Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PTEN | |
Entity Registrant Name | PATTERSON UTI ENERGY INC | |
Entity Central Index Key | 889,900 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 222,444,317 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 37,839 | $ 35,152 |
Accounts receivable, net of allowance for doubtful accounts of $3,116 and $3,191 at September 30, 2017 and December 31, 2016, respectively | 544,509 | 148,091 |
Federal and state income taxes receivable | 630 | 2,126 |
Inventory | 40,672 | 20,191 |
Other | 54,647 | 41,322 |
Total current assets | 678,297 | 246,882 |
Property and equipment, net | 4,198,285 | 3,408,963 |
Goodwill and intangible assets | 533,682 | 88,966 |
Deposits on equipment purchases | 15,027 | 16,050 |
Deferred tax assets, net | 2,562 | 4,124 |
Other | 45,122 | 7,306 |
Total assets | 5,472,975 | 3,772,291 |
Current liabilities: | ||
Accounts payable | 303,522 | 125,667 |
Accrued expenses | 245,826 | 139,148 |
Total current liabilities | 549,348 | 264,815 |
Borrowings under revolving credit facility | 144,000 | |
Long-term debt, net of debt issuance cost of $1,303 and $1,563 at September 30, 2017 and December 31, 2016, respectively | 598,697 | 598,437 |
Deferred tax liabilities, net | 576,312 | 650,661 |
Other | 11,416 | 9,654 |
Total liabilities | 1,879,773 | 1,523,567 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity: | ||
Preferred stock, par value $.01; authorized 1,000,000 shares, no shares issued | ||
Common stock, par value $.01; authorized 300,000,000 shares with 257,428,497 and 191,525,872 issued and 213,652,526 and 148,133,255 outstanding at September 30, 2017 and December 31, 2016, respectively | 2,574 | 1,915 |
Additional paid-in capital | 2,588,327 | 1,042,696 |
Retained earnings | 1,914,966 | 2,116,341 |
Accumulated other comprehensive income (loss) | 5,461 | (1,134) |
Treasury stock, at cost, 43,775,971 and 43,392,617 shares at September 30, 2017 and December 31, 2016, respectively | (918,126) | (911,094) |
Total stockholders' equity | 3,593,202 | 2,248,724 |
Total liabilities and stockholders' equity | $ 5,472,975 | $ 3,772,291 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 3,116 | $ 3,191 |
Long-term debt, debt issuance cost | $ 1,303 | $ 1,563 |
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 | 300,000,000 | 300,000,000 |
Common stock, issued | 257,428,497 | 191,525,872 |
Common stock, outstanding | 213,652,526 | 148,133,255 |
Treasury stock, shares | 43,775,971 | 43,392,617 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Operating revenues: | |||||
Other | $ 20,934 | $ 4,284 | $ 45,238 | $ 12,973 | |
Total operating revenues | 684,989 | 206,133 | 1,569,350 | 668,979 | |
Operating costs and expenses: | |||||
Contract drilling | 186,957 | 74,517 | 475,836 | 219,218 | |
Pressure pumping | 290,315 | 77,221 | 643,228 | 234,580 | |
Other | 15,882 | 1,846 | 31,812 | 5,586 | |
Depreciation, depletion, amortization and impairment | 196,642 | 163,464 | 572,187 | 511,209 | |
Selling, general and administrative | 27,551 | 16,612 | 69,881 | 51,671 | |
Merger and integration expenses | 9,449 | 65,798 | |||
Other operating income, net | [1] | (3,791) | (4,118) | (18,501) | (10,285) |
Total operating costs and expenses | 723,005 | 329,542 | 1,840,241 | 1,011,979 | |
Operating loss | (38,016) | (123,409) | (270,891) | (343,000) | |
Other income (expense): | |||||
Interest income | 101 | 63 | 1,149 | 273 | |
Interest expense, net of amount capitalized | (9,584) | (10,244) | (26,929) | (31,722) | |
Other | 78 | 19 | 226 | 52 | |
Total other expense | (9,405) | (10,162) | (25,554) | (31,397) | |
Loss before income taxes | (47,421) | (133,571) | (296,445) | (374,397) | |
Income tax benefit | (13,652) | (49,428) | (106,953) | (133,885) | |
Net loss | $ (33,769) | $ (84,143) | $ (189,492) | $ (240,512) | |
Net loss per common share: | |||||
Basic | $ (0.16) | $ (0.58) | $ (0.99) | $ (1.65) | |
Diluted | $ (0.16) | $ (0.58) | $ (0.99) | $ (1.65) | |
Weighted average number of common shares outstanding: | |||||
Basic | 211,875 | 146,326 | 191,237 | 146,014 | |
Diluted | 211,875 | 146,326 | 191,237 | 146,014 | |
Cash dividends per common share | $ 0.02 | $ 0.02 | $ 0.06 | $ 0.14 | |
Contract Drilling | |||||
Operating revenues: | |||||
Oil and gas services | $ 301,614 | $ 123,684 | $ 730,453 | $ 407,578 | |
Pressure Pumping | |||||
Operating revenues: | |||||
Oil and gas services | $ 362,441 | $ 78,165 | $ 793,659 | $ 248,428 | |
[1] | Other operating income includes net gains associated with the disposal of assets related to corporate strategy decisions of the executive management group. Accordingly, the related gains have been excluded from the operating results of specific segments. This caption also includes expenses related to certain legal settlements net of insurance reimbursements. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (33,769) | $ (84,143) | $ (189,492) | $ (240,512) |
Other comprehensive income (loss), net of taxes of $0 for all periods: | ||||
Foreign currency translation adjustment | 3,607 | (2,379) | 6,595 | 4,768 |
Total comprehensive loss | $ (30,162) | $ (86,522) | $ (182,897) | $ (235,744) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Other comprehensive income (loss), taxes | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning Balance at Dec. 31, 2016 | $ 2,248,724 | $ 1,915 | $ 1,042,696 | $ 2,116,341 | $ (1,134) | $ (911,094) |
Beginning Balance (in shares) at Dec. 31, 2016 | 191,525,872 | 191,526,000 | ||||
Net loss | $ (189,492) | (189,492) | ||||
Foreign currency translation adjustment | 6,595 | 6,595 | ||||
Equity offering | 471,570 | $ 182 | 471,388 | |||
Equity offering (in shares) | 18,170,000 | |||||
Shares issued for acquisition | 1,039,396 | $ 463 | 1,038,933 | |||
Shares issued for acquisition (in shares) | 46,298,000 | |||||
Exercise of stock options | $ 223 | 223 | ||||
Exercise of stock options (in shares) | 10,000 | 10,000 | ||||
Issuance of restricted stock | $ 9 | (9) | ||||
Issuance of restricted stock (in shares) | 891,000 | |||||
Vesting of restricted stock units | $ 5 | (5) | ||||
Vesting of restricted stock units (in shares) | 549,000 | |||||
Forfeitures of restricted stock (in shares) | (16,000) | |||||
Stock-based compensation | $ 35,101 | 35,101 | ||||
Payment of cash dividends | (11,866) | (11,866) | ||||
Dividend equivalents | (17) | (17) | ||||
Purchase of treasury stock | (7,032) | (7,032) | ||||
Ending Balance at Sep. 30, 2017 | $ 3,593,202 | $ 2,574 | $ 2,588,327 | $ 1,914,966 | $ 5,461 | $ (918,126) |
Ending Balance (in shares) at Sep. 30, 2017 | 257,428,497 | 257,428,000 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (189,492) | $ (240,512) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and impairment | 572,187 | 511,209 |
Dry holes and abandonments | 443 | |
Deferred income tax benefit | (104,190) | (109,045) |
Stock-based compensation expense | 35,101 | 21,130 |
Net gain on asset disposals | (19,079) | (9,808) |
Tax expense on stock-based compensation | (4,895) | |
Amortization of debt issuance costs | 260 | 2,184 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (246,407) | 74,742 |
Income taxes receivable | 1,499 | 28,524 |
Inventory and other assets | (26,398) | 7,876 |
Accounts payable | 91,499 | (19,652) |
Accrued expenses | 15,917 | (7,616) |
Other liabilities | (75) | (1,431) |
Net cash provided by operating activities | 131,265 | 252,706 |
Cash flows from investing activities: | ||
Acquisition, net of cash acquired | (434,194) | 155 |
Purchases of property and equipment | (329,851) | (80,511) |
Proceeds from disposal of assets | 39,672 | 18,384 |
Other investments | (2,520) | |
Net cash used in investing activities | (726,893) | (61,972) |
Cash flows from financing activities: | ||
Proceeds from equity offering | 471,570 | |
Purchases of treasury stock | (6,809) | (3,611) |
Dividends paid | (11,866) | (20,618) |
Debt issuance costs | (3,357) | |
Repayment of long-term debt | (255,000) | |
Proceeds from borrowings under revolving credit facility | 282,000 | 95,000 |
Repayment of borrowings under revolving credit facility | (138,000) | (80,000) |
Net cash provided by (used in) financing activities | 596,895 | (267,586) |
Effect of foreign exchange rate changes on cash | 1,420 | 478 |
Net increase (decrease) in cash and cash equivalents | 2,687 | (76,374) |
Cash and cash equivalents at beginning of period | 35,152 | 113,346 |
Cash and cash equivalents at end of period | 37,839 | 36,972 |
Net cash (paid) received during the period for: | ||
Interest, net of capitalized interest of $781 in 2017 and $327 in 2016 | (18,336) | (21,973) |
Income taxes | 3,866 | 44,987 |
Non-cash investing and financing activities: | ||
Net increase in payables for purchases of property and equipment | 48,919 | 16,884 |
Issuance of common stock for business acquisition | 1,039,396 | 6,733 |
Net decrease in deposits on equipment purchases | $ 1,023 | $ 4,667 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Cash Flows [Abstract] | ||
Interest expense, capitalized interest | $ 781 | $ 327 |
Basis of Consolidation and Pres
