solutions Inc. [Member] | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 540,000 | ||
Intangible assets, weighted average useful life | 10 years | ||
NexTier Oilfield Solutions Inc. [Member] | Developed Technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 143,000 | ||
Intangible assets, weighted average useful life | 8 years | ||
NexTier Oilfield Solutions Inc. [Member] | Trade Name | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 85,000 | ||
Intangible assets, weighted average useful life | 10 years |
Business Combination - Schedu_6
Business Combination - Schedule of Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Ulterra Drilling Technologies, L.P. [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 1,052,282 | $ 824,902 | $ 2,785,279 | $ 2,135,922 |
Net income (loss) | (27,925) | 58,762 | 163,904 | 54,365 |
NexTier Oilfield Solutions Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 1,589,056 | 1,623,513 | 5,020,507 | 4,233,081 |
Net income (loss) | $ 69,256 | $ 140,250 | $ 625,020 | $ 45,461 |
Business Combination (Additiona
Business Combination (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 01, 2023 | Aug. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,372,997 | $ 1,372,997 | $ 0 | |||||
Net income (loss) | 50 | $ 61,452 | 184,342 | $ 54,561 | ||||
Merger and integration expense | 70,188 | $ 24 | 78,128 | $ 2,069 | ||||
Ulterra Drilling Technologies, L.P. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, shares issued | 34,900,000 | |||||||
Business combinations, consideration paid in cash | [1] | $ 375,740 | ||||||
Business combination, closing price | $ 14.94 | |||||||
Business combination, consideration transferred | $ 897,146 | |||||||
Weighted average cost of capital | 10.50% | |||||||
Goodwill | $ 451,341 | 451,300 | 451,300 | |||||
Revenues | 46,600 | |||||||
Net income (loss) | 6,600 | |||||||
Merger and integration expenses | 5,200 | |||||||
Long-lived assets | 74,400 | |||||||
Acquired intangibles | 77,600 | |||||||
Inventory | 5,500 | |||||||
Interest expense of the acquired entity | 12,800 | |||||||
Tax Expense (Benefit) | (7,900) | |||||||
Merger and integration expense | 5,200 | |||||||
Shares of our common stock issued to nextier Oilfield | 34,900,000 | |||||||
NexTier Oilfield Solutions Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, shares issued | 172,224,000 | |||||||
Business combination, closing price | $ 14.91 | |||||||
Business combination, consideration transferred | $ 2,801,285 | |||||||
Weighted average cost of capital | 14% | |||||||
Goodwill | $ 921,656 | $ 921,700 | 921,700 | |||||
Revenues | 272,100 | |||||||
Net income (loss) | 9,600 | |||||||
Merger and integration expenses | 72,900 | |||||||
Acquired intangibles | 720,700 | |||||||
Acquired property and equipment | 262,700 | |||||||
Interest expense of the acquired entity | 17,700 | |||||||
Tax Expense (Benefit) | 8,400 | |||||||
Merger and integration expense | $ 72,900 | |||||||
Shares of our common stock issued to nextier Oilfield | 172,224,000 | |||||||
Common stock consideration, shares issued | 0.752 | |||||||
[1] Net cash consideration included $ 370 million cash consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement. |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable balances | $ 1,010,034 | $ 565,520 |
Revenue recognized | 135,000 | |
Contract liability, current | 28,900 | |
Revenue, remaining performance obligation, amount | $ 760,000 | |
Revenue, remaining performance obligation, percentage | 24% | |
Accrued Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Contract liability | $ 23,700 | 148,000 |
Contract Drilling | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | Sep. 30, 2024 | |
ASC Topic 606 Revenue from Contracts with Customers | ||
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable balances | $ 957,000 | $ 561,000 |
Contract liability, current | 16,600 | |
Contract liability, noncurrent | $ 7,100 | |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable payment terms | 30 days | |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable payment terms | 60 days |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials and supplies | $ 152,732 | $ 63,008 |
Work-in-process | 6,321 | 2,341 |
Finished goods | 27,461 | 28 |
Inventory | $ 186,514 | $ 65,377 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets [Abstract] | ||
Federal and state income taxes receivable | $ 20,814 | $ 399 |
Workers' Compensation Receivable | 32,249 | 34,632 |
Prepaid expenses | 57,268 | 11,960 |
Refundable tax credit | 11,083 | 10,914 |
Insurance claim receivable | 9,749 | 0 |
Other | 29,514 | 3,064 |
Other current assets | $ 160,677 | $ 60,969 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 9,145,599 | $ 7,986,077 |
Less accumulated depreciation, depletion, amortization and impairment | (5,757,597) | (5,725,501) |