Basis of Consolidation and Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Consolidation and Presentation | 1. Basis of Consolidation and Presentation The unaudited interim condensed consolidated financial statements include the accounts of Patterson-UTI Energy, Inc. (the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Except for wholly-owned subsidiaries, the Company has no controlling financial interests in any entity which would require consolidation. The unaudited interim condensed consolidated financial statements have been prepared by management of the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations, although the Company believes 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 U.S. GAAP have been included. The unaudited condensed consolidated balance sheet as of December 31, 2016, as presented herein, was derived from the audited consolidated balance sheet of the Company, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year. The U.S. dollar is the functional currency for all of the Company’s operations except for its Canadian operations, which use the Canadian dollar as its functional currency. The effects of exchange rate changes are reflected in accumulated other comprehensive loss, which is a separate component of stockholders’ equity. In 2017, the Company adopted new guidance for the presentation of deferred tax liabilities and assets and such guidance was applied retrospectively, resulting in the reclassification of $36.4 million from current deferred tax assets as of December 31, 2016. Of this amount, $4.1 million was reclassified to long-term deferred tax assets and $32.3 million was reclassified to long-term deferred tax liabilities. During the fourth quarter of 2016, the Company changed its reporting segment presentation, as the Company no longer considers its oil and natural gas exploration and production activities to be significant to an understanding of the Company’s results. The Company now presents the oil and natural gas exploration and production activities, oilfield rental tool business, pipe handling components and related technology business and Middle East/North Africa activities as “Other,” and “Corporate” reflects only corporate activities. This change in segment presentation was applied retrospectively to all periods presented herein (See Note 6). On December 12, 2016, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Seventy Seven Energy Inc. (“SSE”), and the merger closed on April 20, 2017 (the “merger date”). The Company’s results include the results of operations of SSE since the merger date (See Note 2). The Company provides a dual presentation of its net loss per common share in its unaudited condensed consolidated statements of operations: basic net loss per common share (“Basic EPS”) and diluted net loss per common share (“Diluted EPS”). Basic EPS excludes dilution and is computed by first allocating earnings between common stockholders and holders of non-vested shares of restricted stock. Basic EPS is then determined by dividing the earnings attributable to common stockholders by the weighted average number of common shares outstanding during the period, excluding non-vested shares of restricted stock. Diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive effect of potential common shares, including stock options, non-vested shares of restricted stock and restricted stock units. The dilutive effect of stock options and restricted stock units is determined using the treasury stock method. The dilutive effect of non-vested shares of restricted stock is based on the more dilutive of the treasury stock method or the two-class method, assuming a reallocation of undistributed earnings to common stockholders after considering the dilutive effect of potential common shares other than non-vested shares of restricted stock. The following table presents information necessary to calculate net loss per share for the three and nine months ended September 30, 2017 and 2016 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, 2017 2016 2017 2016 BASIC EPS: Net loss attributed to common stockholders $ (33,769 ) $ (84,143 ) $ (189,492 ) $ (240,512 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 211,875 146,326 191,237 146,014 Basic net loss per common share $ (0.16 ) $ (0.58 ) $ (0.99 ) $ (1.65 ) DILUTED EPS: Net loss attributed to common stockholders $ (33,769 ) $ (84,143 ) $ (189,492 ) $ (240,512 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 211,875 146,326 191,237 146,014 Add dilutive effect of potential common shares — — — — Weighted average number of diluted common shares outstanding 211,875 146,326 191,237 146,014 Diluted net loss per common share $ (0.16 ) $ (0.58 ) $ (0.99 ) $ (1.65 ) Potentially dilutive securities excluded as anti-dilutive 9,973 9,141 9,973 9,141 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions Seventy Seven Energy Inc. (“SSE”) On April 20, 2017, pursuant to the merger agreement, a subsidiary of the Company was merged with and into SSE, with SSE continuing as the surviving entity and one of the Company’s wholly owned subsidiaries (the “SSE merger”). Pursuant to the terms of the merger agreement, the Company acquired all of the issued and outstanding shares of common stock of SSE, in exchange for approximately 46.3 million shares of common stock of the Company. Concurrent with the closing of the merger, the Company repaid all of the outstanding debt of SSE totaling $472 million. Based on the closing price of the Company’s common stock on April 20, 2017, the total fair value of the consideration transferred to effect the acquisition of SSE was approximately $1.5 billion. On April 20, 2017, following the SSE merger, SSE was merged with and into a newly-formed subsidiary of the Company named Seventy Seven Energy LLC (“SSE LLC”), with SSE LLC continuing as the surviving entity and one of the Company’s wholly owned subsidiaries. Through the SSE merger, the Company acquired a fleet of 91 drilling rigs, 36 of which the Company considers to be APEX® class rigs. Additionally, through the SSE merger, the Company acquired approximately 500,000 horsepower of modern, efficient fracturing equipment located in Oklahoma and Texas. The oilfield rentals business acquired through the SSE merger has a modern, well-maintained fleet of premium rental tools, and it provides specialized services for land-based oil and natural gas drilling, completion and workover activities. The merger 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, with the remaining unallocated amount recorded as goodwill. The total fair value of the consideration transferred was determined as follows (in thousands, except stock price): Shares of Company common stock issued to SSE shareholders 46,298 Company common stock price on April 20, 2017 $ 22.45 Fair value of common stock issued $ 1,039,396 Plus SSE long-term debt repaid by Company $ 472,000 Total fair value of consideration transferred $ 1,511,396 The final determination of the fair value of assets acquired and liabilities assumed at the merger date will be completed as soon as possible, but no later than one year from the merger date (the “measurement period”). The Company’s preliminary purchase price allocation is subject to revision as additional information about the fair value of assets and liabilities becomes available. Additional information that existed as of the merger date, but at the time was unknown to the Company, may become known to the Company during the remainder of the measurement period. The final determination of fair value may differ materially from these preliminary estimates. The following table represents the preliminary allocation of the total purchase price of SSE to the assets acquired and the liabilities assumed based on the fair value at the merger date, with the excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill (in thousands): Identifiable assets acquired Cash and cash equivalents $ 37,806 Accounts receivable 149,598 Inventory 8,036 Other current assets 19,250 Property and equipment 984,430 Other long-term assets 14,546 Intangible assets 22,500 Total identifiable assets acquired 1,236,166 Liabilities assumed Accounts payable and accrued liabilities 130,100 Deferred income taxes 31,402 Other long-term liabilities 1,734 Total liabilities assumed 163,236 Net identifiable assets acquired 1,072,930 Goodwill 438,466 Total net assets acquired $ 1,511,396 The acquired goodwill is not deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill was SSE’s reputation as an experienced provider of high-quality contract drilling and pressure pumping services in a safe and efficient manner. See Note 7 for a breakdown of goodwill acquired by operating segment. 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) Assets Favorable drilling contracts $ 22,500 1 The results of SSE’s operations since the merger date are included in our consolidated statement of operations. The following pro forma condensed combined financial information was derived from the historical financial statements of the Company and SSE and gives effect to the merger as if it had occurred on January 1, 2016. The below information reflects pro forma adjustments based on available information and certain assumptions the Company believes are reasonable, including (i) adjustments related to the depreciation and amortization of the fair value of acquired intangibles and fixed assets, (ii) removal of the historical interest expense of SSE, (iii) tax benefit of the aforementioned pro forma adjustments, and (iv) adjustments related to the common shares outstanding to reflect the impact of the consideration exchanged in the merger. Additionally, the pro forma loss for the three months ended September 30, 2017 was adjusted to exclude the Company’s merger and integration-related costs of $9.4 million. The pro forma loss for the nine months ended September 30, 2017 was adjusted to exclude the Company’s merger and integration-related costs of $65.8 million and SSE’s merger-related costs of $36.7 million. The pro forma results of operations do not include any cost savings or other synergies that may result from the SSE merger or any estimated costs that have been or will be incurred by the Company to integrate the SSE operations. 