Property and equipment, net | 3,388,002 | 2,260,576 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 8,492,234 | 7,551,099 |
Oil and natural gas properties | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 255,797 | 236,156 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 251,503 | 175,212 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 38,676 | 23,610 |
Rental Equpment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 107,389 | $ 0 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and depletion expense on property and equipment | $ 188 | $ 121 | $ 436 | $ 356 |
Oil and natural gas properties | ||||
Property Plant And Equipment [Line Items] | ||||
Impairment charge of drilling equipment | $ 0.4 | $ 2.5 | $ 6.2 | $ 3.7 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets -Schedule of Goodwill by Operating Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Line Items] | |
Balance at beginning of period | $ 0 |
Goodwill aquired | 1,372,997 |
Balance at end of period | 1,372,997 |
Completion Services | |
Goodwill [Line Items] | |
Balance at beginning of period | 0 |
Goodwill aquired | 921,656 |
Balance at end of period | 921,656 |
Drilling Produtcs | |
Goodwill [Line Items] | |
Balance at beginning of period | 0 |
Goodwill aquired | 451,341 |
Balance at end of period | $ 451,341 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Amortization expense on intangible assets | $ 10.1 | $ 0.3 | $ 10.9 | $ 1 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,090,990 | $ 11,022 |
Accumulated Amortization | (16,032) | (5,177) |
Net Carrying Amount | 1,074,958 | 5,845 |
Customer Relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 785,866 | 1,800 |
Accumulated Amortization | (7,915) | (1,071) |
Net Carrying Amount | 777,951 | 729 |
Developed Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 202,772 | 7,772 |
Accumulated Amortization | (6,404) | (3,773) |
Net Carrying Amount | 196,368 | 3,999 |
Trade Name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 101,000 | 0 |
Accumulated Amortization | (1,083) | 0 |
Net Carrying Amount | 99,917 | 0 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,352 | 1,450 |
Accumulated Amortization | (630) | (333) |
Net Carrying Amount | $ 722 | $ 1,117 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Goodwill | $ 1,372,997 | $ 1,372,997 | $ 0 | ||
Amortization expense on intangible assets | $ 10,100 | $ 300 | $ 10,900 | $ 1,000 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,090,990 | $ 11,022 |
Accumulated Amortization | (16,032) | (5,177) |
Net Carrying Amount | 1,074,958 | 5,845 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 785,866 | 1,800 |
Accumulated Amortization | (7,915) | (1,071) |
Net Carrying Amount | 777,951 | 729 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 202,772 | 7,772 |
Accumulated Amortization | (6,404) | (3,773) |
Net Carrying Amount | 196,368 | 3,999 |
Trade Name | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 101,000 | 0 |
Accumulated Amortization | (1,083) | 0 |
Net Carrying Amount | 99,917 | 0 |
Other | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,352 | 1,450 |
Accumulated Amortization | (630) | (333) |
Net Carrying Amount | $ 722 | $ 1,117 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, wages, payroll taxes and benefits | $ 134,742 | $ 73,308 |
Workers' compensation liability | 73,830 | 67,853 |
Property, sales, use and other taxes | 67,503 | 10,119 |
Insurance, other than workers' compensation | 11,692 | 3,644 |
Accrued interest payable | 12,384 | 10,522 |
Deferred revenue | 16,571 | 110,215 |
Federal and state income taxes payable | 1,329 | 4,644 |
Accrued merger and integration expenses | 30,003 | 0 |
Other | 41,880 | 28,482 |
Accrued liabilities | $ 389,934 | $ 308,787 |
Summary of Long Term Debt (Deta
Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,249,059 | $ 836,405 |
Less deferred financing costs and discounts | (8,801) | (5,468) |
Less current portion | (12,049) | |
Total | 1,228,209 | 830,937 |
3.95% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 482,505 | 488,505 |
5.15% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 344,895 | 347,900 |
7.15% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 400,000 | $ 0 |
Equipment Loans Due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 21,659 |
Summary of Long Term Debt (Pare
Summary of Long Term Debt (Parenthetical ) (Detail) | Sep. 30, 2023 |
3.95% Senior Notes | |
Debt Instrument [Line Items] | |
Debt interest rate | 3.95% |
5.15% Senior Notes | |
Debt Instrument [Line Items] | |
Debt interest rate | 5.15% |
7.15% Senior Notes | |
Debt Instrument [Line Items] | |
Debt interest rate | 7.15% |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facilities - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 29, 2023 | Mar. 27, 2018 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 50,000 | ||