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 SSE merger taken place on January 1, 2016; furthermore, the financial information is not intended to be a projection of future results. The following table summarizes selected financial information of the Company on a pro forma basis (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 684,989 $ 326,227 $ 1,811,903 $ 1,082,554 Net loss (27,627 ) (117,185 ) (189,098 ) (346,481 ) Loss per share (0.13 ) (0.56 ) (0.89 ) (1.65 ) Multi-Shot, LLC (“MS Directional”) On October 11, 2017, the Company acquired all of the issued and outstanding limited liability company interests of Multi-Shot, LLC (“MS Directional”). The aggregate consideration paid by the Company to the sellers consisted of $75 million in cash and 8,798,391 shares of the Company’s common stock. The purchase price is subject to customary post-closing adjustments relating to cash, net working capital and indebtedness of MS Directional as of the closing. Based on the closing price of the Company’s common stock on the closing date of the transaction, the total fair value of the consideration transferred to effect the acquisition of MS Directional was approximately $262 million. MS Directional is a leading directional drilling services company in the United States, with operations in most major producing onshore oil and gas basins. MS Directional provides a comprehensive suite of directional drilling services, including directional drilling, downhole performance motors, directional surveying, measurement while drilling, and wireline steering tools. The Company’s consolidated results of operations will include the results of the acquired MS Directional business beginning with the closing date of the acquisition of October 11, 2017. Due to the timing of the closing of the acquisition, the Company has not completed the detailed valuation work necessary to determine the required estimates of the fair value of the acquired assets and liabilities assumed and the related allocation of purchase price. MS Directional had total assets of approximately $104 million as of December 31, 2016, consisting of $21.4 million of accounts receivable, $23.9 million of inventory, $53.8 million of property and equipment and $4.9 million of other assets. The Company’s preliminary allocation of purchase price to the assets acquired will be included in future SEC filings of the Company. As this transaction closed subsequent to the end of the third quarter of 2017, the condensed consolidated financial statements and accompanying notes do not reflect any amounts relating to MS Directional. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 3. Stock-based Compensation The Company uses share-based payments to compensate employees and non-employee directors. The Company recognizes the cost of share-based payments under the fair-value-based method. Share-based awards include equity instruments in the form of stock options, restricted stock or restricted stock units that have included service conditions and, in certain cases, performance conditions. The Company’s share-based awards also include share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. The Company issues shares of common stock when vested stock options are exercised, when restricted stock is granted and when restricted stock units and share-settled performance unit awards vest. The Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan (the “2014 Plan”) was originally approved by the Company’s stockholders effective as of April 17, 2014. On June 29, 2017, the Company’s stockholders approved the amendment and restatement of the 2014 Plan (the “Amended and Restated Plan”) to increase the number of shares available for future issuance under the plan to 10,049,156 shares. The aggregate number of shares of Common Stock authorized for grant under the Amended and Restated Plan is 18.9 million, which includes the 9.1 million shares previously authorized under the 2014 Plan. Stock Options — The Company estimates the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of the Company’s 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 the Company’s 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 in the three or nine months ended September 30, 2017. Weighted-average assumptions used to estimate the grant date fair values for stock options granted for the three and nine month periods ended September 30, 2016 follow: Three Months Ended Nine Months Ended September 30, September 30, 2016 2016 Volatility 34.87 % 35.11 % Expected term (in years) 5.00 5.00 Dividend yield 0.42 % 2.05 % Risk-free interest rate 1.20 % 1.40 % Stock option activity from January 1, 2017 to September 30, 2017 follows: Weighted Average Underlying Exercise Price Shares Per Share Outstanding at January 1, 2017 6,687,150 $ 20.68 Exercised (10,000 ) $ 22.29 Expired (600,000 ) $ 24.17 Outstanding at September 30, 2017 6,077,150 $ 20.34 Exercisable at September 30, 2017 5,421,310 $ 20.50 Restricted Stock — For all restricted stock awards made to date, shares of common stock were issued when the awards were made. Non-vested shares are subject to forfeiture for failure to fulfill service conditions, and, in certain cases, performance conditions. Non-forfeitable dividends are paid on non-vested shares of restricted stock. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock activity from January 1, 2017 to September 30, 2017 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock outstanding at January 1, 2017 1,427,455 $ 22.26 Granted 890,904 $ 21.78 Vested (724,626 ) $ 23.62 Forfeited (16,003 ) $ 22.80 Non-vested restricted stock outstanding at September 30, 2017 1,577,730 $ 21.36 Restricted Stock Units — 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. Non-forfeitable cash dividend equivalents are paid on certain non-vested restricted stock units. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock unit activity from January 1, 2017 to September 30, 2017 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock units outstanding at January 1, 2017 191,655 $ 19.85 Granted 1,090,292 $ 19.75 Assumed (1) 505,551 $ 22.45 Vested (549,451 ) $ 22.24 Forfeited (38,374 ) $ 21.61 Non-vested restricted stock units outstanding at September 30, 2017 1,199,673 $ 19.71 (1) R estricted stock unit awards under the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan, which was adopted, assumed, amended and renamed by the Company in connection with the SSE merger. No additional awards will be made under this plan. Performance Unit Awards. The Company has granted share-settled performance unit awards to certain executive officers (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive a grant of 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 the three-year period commencing on April 1 of the year of grant, except that for the Performance Units granted in 2013 the performance period was extended pursuant to its terms, as described below, and for the Performance Units granted in 2017 the three-year performance period commenced on May 1. The performance goals for the Performance Units are tied to the Company’s total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. These 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. Generally, the recipients will receive a target number of shares if the Company’s total shareholder return during the performance period, when compared to the peer group, is at the 50 th th th th th For the Performance Units awarded prior to 2016, there is no payout unless the Company’s total shareholder return is positive and, when compared to the peer group, is at or above the 25 th th For the Performance Units granted in April 2016, if the Company’s total shareholder return is negative, and, when compared to the peer group is at or above the 25th percentile, then the recipients will receive one-half of the number of shares they would have received had the Company’s total shareholder return been positive. For the Performance Units granted in May 2017, the payout is based on relative performance and does not have an absolute performance requirement. The total target number of shares with respect to the Performance Units for the awards in 2013-2017 is set forth below: 2017 2016 2015 2014 2013 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Target number of shares 186,198 185,000 190,600 154,000 236,500 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): 2017 2016 2015 2014 2013 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Fair value at date of grant $ 5,780 $ 3,854 $ 4,052 $ 5,388 $ 5,564 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): 2017 2016 2015 2014 2013 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Three months ended September 30, 2017 $ 482 $ 321 $ 338 NA NA Three months ended September 30, 2016 NA $ 321 $ 338 $ 449 NA Nine months ended September 30, 2017 $ 803 $ 963 $ 1,013 $ 449 NA Nine months ended September 30, 2016 NA $ 642 $ 1,013 $ 1,347 $ 464 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Finished goods $ 1,332 $ — Work-in-process 3,910 1,803 Raw materials and supplies 35,430 18,388 Inventory $ 40,672 $ 20,191 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Equipment $ 7,882,765 $ 6,809,129 Oil and natural gas properties 209,912 201,568 Buildings 186,452 97,029 Land 26,630 22,270 Total property and equipment 8,305,759 7,129,996 Less accumulated depreciation, depletion and impairment (4,107,474 ) (3,721,033 ) Property and equipment, net $ 4,198,285 $ 3,408,963 On a periodic basis, the Company evaluates its fleet of drilling rigs for marketability based on the condition of inactive rigs, expenditures that would be necessary to bring them to working condition and the expected demand for drilling services by rig type (such as drilling conventional, vertical wells versus drilling longer, horizontal wells using higher specification rigs). The components comprising rigs that will no longer be marketed are evaluated, and those components with continuing utility to the Company’s other marketed rigs are transferred to other rigs or to the Company’s yards to be used as spare equipment. The remaining components of these rigs are retired. In the second quarter of 2017, the Company recorded an impairment charge of $29.0 million for the write-down of drilling equipment with no continuing utility as a result of the upgrade of certain rigs to super-spec capability. In addition, the Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable (a “triggering event”). Based on recent commodity prices, the Company’s results of operations for the three and nine month periods ended September 30, 2017 and management’s expectations of operating results in future periods, the Company concluded that no triggering event occurred during the nine months ended September 30, 2017 with respect to its contract drilling segment, its pressure pumping segment or its other operations, except for oil and natural gas properties, which are discussed in the following paragraph. Management’s expectations of future operating results were based on the assumption that activity levels in both segments and its other operations will remain relatively stable in response to relatively stable oil prices. The Company reviews its proved oil and natural gas properties for impairment whenever a triggering event occurs, such as downward revisions in reserve estimates or decreases in expected future oil and natural gas prices. Proved properties are grouped by field, and undiscounted cash flow estimates are prepared based on the Company’s expectation of future pricing over the lives of the respective fields. These cash flow estimates are reviewed by an independent petroleum engineer. If the net book value of a field exceeds its undiscounted cash flow estimate, impairment expense is measured and recognized as the difference between net book value and fair value. Impairment expense related to proved and unproved oil and natural gas properties totaled $1.3 million in the third quarter of 2017 and $3.5 million for the nine months ended September 30, 2017 and is included in depreciation, depletion, amortization and impairment in the condensed consolidated statements of operations. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | 6. Business Segments At September 30, 2017, the Company’s revenues, loss before income taxes and identifiable assets were primarily attributable to two business segments: (i) contract drilling of oil and natural gas wells and (ii) pressure pumping services. Each of these segments represents a distinct type of business and has a separate management team that reports to the Company’s chief operating decision maker. The results of operations in these segments are regularly reviewed by the chief operating decision maker for purposes of determining resource allocation and assessing performance. The following tables summarize selected financial information relating to the Company’s business segments (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues: Contract drilling $ 301,954 $ 123,863 $ 731,496 $ 407,855 Pressure pumping 362,441 78,165 793,659 248,428 Other operations (a) 22,832 4,284 48,092 12,973 Elimination of intercompany revenues (b) (2,238 ) (179 ) (3,897 ) (277 ) Total revenues $ 684,989 $ 206,133 $ 1,569,350 $ 668,979 Income (loss) before income taxes: Contract drilling $ (20,397 ) $ (67,786 ) $ (155,465 ) $ (173,331 ) Pressure pumping 16,841 (46,569 ) (1,414 ) (136,553 ) Other operations (6,516 ) 228 (13,030 ) (2,263 ) Corporate (31,735 ) (13,400 ) (119,483 ) (41,138 ) Other operating income, net (c) 3,791 4,118 18,501 10,285 Interest income 101 63 1,149 273 Interest expense (9,584 ) (10,244 ) (26,929 ) (31,722 ) Other 78 19 226 52 Loss before income taxes $ (47,421 ) $ (133,571 ) $ (296,445 ) $ (374,397 ) Depreciation, depletion, amortization and impairment Contract drilling $ 133,603 $ 115,652 $ 405,576 $ 357,153 Pressure pumping 51,274 44,587 141,329 141,557 Other operations 9,534 1,856 19,826 8,393 Corporate 2,231 1,369 5,456 4,106 Total depreciation, depletion, amortization and impairment $ 196,642 $ 163,464 $ 572,187 $ 511,209 Capital expenditures Contract drilling $ 106,879 $ 17,551 $ 222,426 $ 46,001 Pressure pumping 27,230 8,330 85,423 27,662 Other operations 8,647 2,401 21,016 5,621 Corporate 305 395 986 1,227 Total capital expenditures $ 143,061 $ 28,677 $ 329,851 $ 80,511 September 30, December 31, 2017 2016 Identifiable assets: Contract drilling $ 3,950,748 $ 3,032,819 Pressure pumping 1,227,384 653,630 Other operations 166,900 48,885 Corporate (d) 127,943 36,957 Total assets $ 5,472,975 $ 3,772,291 (a) Other operations includes the Company’s oilfield rental tools business, pipe handling components and related technology business, the oil and natural gas working interests and the Middle East/North Africa activities. (b) For 2016, intercompany revenues consists of contract drilling intercompany revenues for services provided to other operations. For 2017, intercompany revenues also includes revenues from other operations for services provided to contract drilling, pressure pumping and within other operations. (c) Other operating income includes net gains associated with the disposal of assets related to corporate strategy decisions of the executive management group. Accordingly, the related gains have been excluded from the operating results of specific segments. This caption also includes expenses related to certain legal settlements net of insurance reimbursements. ( d ) Corporate assets primarily include cash on hand and certain property and equipment. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill — Goodwill by operating segment as of September 30, 2017 and changes for the nine months then ended are as follows (in thousands): Contract Pressure Drilling Pumping Total Balance at beginning of period $ 86,234 $ — $ 86,234 Goodwill acquired 300,819 137,647 438,466 Balance at end of period $ 387,053 $ 137,647 $ 524,700 There were no accumulated impairment losses related to goodwill as of September 30, 2017 or December 31, 2016. Goodwill is evaluated at least annually as of December 31, 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. The Company’s reporting units for impairment testing are its operating segments. The Company determines 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, the Company 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 the intangible assets as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 25,500 $ (25,500 ) $ — $ 25,500 $ (22,768 ) $ 2,732 Favorable drilling contracts 22,500 (13,518 ) 8,982 — — — $ 48,000 $ (39,018 ) $ 8,982 $ 25,500 $ (22,768 ) $ 2,732 Amortization expense on intangible assets of approximately $6.6 million and $911,000 was recorded in the three months ended September 30, 2017 and 2016, respectively, and amortization expense on intangible assets of approximately $16.3 million and $2.7 million was recorded in the nine months ended September 30, 2017 and 2016, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Salaries, wages, payroll taxes and benefits $ 56,777 $ 21,138 Workers' compensation liability 82,509 67,775 Property, sales, use and other taxes 29,382 6,766 Insurance, other than workers' compensation 10,881 9,566 Accrued interest payable 14,091 6,740 Accrued merger and integration 20,538 — Other 31,648 27,163 Total $ 245,826 $ 139,148 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | 9. Long Term Debt 2012 Credit Agreement — On September 27, 2012, the Company entered into a Credit Agreement (the “Base Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, letter of credit issuer, swing line lender and lender, and each of the other lenders party thereto. The Base Credit Agreement (as amended, the “Credit Agreement”) is a committed senior unsecured credit facility that includes a revolving credit facility. On July 8, 2016, the Company entered into Amendment No. 2 to Credit Agreement (“Amendment No. 2”), which amended the Base Credit Agreement to, among other things, make borrowing under the revolving credit facility subject to a borrowing base calculated by reference to the Company’s and certain of its subsidiaries’ eligible equipment, inventory, accounts receivable and unencumbered cash as described in Amendment No. 2. The revolving credit facility contains a letter of credit facility that is limited to $50 million and a swing line facility that is limited to $20 million, in each case outstanding at any time. The maturity date under the Base Credit Agreement was September 27, 2017 for the revolving facility; however, Amendment No. 2 extended the maturity date of $357.9 million in revolving credit commitments of certain lenders to March 27, 2019. On January 17, 2017, the Company entered into Amendment No. 3 to Credit Agreement, which amended the Credit Agreement by restating the definition of Consolidated EBITDA to provide for the add-back of transaction expenses related to the SSE merger. On January 24, 2017, the Company entered into an agreement with certain lenders under its revolving credit facility to increase the aggregate commitments under its revolving credit facility to approximately $595.8 million, subject to the satisfaction of certain conditions. The aggregate commitment increase became effective on April 20, 2017 upon the consummation of the SSE merger and the repayment and termination of the SSE credit facility. On April 20, 2017, the Company entered into Amendment No. 4 to Credit Agreement which permitted outstanding letters of credit under the SSE credit facility to be deemed to be incurred under the Company’s credit facility and increased the amount of the accordion feature of the Company’s revolving credit facility to permit aggregate commitments to be increased to an amount not to exceed $700 million (subject to satisfaction of certain conditions and the procurement of additional commitments from new or existing lenders). On April 20, 2017, the Company also entered into an additional commitment increase agreement with certain of its lenders pursuant to which total commitments available under the Company’s revolving credit facility (after giving effect to both commitment increases) increased to $632 million through September 2017 and to $490 million through March 2019. On October 27, 2017, the Company entered into an additional commitment increase agreement with certain of its lenders pursuant to which total commitments available under the Company’s revolving credit facility increased to $500 million through March 2019. Loans under the Credit Agreement bear interest by reference, at the Company’s election, to the LIBOR rate or base rate, provided, that swing line loans bear interest by reference only to the base rate. Until September 27, 2017, the applicable margin on LIBOR rate loans varied from 2.75% to 3.25% and the applicable margin on base rate loans varied from 1.75% to 2.25%, in each case determined based upon the Company’s debt to capitalization ratio. Based on the Company’s debt to capitalization ratio at March 31, 2017, the applicable margin on LIBOR loans was 2.75% and the applicable margin on base rate loans was 1.75% as of July 1, 2017. Beginning September 27, 2017, the applicable margin on LIBOR rate loans varies from 3.25% to 3.75% and the applicable margin on base rate loans varies from 2.25% to 2.75%, in each case determined based on the Company’s excess availability under the revolving credit facility. As of September 30, 2017, the applicable margin on LIBOR rate loans was 3.25% and the applicable margin on base rate loans was 2.25%. A letter of