Line of credit, borrowings outstanding percentage | 1.50% | ||
Outstanding under our revolving credit facility | $ 92,700 | ||
Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.75% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit, borrowings outstanding | $ 0 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 501,700 | ||
Amount outstanding for debt instrument | 0 | ||
Line of credit, available borrowing capacity | $ 597,500 | ||
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit agreement date | Mar. 27, 2018 | ||
Debt instrument, basis spread on variable rate | 0.10% | ||
Credit agreement, financial covenant description | 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. | ||
Outstanding under our revolving credit facility | 2,500 | $ 2,500 | |
Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee rate payable to lenders based on credit rating | 0.10% | ||
Debt service coverage ratio | 1% | ||
Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee rate payable to lenders based on credit rating | 0.30% | ||
Debt to capitalization ratio, percentage the Company must not exceed at any time | 50% | ||
Debt service coverage ratio | 1.50% | ||
Credit Agreement | SOFR Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Credit Agreement | SOFR Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Credit Agreement | SOFR Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2% | ||
Credit Agreement | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0% | ||
Credit Agreement | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0% | ||
Credit Agreement | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 600,000 | ||
Credit Agreement | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 600,000 | ||
Credit Agreement | Revolving Credit Facility | Subject To Customary Conditions | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 900,000 | ||
Credit facility, additional borrowing capacity | 300,000 | ||
Credit Agreement | Revolving Credit Facility | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 100,000 | ||
Credit Agreement | Ulterra Merger [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, borrowings outstanding | $ 2,500 | ||
Equipment Loans [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity date | Jun. 01, 2025 | ||
Debt interest rate | 5.25% | ||
Reimbursement Agreement | |||
Debt Instrument [Line Items] | |||
Outstanding under our revolving credit facility | $ 87,700 | ||
Reimbursement Agreement | LIBOR Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.25% | ||
Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 85,000 | ||
Line of credit, maturity date | Mar. 27, 2026 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit, maturity date | Mar. 27, 2025 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit, maturity date | Mar. 27, 2026 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility One | |||
Debt Instrument [Line Items] | |||
Line of credit, maturity date | Mar. 27, 2025 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility One | Minimum | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 48,300 | ||
Amended and Restated Credit Agreement | Revolving Credit Facility Two | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 50,000 | ||
Line of credit, maturity date | Mar. 27, 2024 |
Long-Term Debt - Senior Notes -
Long-Term Debt - Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 13, 2023 | Nov. 15, 2019 | Jan. 19, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Proceeds from borrowings, before offering expenses | $ 420,000 | $ 90,000 | |||
Gain on early debt extinguishment | $ 1,112 | $ 0 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, aggregate principal amount | $ 350,000 | ||||
3.95% Senior Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, aggregate principal amount | $ 525,000 | ||||
Debt payment term | We pay interest on the 2028 Notes on February 1 and August 1 of each year | ||||
Debt maturity date | Nov. 15, 2029 | Feb. 01, 2028 | |||
Debt interest rate | 3.95% | ||||
Debt instrument redemption description | 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. | ||||
Debt instrument, redemption percentage | 100% | ||||
Debt instrument redemption upon the occurrence of change of control, description | 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. | ||||
Redemption price percentage of principal amount of debt instrument on change of control | 101% | ||||
5.15% Senior Notes Due 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt payment term | We pay interest on the 2029 Notes on May 15 and November 15 of each year | ||||
Debt interest rate | 5.15% | 5.15% | |||
Debt instrument redemption description | 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. | ||||
Debt instrument, redemption percentage | 100% | ||||