credit fee is payable by the Company equal to the applicable margin for LIBOR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders for the unused portion of the revolving credit facility is 0.50%. Each domestic subsidiary of the Company unconditionally guarantees all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement, other than (a) Ambar Lone Star Fluid Services LLC, (b) domestic subsidiaries that directly or indirectly have no material assets other than equity interests in, or capitalization indebtedness owed by, foreign subsidiaries, and (c) any subsidiary having total assets of less than $1 million. Such guarantees also cover obligations of the Company and any subsidiary of the Company arising under any interest rate swap contract with any person while such person is a lender or an affiliate of a lender under the Credit Agreement. The Credit Agreement requires compliance with two financial covenants. The Company must not permit its debt to capitalization ratio to exceed 40%. The Credit Agreement generally defines the 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 last day of the most recently ended fiscal quarter. The Company also must not permit its interest coverage ratio as of the last day of a fiscal quarter to be less than 3.00 to 1.00. The Credit Agreement generally defines the interest coverage ratio as the ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2017. The Credit Agreement limits the Company’s ability to make investments in foreign subsidiaries or joint ventures such that, if the book value of all such investments since September 27, 2012 is above 20% of the total consolidated book value of the assets of the Company and its subsidiaries on a pro forma basis, the Company will not be able to make such investment. The Credit Agreement also restricts the Company’s ability to pay dividends and make equity repurchases, subject to certain exceptions, including an exception allowing such restricted payments if, before and immediately after giving effect to such restricted payment, the Pro Forma Debt Service Coverage Ratio (as defined in the Credit Agreement) is at least 1.50 to 1.00. In addition, the Credit Agreement requires that, if the consolidated cash balance of the Company and its subsidiaries, subject to certain exclusions, is more than $100 million at the end of the day on which a borrowing is made, the Company can only use the proceeds from such borrowing to fund acquisitions, capital expenditures and the repurchase of indebtedness, and if such proceeds are not used in such manner within three business days, the Company must repay such unused proceeds on the fourth business day following such borrowings. The Credit Agreement also contains customary representations, warranties and affirmative and negative covenants. Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, as well as a cross default event, loan document enforceability event, change of control event and bankruptcy and other insolvency events. If an event of default occurs and is continuing, then a majority of the lenders have the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under any loan document (provided that in limited circumstances with respect to insolvency and bankruptcy of the Company, such acceleration is automatic), and (iii) require the Company to cash collateralize any outstanding letters of credit. As of September 30, 2017, the Company had $144 million outstanding under the revolving credit facility at a weighted average interest rate of 4.83%. The Company had $4.6 million in letters of credit outstanding at September 30, 2017 and, as a result, had available borrowing capacity of $342 million at that date. 2015 Reimbursement Agreement — On March 16, 2015, the Company entered into a Reimbursement Agreement (the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which the Company may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of September 30, 2017, the Company had $54.9 million in letters of credit outstanding under the Reimbursement Agreement. Under the terms of the Reimbursement Agreement, the Company 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 the Company at the time of issuance at such rates and amounts as are in accordance with Scotiabank’s prevailing practice. The Company is obligated to pay to Scotiabank interest on all amounts not paid by the Company 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. The Company has also agreed that if obligations under the Credit Agreement are secured by liens on any of its or any of its subsidiaries’ property, then the Company’s 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, the Company’s payment obligations under the Reimbursement Agreement are jointly and severally guaranteed as to payment and not as to collection by subsidiaries of the Company that from time to time guarantee payment under the Credit Agreement. Senior Notes — On October 5, 2010, the Company completed the issuance and sale of $300 million in aggregate principal amount of its 4.97% Series A Senior Notes due October 5, 2020 (the “Series A Notes”) in a private placement. The Series A Notes bear interest at a rate of 4.97% per annum. The Company pays interest on the Series A Notes on April 5 and October 5 of each year. The Series A Notes will mature on October 5, 2020. On June 14, 2012, the Company completed the issuance and sale of $300 million in aggregate principal amount of its 4.27% Series B Senior Notes due June 14, 2022 (the “Series B Notes”) in a private placement. The Series B Notes bear interest at a rate of 4.27% per annum. The Company pays interest on the Series B Notes on April 5 and October 5 of each year. The Series B Notes will mature on June 14, 2022. The Series A Notes and Series B Notes are senior unsecured obligations of the Company which rank equally in right of payment with all other unsubordinated indebtedness of the Company. The Series A Notes and Series B Notes are guaranteed on a senior unsecured basis by each of the existing domestic subsidiaries of the Company other than subsidiaries that are not required to be guarantors under the Credit Agreement. The Series A Notes and Series B Notes are prepayable at the Company’s option, in whole or in part, provided that in the case of a partial prepayment, prepayment must be in an amount not less than 5% of the aggregate principal amount of the notes then outstanding, at any time and from time to time at 100% of the principal amount prepaid, plus accrued and unpaid interest to the prepayment date, plus a “make-whole” premium as specified in the note purchase agreements. The Company must offer to prepay the notes upon the occurrence of any change of control. In addition, the Company must offer to prepay the notes upon the occurrence of certain asset dispositions if the proceeds therefrom are not timely reinvested in productive assets. If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date. The respective note purchase agreements require compliance with two financial covenants. The Company must not permit its debt to capitalization ratio to exceed 50% at any time. The note purchase agreements generally define the 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 last day of the most recently ended fiscal quarter. The Company also must not permit its interest coverage ratio as of the last day of a fiscal quarter to be less than 2.50 to 1.00. The note purchase agreements generally define the interest coverage ratio as the ratio of EBITDA for the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2017. Events of default under the note purchase agreements include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, a cross default event, a judgment in excess of a threshold event, the guaranty agreement ceasing to be enforceable, the occurrence of certain ERISA events, a change of control event and bankruptcy and other insolvency events. If an event of default under the note purchase agreements occurs and is continuing, then holders of a majority in principal amount of the respective notes have the right to declare all the notes then-outstanding to be immediately due and payable. In addition, if the Company defaults in payments on any note, then until such defaults are cured, the holder thereof may declare all the notes held by it pursuant to the note purchase agreement to be immediately due and payable. Debt issuance costs are deferred and recognized as interest expense over the term of the underlying debt. Interest expense related to the amortization of debt issuance costs was approximately $710,000 and $2.0 million for the three months ended September 30, 2017 and 2016, respectively, and $2.0 million and $3.5 million for the nine months ended September 30, 2017 and 2016, respectively. Amortization of debt issuance costs for the three and nine months ended September 30, 2016 includes $1.4 million of costs related to the early termination of term loan agreements. Presented below is a schedule of the principal repayment requirements of long-term debt as of September 30, 2017 (in thousands): Year ending December 31, 2017 $ — 2018 — 2019 144,000 2020 300,000 2021 — Thereafter 300,000 Total $ 744,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies As of September 30, 2017, the Company maintained letters of credit in the aggregate amount of $59.5 million primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses which 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, 2017, no amounts had been drawn under the letters of credit. As of September 30, 2017, the Company had commitments to purchase major equipment and make investments totaling approximately $191 million for its drilling, pressure pumping and oilfield rental tools businesses. The Company’s pressure pumping business has entered into agreements to purchase minimum quantities of proppants and chemicals from certain vendors. These agreements expire in 2017, 2018, 2021 and 2041. As of September 30, 2017, the remaining obligation under these agreements was approximately $86.9 million, of which approximately $345,000 and $9.5 million relates to purchases required during the remainder of 2017 and 2018, respectively. In the event the required minimum quantities are not purchased during certain periods, the Company could be required to make a liquidated damages payment to the respective vendor for any shortfall. The Company is party to various legal proceedings arising in the normal course of its business. The Company does not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Stock Offering – On January 27, 2017, the Company completed an offering of 18.2 million shares of its common stock and raised net proceeds of $472 million. The Company used the net proceeds of the offering to repay SSE’s outstanding indebtedness of approximately $472 million. Cash Dividends — The Company paid cash dividends during the nine months ended September 30, 2017 and 2016 as follows: 2017: Per Share Total (in thousands) Paid on March 22, 2017 $ 0.02 $ 3,326 Paid on June 22, 2017 0.02 4,269 Paid on September 21, 2017 0.02 4,271 Total cash dividends $ 0.06 $ 11,866 2016: Per Share Total (in thousands) Paid on March 24, 2016 $ 0.10 $ 14,712 Paid on June 23, 2016 0.02 2,953 Paid on September 22, 2016 0.02 2,953 Total cash dividends $ 0.14 $ 20,618 On October 25, 2017, the Company’s Board of Directors approved a cash dividend on its common stock in the amount of $0.02 per share to be paid on December 21, 2017 to holders of record as of December 7, 2017. 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 the Company’s debt agreements and other factors. On September 6, 2013, the Company’s Board of Directors approved a stock buyback program that authorizes purchase of up to $200 million of the Company’s common stock in open market or privately negotiated transactions. As of September 30, 2017, the Company had remaining authorization to purchase approximately $187 million of the Company’s outstanding common stock under the stock buyback program. Shares purchased under a buyback program are accounted for as treasury stock. During the nine months ended September 30, 2017, the Company withheld 369,862 shares with respect to employees’ tax withholding obligations upon vesting of restricted shares and 7,989 shares with respect to the exercise of a stock option. These shares were acquired at fair market value pursuant to the terms of the 2014 Plan. Treasury stock acquisitions during the nine months ended September 30, 2017 were as follows (dollars in thousands): Shares Cost Treasury shares at beginning of period 43,392,617 $ 911,094 Purchases pursuant to stock buyback program 5,503 109 Acquisitions pursuant to long-term incentive plan 377,851 6,923 Treasury shares at end of period 43,775,971 $ 918,126 On April 20, 2017, pursuant to the merger agreement, the Company acquired all of the issued and outstanding shares of common stock of SSE, in exchange for approximately 46.3 million shares of common stock of the Company. On October 11, 2017, the Company acquired all of the issued and outstanding limited liability company interests of MS Directional for $75 million in cash and approximately 8.8 million shares of the Company’s common stock. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s effective income tax rate for the three months ended September 30, 2017 was 28.8%, compared with 37.0% for the three months ended September 30, 2016. For the nine months ended September 30, 2017, the effective income tax rate was 36.1%, compared to 35.8% for the nine months ended September 30, 2016. The effective income tax rate fluctuates from the U.S. statutory tax rate based on, among other factors, changes in pretax income in countries with varying statutory tax rates, impact of state and local taxes, and other differences related to the recognition of income and expense between U.S. GAAP and tax. Compared with the third quarter of 2016, the lower effective tax rate for the third quarter of 2017 was primarily related to the impact of share-based payment transactions and non-deductible transaction costs associated with the SSE merger, as well as true-up adjustments of U.S. taxes for tax return filings during the third quarter of 2017. |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | 13. Fair Values of Financial Instruments The carrying values of cash and cash equivalents, 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 the Company’s outstanding debt balances as of September 30, 2017 and December 31, 2016 is set forth below (in thousands): September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Value Value Value Value 4.97% Series A Senior Notes $ 300,000 $ 305,440 $ 300,000 $ 283,534 4.27% Series B Senior Notes 300,000 296,172 300,000 263,194 Total debt $ 600,000 $ 601,612 $ 600,000 $ 546,728 The fair values of the Series A Notes and Series B Notes at September 30, 2017 and December 31, 2016 are based on discounted cash flows associated with the respective notes using current market rates of interest at those respective dates. For the Series A Notes, the current market rates used in measuring this fair value were 4.32% at September 30, 2017 and 6.65% at December 31, 2016. For the Series B Notes, the current market rates used in measuring this fair value were 4.58% at September 30, 2017 and 7.02% at December 31, 2016. These fair value estimates are based on observable market inputs and are considered Level 2 fair value estimates in the fair value hierarchy of fair value accounting. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 14. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update to provide guidance on the recognition of revenue from customers. Under this guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. This guidance also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty, if any, of revenue and cash flows arising from contracts with customers. The requirements in this update are effective during interim and annual periods beginning after December 15, 2017. The Company has identified and reviewed revenue streams and is in the process of performing a detailed analysis of a subset of contracts representative of the revenue streams. At this time, the Company expects to adopt this new revenue guidance utilizing the modified retrospective method of adoption in the first quarter of 2018. The Company is currently evaluating the impact that the new revenue standard will have on its consolidated financial statements upon adoption. In February 2016, the FASB issued an accounting standards update to provide guidance for the accounting for leasing transactions. The standard requires the lessee to recognize a lease liability along with a right-of-use asset for all leases with a term longer than one year. A lessee is permitted to make an accounting policy election by class of underlying asset to not recognize the lease liability and related right-of-use asset for leases with a term of one year or less. The provisions of this standard also apply to situations where the Company is the lessor and will require the Company to separate lease components from non-lease components within a contract. The requirements in this update are effective during interim and annual periods beginning after December 15, 2018. The Company previously disclosed its intention to adopt this standard at the same time as it adopts the new revenue standard discussed above; however, the Company now expects to adopt this new guidance in the first quarter of 2019. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In November 2015, the FASB issued an accounting standards update to provide guidance for the presentation of deferred tax liabilities and assets. Under this guidance, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all deferred tax liabilities and assets, as well as any related valuation allowance, shall be offset and presented as a single noncurrent amount. This guidance became effective for the Company during the three months ended March 31, 2017. The adoption of this update was applied retrospectively, resulting in the reclassification of $36.4 million from current deferred tax assets as of December 31, 2016. Of this amount, $4.1 million was reclassified to long-term deferred tax assets and $32.3 million was reclassified to long-term deferred tax liabilities. In March 2016, the FASB issued an accounting standards update to provide guidance for the accounting for share-based payment transactions, including the related income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance became effective for the Company during the three months ended March 31, 2017. The Company believes this guidance has caused and will continue to cause volatility in its effective tax rates and diluted earnings per share due to the tax effects related to share-based payments being recorded in the statement of operations. The volatility in future periods will depend on the Company’s stock price and the number of shares that vest in the case of restricted stock, restricted stock units and performance stock units, or the number of shares that are exercised in the case of stock options. In August 2016, the FASB issued an accounting standards update to clarify the presentation of cash receipts and payments in specific situations on the statement of cash flows. The requirements in this update are effective during interim and annual periods in fiscal years beginning after December 15, 2017. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued an accounting standards update to eliminate Step 2 from the goodwill impairment test. An entity will now perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The requirements in this update are effective during interim and annual periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. The Company adopted this update in 2017, which did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued an accounting standards update that provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting provisions. The requirements in this update are effective during interim and annual periods in fiscal years beginning after December 15, 2017. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements. |
Basis of Consolidation and Pr24