Debt instrument redemption upon the occurrence of change of control, description | 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. | ||||
7.15% Senior Notes due 2033 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, aggregate principal amount | $ 400,000 | ||||
Debt payment term | We pay interest on the 2033 Notes on April 1 and October 1 of each year | ||||
Debt maturity date | Oct. 01, 2033 | ||||
Debt interest rate | 7.15% | ||||
Debt instrument redemption description | 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. | ||||
Debt instrument, redemption percentage | 100% | ||||
Debt instrument redemption upon the occurrence of change of control, description | 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. | ||||
Redemption price percentage of principal amount of debt instrument on change of control | 101% | ||||
2033 Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, aggregate principal amount | $ 396,000 | ||||
Equipment Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt maturity date | Jun. 01, 2025 | ||||
Debt interest rate | 5.25% |
Long-Term Debt -Schedule of Pri
Long-Term Debt -Schedule of Principal Repayment Requirements of Long-Term Debt (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 2,973 |
2024 | 12,290 |
2025 | 6,396 |
2026 | 0 |
2027 | 0 |
2028 | 482,505 |
Thereafter | 744,895 |
Total | $ 1,249,059 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |
Letters of credit, collateral for retrospective premiums and retained losses | $ 92.7 |
Commitments to purchase major equipment | 197 |
Current obligation | 34.5 |
Purchase obligations for remainder of 2023 | 14.2 |
Purchase obligations for 2024 | 16.3 |
Purchase obligations for 2025 | 4 |
Letter of Credit | |
Commitments and Contingencies Disclosure [Line Items] | |
Amount drawn under letters of credit | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 07, 2023 | Sep. 30, 2023 | Apr. 30, 2023 |
2013 program | |||
Class Of Stock [Line Items] | |||
Amount approved for repurchases under stock buyback program | $ 300 | ||
Remaining amount approved for repurchases under stock buyback program | $ 281 | ||
Subsequent Event | Dividend Declared | |||
Class Of Stock [Line Items] | |||
Dividend declaration date | Nov. 07, 2023 | ||
Dividend per share, declared | $ 0.08 |
Stockholders' Equity - Treasury
Stockholders' Equity - Treasury Stock Acquisition (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | |
Schedule of Treasury Stock [Line Items] | ||||||
Treasury shares, shares at beginning of period | 88,758,722 | 88,758,722 | ||||
Treasury shares, cost at beginning of period | $ 1,453,079 | $ 1,453,079 | ||||
Purchases pursuant to stock buyback program, cost | $ 23,371 | $ 27,320 | $ 74,307 | $ 23,252 | $ 13 | |
Treasury shares, shares at end of period | 98,541,611 | 98,541,611 | ||||
Treasury shares, cost at end of period | $ 1,578,077 | $ 1,578,077 | ||||
2013 program | ||||||
Schedule of Treasury Stock [Line Items] | ||||||
Purchases pursuant to stock buyback program, shares | 7,426,044 | |||||
Purchases pursuant to stock buyback program, cost | $ 93,276 | |||||
Long-term Incentive Plans | ||||||
Schedule of Treasury Stock [Line Items] | ||||||
Purchases pursuant to stock buyback program, shares | 2,356,845 | |||||
Purchases pursuant to stock buyback program, cost | $ 31,722 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 08, 2023 | May 31, 2023 | Apr. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 01, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock option granted | 0 | ||||||
Stock-based compensation | $ 33,338 | $ 15,460 | |||||
2019 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares issued | 979,600 | ||||||
2020 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares issued | 1,001,000 | ||||||
Performance Units Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance period | 3 years | ||||||
Unrecognized compensation cost | $ 13,500 | $ 13,500 | |||||
Weighted-average remaining vesting period | 1 year 4 months 20 days | ||||||
Performance Units Awards | Condition One [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award description | The performance goals for the Performance Units are tied to our total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. For the performance units granted in April 2022 and April 2021, the peer group includes one market index and three market indices, respectively. The performance goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective Performance Units. The recipients will receive the target number of shares if our total shareholder return during the performance period, when compared to the peer group, is at the 55th percentile. If our total shareholder return during the performance period, when compared to the peer group, is at the 75th percentile or higher, then the recipients will receive two times the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is at the 25th percentile, then the recipients will only receive one-half of the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is between the 25th and 55th percentile, or the 55th and 75th percentile, then the shares to be received by the recipients will be determined using linear interpolation for levels of achievement between these points. | ||||||