Basis of Consolidation and Presentation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Calculation of Basic and Diluted Net Loss per Share | The following table presents information necessary to calculate net loss per share for the three and nine months ended September 30, 2017 and 2016 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, 2017 2016 2017 2016 BASIC EPS: Net loss attributed to common stockholders $ (33,769 ) $ (84,143 ) $ (189,492 ) $ (240,512 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 211,875 146,326 191,237 146,014 Basic net loss per common share $ (0.16 ) $ (0.58 ) $ (0.99 ) $ (1.65 ) DILUTED EPS: Net loss attributed to common stockholders $ (33,769 ) $ (84,143 ) $ (189,492 ) $ (240,512 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 211,875 146,326 191,237 146,014 Add dilutive effect of potential common shares — — — — Weighted average number of diluted common shares outstanding 211,875 146,326 191,237 146,014 Diluted net loss per common share $ (0.16 ) $ (0.58 ) $ (0.99 ) $ (1.65 ) Potentially dilutive securities excluded as anti-dilutive 9,973 9,141 9,973 9,141 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Total Fair Value of Consideration Transferred | The total fair value of the consideration transferred was determined as follows (in thousands, except stock price): Shares of Company common stock issued to SSE shareholders 46,298 Company common stock price on April 20, 2017 $ 22.45 Fair value of common stock issued $ 1,039,396 Plus SSE long-term debt repaid by Company $ 472,000 Total fair value of consideration transferred $ 1,511,396 |
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value | The final determination of the fair value of assets acquired and liabilities assumed at the merger date will be completed as soon as possible, but no later than one year from the merger date (the “measurement period”). The Company’s preliminary purchase price allocation is subject to revision as additional information about the fair value of assets and liabilities becomes available. Additional information that existed as of the merger date, but at the time was unknown to the Company, may become known to the Company during the remainder of the measurement period. The final determination of fair value may differ materially from these preliminary estimates. The following table represents the preliminary allocation of the total purchase price of SSE to the assets acquired and the liabilities assumed based on the fair value at the merger date, with the excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill (in thousands): Identifiable assets acquired Cash and cash equivalents $ 37,806 Accounts receivable 149,598 Inventory 8,036 Other current assets 19,250 Property and equipment 984,430 Other long-term assets 14,546 Intangible assets 22,500 Total identifiable assets acquired 1,236,166 Liabilities assumed Accounts payable and accrued liabilities 130,100 Deferred income taxes 31,402 Other long-term liabilities 1,734 Total liabilities assumed 163,236 Net identifiable assets acquired 1,072,930 Goodwill 438,466 Total net assets acquired $ 1,511,396 |
Portion of Fair Value Consideration Transferred Provisionally 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) Assets Favorable drilling contracts $ 22,500 1 |
Summary of Selected Financial Information of the Company on a Pro Forma Basis | The following table summarizes selected financial information of the Company on a pro forma basis (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 684,989 $ 326,227 $ 1,811,903 $ 1,082,554 Net loss (27,627 ) (117,185 ) (189,098 ) (346,481 ) Loss per share (0.13 ) (0.56 ) (0.89 ) (1.65 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted-Average Assumptions Used to Estimate Grant Date Fair Values for Stock Options Granted | Weighted-average assumptions used to estimate the grant date fair values for stock options granted for the three and nine month periods ended September 30, 2016 follow: Three Months Ended Nine Months Ended September 30, September 30, 2016 2016 Volatility 34.87 % 35.11 % Expected term (in years) 5.00 5.00 Dividend yield 0.42 % 2.05 % Risk-free interest rate 1.20 % 1.40 % |
Stock Option Activity | Stock option activity from January 1, 2017 to September 30, 2017 follows: Weighted Average Underlying Exercise Price Shares Per Share Outstanding at January 1, 2017 6,687,150 $ 20.68 Exercised (10,000 ) $ 22.29 Expired (600,000 ) $ 24.17 Outstanding at September 30, 2017 6,077,150 $ 20.34 Exercisable at September 30, 2017 5,421,310 $ 20.50 |
Restricted Stock Activity | Restricted stock activity from January 1, 2017 to September 30, 2017 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock outstanding at January 1, 2017 1,427,455 $ 22.26 Granted 890,904 $ 21.78 Vested (724,626 ) $ 23.62 Forfeited (16,003 ) $ 22.80 Non-vested restricted stock outstanding at September 30, 2017 1,577,730 $ 21.36 |
Restricted Stock Unit Activity | Restricted stock unit activity from January 1, 2017 to September 30, 2017 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock units outstanding at January 1, 2017 191,655 $ 19.85 Granted 1,090,292 $ 19.75 Assumed (1) 505,551 $ 22.45 Vested (549,451 ) $ 22.24 Forfeited (38,374 ) $ 21.61 Non-vested restricted stock units outstanding at September 30, 2017 1,199,673 $ 19.71 (1) R estricted stock unit awards under the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan, which was adopted, assumed, amended and renamed by the Company in connection with the SSE merger. No additional awards will be made under this plan. |
Performance Units | The total target number of shares with respect to the Performance Units for the awards in 2013-2017 is set forth below: 2017 2016 2015 2014 2013 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Target number of shares 186,198 185,000 190,600 154,000 236,500 |
Fair Value of Performance Units | The fair value of the Performance Units is set forth below (in thousands): 2017 2016 2015 2014 2013 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Fair value at date of grant $ 5,780 $ 3,854 $ 4,052 $ 5,388 $ 5,564 |
Compensation Expense Associated with Performance Units | 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): 2017 2016 2015 2014 2013 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Three months ended September 30, 2017 $ 482 $ 321 $ 338 NA NA Three months ended September 30, 2016 NA $ 321 $ 338 $ 449 NA Nine months ended September 30, 2017 $ 803 $ 963 $ 1,013 $ 449 NA Nine months ended September 30, 2016 NA $ 642 $ 1,013 $ 1,347 $ 464 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Finished goods $ 1,332 $ — Work-in-process 3,910 1,803 Raw materials and supplies 35,430 18,388 Inventory $ 40,672 $ 20,191 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Equipment $ 7,882,765 $ 6,809,129 Oil and natural gas properties 209,912 201,568 Buildings 186,452 97,029 Land 26,630 22,270 Total property and equipment 8,305,759 7,129,996 Less accumulated depreciation, depletion and impairment (4,107,474 ) (3,721,033 ) Property and equipment, net $ 4,198,285 $ 3,408,963 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Business Segments - Financial Information | The following tables summarize selected financial information relating to the Company’s business segments (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues: Contract drilling $ 301,954 $ 123,863 $ 731,496 $ 407,855 Pressure pumping 362,441 78,165 793,659 248,428 Other operations (a) 22,832 4,284 48,092 12,973 Elimination of intercompany revenues (b) (2,238 ) (179 ) (3,897 ) (277 ) Total revenues $ 684,989 $ 206,133 $ 1,569,350 $ 668,979 Income (loss) before income taxes: Contract drilling $ (20,397 ) $ (67,786 ) $ (155,465 ) $ (173,331 ) Pressure pumping 16,841 (46,569 ) (1,414 ) (136,553 ) Other operations (6,516 ) 228 (13,030 ) (2,263 ) Corporate (31,735 ) (13,400 ) (119,483 ) (41,138 ) Other operating income, net (c) 3,791 4,118 18,501 10,285 Interest income 101 63 1,149 273 Interest expense (9,584 ) (10,244 ) (26,929 ) (31,722 ) Other 78 19 226 52 Loss before income taxes $ (47,421 ) $ (133,571 ) $ (296,445 ) $ (374,397 ) Depreciation, depletion, amortization and impairment Contract drilling $ 133,603 $ 115,652 $ 405,576 $ 357,153 Pressure pumping 51,274 44,587 141,329 141,557 Other operations 9,534 1,856 19,826 8,393 Corporate 2,231 1,369 5,456 4,106 Total depreciation, depletion, amortization and impairment $ 196,642 $ 163,464 $ 572,187 $ 511,209 Capital expenditures Contract drilling $ 106,879 $ 17,551 $ 222,426 $ 46,001 Pressure pumping 27,230 8,330 85,423 27,662 Other operations 8,647 2,401 21,016 5,621 Corporate 305 395 986 1,227 Total capital expenditures $ 143,061 $ 28,677 $ 329,851 $ 80,511 September 30, December 31, 2017 2016 Identifiable assets: Contract drilling $ 3,950,748 $ 3,032,819 Pressure pumping 1,227,384 653,630 Other operations 166,900 48,885 Corporate (d) 127,943 36,957 Total assets $ 5,472,975 $ 3,772,291 (a) Other operations includes the Company’s oilfield rental tools business, pipe handling components and related technology business, the oil and natural gas working interests and the Middle East/North Africa activities. (b) For 2016, intercompany revenues consists of contract drilling intercompany revenues for services provided to other operations. For 2017, intercompany revenues also includes revenues from other operations for services provided to contract drilling, pressure pumping and within other operations. (c) Other operating income includes net gains associated with the disposal of assets related to corporate strategy decisions of the executive management group. Accordingly, the related gains have been excluded from the operating results of specific segments. This caption also includes expenses related to certain legal settlements net of insurance reimbursements. ( d ) Corporate assets primarily include cash on hand and certain property and equipment. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill by Operating Segment | Goodwill — Goodwill by operating segment as of September 30, 2017 and changes for the nine months then ended are as follows (in thousands): Contract Pressure Drilling Pumping Total Balance at beginning of period $ 86,234 $ — $ 86,234 Goodwill acquired 300,819 137,647 438,466 Balance at end of period $ 387,053 $ 137,647 $ 524,700 |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets | Intangible Assets — The following table presents the gross carrying amount and accumulated amortization of the intangible assets as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 25,500 $ (25,500 ) $ — $ 25,500 $ (22,768 ) $ 2,732 Favorable drilling contracts 22,500 (13,518 ) 8,982 — — — $ 48,000 $ (39,018 ) $ 8,982 $ 25,500 $ (22,768 ) $ 2,732 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Salaries, wages, payroll taxes and benefits $ 56,777 $ 21,138 Workers' compensation liability 82,509 67,775 Property, sales, use and other taxes 29,382 6,766 Insurance, other than workers' compensation 10,881 9,566 Accrued interest payable 14,091 6,740 Accrued merger and integration 20,538 — Other 31,648 27,163 Total $ 245,826 $ 139,148 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