Phantom Share Units (PSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of units awardable based on performance conditions | 597,000 | ||||||
Grant date fair value | $ 7,400 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | 58,100 | $ 58,100 | |||||
Weighted-average remaining vesting period | 1 year 6 months 29 days | ||||||
Other Liabilities | 8,400 | $ 8,400 | |||||
Stock based compensation cost | $ 3,400 | $ 3,400 | |||||
Two Thousand Twenty One Long Term Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Increase in number of shares available for issuance | 5,445,000 | ||||||
Shares authorized for grant | 28,900,000 | 28,900,000 | 10,000,000 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Detail) | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | ||
Shares | ||
Outstanding Shares at beginning of period | 2,905,150 | |
Granted | 0 | |
Assumed | 652,573 | [1] |
Exercised | 0 | |
Expired | (662,500) | |
Outstanding Shares at end of period | 2,895,223 | |
Exercisable at end of year | 2,895,223 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period | $ / shares | $ 22.19 | |
Granted | $ / shares | $ 0 | |
Assumed | 27.97 | [1] |
Exercised | $ / shares | $ 0 | |
Expired | $ / shares | 22.7 | |
Outstanding at end of period | $ / shares | 23.38 | |
Exercisable at end of year | $ / shares | $ 23.38 | |
[1] Awards assumed in connection with the NexTier merger. |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Unit Activity (Detail) | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | ||
Time Based Restricted Stock Units | ||
Shares | ||
Outstanding at beginning of period | 3,090,846 | |
Granted | 1,675,657 | |
Assumed | 7,438,031 | [1] |
Vested | (5,396,107) | |
Forfeited | (84,739) | |
Outstanding at end of period | 6,723,688 | |
Performance Based Restricted Stock Units | ||
Shares | ||
Outstanding at beginning of period | 359,315 | |
Granted | 0 | |
Assumed | 0 | [1] |
Vested | 0 | |
Forfeited | 0 | |
Outstanding at end of period | 359,315 | |
Restricted Stock Units (RSUs) | ||
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period | $ / shares | $ 12.71 | |
Granted | $ / shares | 11.32 | |
Assumed | $ / shares | 5.62 | [1] |
Vested | $ / shares | 6.48 | |
Forfeited | $ / shares | 13.82 | |
Outstanding at end of period | $ / shares | $ 9.47 | |
[1] Awards assumed in connection with the NexTier merger. |
Stock-based Compensation - Perf
Stock-based Compensation - Performance Units (Detail) | 9 Months Ended |
Sep. 30, 2023 shares | |
2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 631,700 |
2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 414,000 |
2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 843,000 |
2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 500,500 |
2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 489,800 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Performance Units (Detail) - Performance Units Awards $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | $ 8,440 |
2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | 10,743 |
2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | 7,225 |
2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | 826 |
2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | $ 9,958 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense Associated with Performance Units (Detail) - Performance Units Awards - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
2023 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 903 | $ 1,372 | ||
2022 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | 990 | $ 895 | 2,781 | $ 1,791 |
2021 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 617 | 602 | 1,821 | 1,806 |
2020 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 69 | $ 69 | 206 | |
2019 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 830 |
Leases (Additional Information)
Leases (Additional Information) (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Statement [Table] | |
Operating lease acquired | $ 51,521 |
Finance lease acquired | 55,760 |
Ulterra [Member] | |
Statement [Table] | |
Operating lease acquired | 7,500 |
Finance lease acquired | 5,200 |
NexTier [Member] | |
Statement [Table] | |
Operating lease acquired | 19,100 |
Finance lease acquired | $ 50,700 |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Leases [Abstract] | |||||
Operating Lease, Cost | $ 2,419 | $ 1,410 | $ 5,302 | $ 4,288 | |
Finance lease cost: | |||||
Amortization of right-of-use assets | 1,613 | 0 | 1,613 | 0 | |
Interest on lease liabilities | 341 | 0 | 341 | 0 | |
Total finance lease cost | 1,954 | 0 | 1,954 | 0 | |
Short-term lease expense | [1] | 1,734 | 0 | 1,734 | 0 |
Total lease expense | [2] | $ 6,107 | $ 1,410 | $ 8,990 | $ 4,288 |
[1] Short-term lease expense represents expense related to leases with a contract term of one year or less Total lease expense is recorded in operating costs for the respective segments and within “selling, general and administrative” in our unaudited condensed consolidated statements of operations . |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cashflow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 4,902 | $ 5,485 |
Operating cash flows from finance leases | 326 | 0 |
Financing cash flows from finance leases | 2,986 | 0 |
Right of use assets obtained in exchange for lease obligations: | ||
Operating leases | 31,654 | 6,470 |
Finance leases | $ 58,774 | $ 0 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Weighted Average Remaining Lease Term: | ||
Operating leases | 5 years 2 months 12 days | 6 years 1 month 6 days |
Finance leases | 9 months 18 days | |
Weighted Average Discount Rate: | ||
Operating leases | 6.10% | 4.10% |
Finance leases | 7.30% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Operating Lease | |
2023 (excluding the nine months ended September 30, 2023) | $ 3,432 |
2024 | 15,173 |
2025 | 12,112 |
2026 | 8,585 |
2027 | 6,652 |
2028 | 4,911 |
Thereafter | 9,322 |
Total lease payments | 60,187 |
Less imputed interest | (8,666) |
Total | 51,521 |
Finance Lease | |
2023 (excluding the nine months ended September 30, 2023) | 14,969 |
2024 | 36,564 |
2025 | 3,249 |
2026 | 3,365 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 58,147 |
Less imputed interest | (2,387) |
Total | $ 55,760 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 93.70% | 3.50% | 13.90% | 8.30% |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Basic and Diluted Net Income (loss) per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
BASIC EPS: | ||||
Net income attributable to common stockholders | $ 50 | $ 61,452 | $ 184,342 | $ 54,561 |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock | 280,218 | 216,822 | 233,631 | 216,090 |
Basic net income per common share | $ 0 | $ 0.28 | $ 0.79 | $ 0.25 |
DILUTED EPS: | ||||
Net income attributable to common stockholders | $ 50 | $ 61,452 | $ 184,342 | $ 54,561 |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock | 281,984 | 220,454 | 234,488 | 219,381 |
Diluted net income per common share | $ 0 | $ 0.28 | $ 0.79 | $ 0.25 |
Potentially dilutive securities excluded as anti-dilutive | 3,268 | 3,359 | 10,351 | 3,359 |
Business Segments - Revenues (D
Business Segments - Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | $ 1,011,452 | $ 727,503 | $ 2,562,139 | $ 1,859,116 | |
Drilling Services | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 488,775 | 418,025 | 1,456,161 | 1,083,329 | |
Completion Services | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 459,574 | 287,664 | 1,003,083 | 715,630 | |
Drilling Produtcs | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 46,570 | 0 | 46,570 | 0 | |
Operating Segments | Drilling Services | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 503,767 | 428,242 | 1,496,520 | 1,109,234 | |
Operating Segments | Completion Services | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 459,574 | 287,664 | 1,003,083 | 715,630 | |
Operating Segments | Drilling Produtcs | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 46,570 | 0 | 46,570 | 0 | |
Other Operations | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 17,501 | 22,079 | 59,393 | 60,836 |
Intersegment Elimination | Drilling Services | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [2] | (14,992) | (10,217) | (40,359) | (25,905) |
Intersegment Elimination | Other Operations | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [2] | $ (968) | $ (265) | $ (3,068) | $ (679) |
[1] Other includes our oilfield rentals business and oil and natural gas working interests. I ntercompany revenues consist of revenues from drilling services provided to our other operations, and revenues from other operations for services provided to drilling services, completion services and within other operations . These revenues are generally based on estimated external selling prices and are eliminated during consolidation. |
Business Segments - Income (Los
Business Segments - Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Operating income (loss) | $ 9,704 | $ 76,345 | $ 240,249 | $ 94,226 |
Interest income | 2,131 | 58 | 4,583 | 87 |
Interest expense, net of amount capitalized | (15,625) | (10,975) | (34,189) | (32,198) |
Other | (618) | (1,774) | 3,191 | (2,644) |
Income before income taxes | (4,408) | 63,654 | 213,834 | 59,471 |
Operating Segments | Drilling Services | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Operating income (loss) | 114,737 | 46,530 | 329,322 | 68,629 |
Operating Segments | Completion Services | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Operating income (loss) | 162 | 48,949 | 69,898 | 75,461 |
Operating Segments | Drilling Produtcs | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Operating income (loss) | (6,240) | 0 | (6,240) | 0 |
Operating Segments | Corporate Segment | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Operating income (loss) | (99,390) | (23,117) | (154,542) | (60,161) |
Other Operations | ||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | ||||
Operating income (loss) | $ 435 | $ 3,983 | $ 1,811 | $ 10,297 |
Business Segments - Depreciatio
Business Segments - Depreciation, Depletion, Amortization and Impairment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | $ 197,635 | $ 122,150 | $ 452,629 | $ 360,641 |
Other Operations | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 5,319 | 7,920 | 21,946 | 20,495 |
Operating Segments | Drilling Services | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 90,668 | 88,199 | 272,361 | 262,955 |
Operating Segments | Completion Services | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 83,338 | 24,746 | 135,339 | 73,244 |
Operating Segments | Drilling Produtcs | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 17,075 | 0 | 17,075 | 0 |
Operating Segments | Corporate Segment | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | $ 1,235 | $ 1,285 | $ 5,908 | $ 3,947 |
Business Segments - Capital Exp
Business Segments - Capital Expenditures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 160,422 | $ 126,355 | $ 410,417 | $ 317,553 |
Operating Segments | Drilling Services | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 89,242 | 72,683 | 261,155 | 181,754 |
Operating Segments | Completion Services | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 56,464 | 46,653 | 107,529 | 114,669 |
Operating Segments | Drilling Produtcs | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 7,940 | 0 | 7,940 | 0 |
Operating Segments | Other Operations | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 5,972 | 6,457 | 18,387 | 19,654 |
Operating Segments | Corporate Segment | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 804 | $ 562 | $ 15,406 | $ 1,476 |
Business Segments - Identifiabl
Business Segments - Identifiable Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 7,420,574 | $ 3,143,823 | |
Operating Segments | Drilling Services | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 2,345,942 | 2,348,177 | |
Operating Segments | Completion Services | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 3,940,742 | 541,975 | |
Operating Segments | Drilling Produtcs | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 1,038,772 | 0 | |
Operating Segments | Corporate Segment | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | [1] | 37,336 | 189,653 |
Other Operations | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 57,782 | $ 64,018 | |
[1] Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Inst_3
Fair Values of Financial Instruments - Estimated Fair Value of Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 1,249,059 | $ 836,405 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 1,184,117 | 744,720 |
3.95% Senior Notes Due 2028 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 482,505 | 488,505 |
3.95% Senior Notes Due 2028 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 433,313 | 431,556 |
5.15% Senior Notes Due 2029 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 344,895 | 347,900 |
5.15% Senior Notes Due 2029 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 314,329 | 313,164 |
7.15% Senior Notes Due 2033 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 400,000 | 0 |
7.15% Senior Notes Due 2033 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 414,880 | 0 |
Equipment Loans Due 2025 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 21,659 | 0 |
Equipment Loans Due 2025 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 21,595 | $ 0 |
Fair Values of Financial Inst_4
Fair Values of Financial Instruments - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
6.69% Market Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 6.69% | |
6.70% Market Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 6.70% | |
7.01% Market Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 7.01% | |
6.94% Market Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 6.94% | |
7.08% Market Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 7.08% | |
6.21% Market Rate | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 6.21% | |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt interest rate | 5.25% |