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, 2017 (in thousands): Year ending December 31, 2017 $ — 2018 — 2019 144,000 2020 300,000 2021 — Thereafter 300,000 Total $ 744,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Cash Dividends | Cash Dividends — The Company pai d cash dividends during the nine months ended September 30, 2017 and 2016 as follows: 2017: Per Share Total (in thousands) Paid on March 22, 2017 $ 0.02 $ 3,326 Paid on June 22, 2017 0.02 4,269 Paid on September 21, 2017 0.02 4,271 Total cash dividends $ 0.06 $ 11,866 2016: Per Share Total (in thousands) Paid on March 24, 2016 $ 0.10 $ 14,712 Paid on June 23, 2016 0.02 2,953 Paid on September 22, 2016 0.02 2,953 Total cash dividends $ 0.14 $ 20,618 |
Treasury Stock Acquisition | Treasury stock acquisitions during the nine months ended September 30, 2017 were as follows (dollars in thousands): Shares Cost Treasury shares at beginning of period 43,392,617 $ 911,094 Purchases pursuant to stock buyback program 5,503 109 Acquisitions pursuant to long-term incentive plan 377,851 6,923 Treasury shares at end of period 43,775,971 $ 918,126 |
Fair Values of Financial Inst34
Fair Values of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Outstanding Debt Balances | The estimated fair value of the Company’s outstanding debt balances as of September 30, 2017 and December 31, 2016 is set forth below (in thousands): September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Value Value Value Value 4.97% Series A Senior Notes $ 300,000 $ 305,440 $ 300,000 $ 283,534 4.27% Series B Senior Notes 300,000 296,172 300,000 263,194 Total debt $ 600,000 $ 601,612 $ 600,000 $ 546,728 |
Basis of Consolidation and Pr35
Basis of Consolidation and Presentation - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Basis of Consolidation and Presentation [Line Items] | ||
Current deferred tax assets | $ 36.4 | |
Long-term deferred tax assets | 4.1 | |
Long-term deferred tax liabilities | $ 32.3 | |
Seventy Seven Energy Inc. | ||
Basis of Consolidation and Presentation [Line Items] | ||
Merger date | Apr. 20, 2017 |
Calculation of Basic and Dilute
Calculation of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
BASIC EPS: | ||||
Net loss attributed to common stockholders | $ (33,769) | $ (84,143) | $ (189,492) | $ (240,512) |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock | 211,875 | 146,326 | 191,237 | 146,014 |
Basic net loss per common share | $ (0.16) | $ (0.58) | $ (0.99) | $ (1.65) |
DILUTED EPS: | ||||
Net loss attributed to common stockholders | $ (33,769) | $ (84,143) | $ (189,492) | $ (240,512) |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock | 211,875 | 146,326 | 191,237 | 146,014 |
Weighted average number of diluted common shares outstanding | 211,875 | 146,326 | 191,237 | 146,014 |
Diluted net loss per common share | $ (0.16) | $ (0.58) | $ (0.99) | $ (1.65) |
Potentially dilutive securities excluded as anti-dilutive | 9,973 | 9,141 | 9,973 | 9,141 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Oct. 11, 2017USD ($)shares | Apr. 20, 2017USD ($)Rigshpshares | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Merger and integration related costs | $ 9,449,000 | $ 65,798,000 | |||
Seventy Seven Energy Inc. | |||||
Business Acquisition [Line Items] | |||||
Shares of common stock exchange in business acquisition | shares | 46,298,000 | ||||
Repayment of outstanding debt | $ 472,000,000 | ||||
Merger date | Apr. 20, 2017 | ||||
Total fair value of the consideration transferred | $ 1,511,396,000 | ||||
Number of drilling rigs acquired | Rigs | 91 | ||||
Number of horsepower of modern, efficient fracturing equipment | hp | 500,000 | ||||
Goodwill deductible for tax purposes | $ 0 | ||||
Merger and integration related costs | $ 36,700,000 | ||||
Assets acquired and liabilities assumed, total assets | 1,236,166,000 | ||||
Assets acquired and liabilities assumed, accounts receivable | 149,598,000 | ||||
Assets acquired and liabilities assumed, inventory | 8,036,000 | ||||
Assets acquired and liabilities assumed, property and equipment | 984,430,000 | ||||
Assets acquired and liabilities assumed, other assets | $ 14,546,000 | ||||
Seventy Seven Energy Inc. | APEX Class Rigs | |||||
Business Acquisition [Line Items] | |||||
Number of rigs | Rigs | 36 | ||||
MS Directional | |||||
Business Acquisition [Line Items] | |||||
Shares of common stock exchange in business acquisition | shares | 8,798,391 | ||||
Merger date | Oct. 11, 2017 | ||||
Total fair value of the consideration transferred | $ 262,000,000 | ||||
Aggregate consideration to be paid by the company | $ 75,000,000 | ||||
Business acquisition, description of acquired entity | MS Directional is a leading directional drilling services company in the United States, with operations in most major producing onshore oil and gas basins. MS Directional provides a comprehensive suite of directional drilling services, including directional drilling, downhole performance motors, directional surveying, measurement while drilling, and wireline steering tools. | ||||
Assets acquired and liabilities assumed, total assets | $ 104,000,000 | ||||
Assets acquired and liabilities assumed, accounts receivable | 21,400,000 | ||||
Assets acquired and liabilities assumed, inventory | 23,900,000 | ||||
Assets acquired and liabilities assumed, property and equipment | 53,800,000 | ||||
Assets acquired and liabilities assumed, other assets | $ 4,900,000 |
Total Fair Value of Considerati
Total Fair Value of Consideration Transferred (Detail) - Seventy Seven Energy Inc. $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 20, 2017USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Shares of Company common stock issued to SSE shareholders | shares | 46,298 |
Company common stock price on April 20, 2017 | $ / shares | $ 22.45 |
Fair value of common stock issued | $ 1,039,396 |
Plus SSE long-term debt repaid by Company | 472,000 |
Total fair value of consideration transferred | $ 1,511,396 |
Schedule of Total Purchase Pric
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Apr. 20, 2017 | Dec. 31, 2016 |
Liabilities assumed | |||
Goodwill | $ 524,700 | $ 86,234 | |
Seventy Seven Energy Inc. | |||
Identifiable assets acquired | |||
Cash and cash equivalents | $ 37,806 | ||
Accounts receivable | 149,598 | ||
Inventory | 8,036 | ||
Other current assets | 19,250 | ||
Property and equipment | 984,430 | ||
Other long-term assets | 14,546 | ||
Intangible assets | 22,500 | ||
Total identifiable assets acquired | 1,236,166 | ||
Liabilities assumed | |||
Accounts payable and accrued liabilities | 130,100 | ||
Deferred income taxes | 31,402 | ||
Other long-term liabilities | 1,734 | ||
Total liabilities assumed | 163,236 | ||
Net identifiable assets acquired | 1,072,930 | ||
Goodwill | 438,466 | ||
Total net assets acquired | $ 1,511,396 |
Portion of Fair Value Considera
Portion of Fair Value Consideration Transferred Provisionally Assigned to Identifiable Intangible Assets (Detail) - Seventy Seven Energy Inc. $ in Thousands | Apr. 20, 2017USD ($) |
Business Acquisition [Line Items] | |
Fair Value, Assets, Portion of the fair value consideration transferred | $ 22,500 |
Favorable Drilling Contracts | |
Business Acquisition [Line Items] | |
Fair Value, Assets, Portion of the fair value consideration transferred | $ 22,500 |
Weighted Average Useful Life, Identifiable intangible assets | 1 year |
Summary of Selected Financial I
Summary of Selected Financial Information of the Company on a Pro Forma Basis (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition Pro Forma Information [Abstract] | ||||
Revenues | $ 684,989 | $ 326,227 | $ 1,811,903 | $ 1,082,554 |
Net loss | $ (27,627) | $ (117,185) | $ (189,098) | $ (346,481) |
Loss per share | $ (0.13) | $ (0.56) | $ (0.89) | $ (1.65) |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Jun. 29, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock option granted | 0 | 0 | |
Performance Units Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance period | 3 years | ||
Basis of annual percentage exceeds | 18.00% | ||
Performance Units Awards | Condition One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award description | Generally, the recipients will receive a target number of shares if the Company’s total shareholder return during the performance period, when compared to the peer group, is at the 50th percentile. If the Company’s 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. | ||
Performance Units Awards | Condition Two [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award description | if, during the two-year period ending March 31, 2018, the Company’s total shareholder return for any 30 consecutive day period equals or exceeds 18 percent on an annualized basis from April 1, 2013 through the last day of such 30 consecutive day period, and the recipient is actively employed by the Company through the last day of the extended performance period, then the Company will issue to the recipient the number of shares equal to the amount the recipient would have been entitled to receive had the Company’s total shareholder return been positive during the initial three-year performance period. | ||
Amended and Restated Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future issuance | 10,049,156 | ||
Shares authorized for grant | 18,900,000 | ||
Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares authorized for grant | 9,100,000 |
Weighted-Average Assumptions Us
Weighted-Average Assumptions Used to Estimate Grant Date Fair Values for Stock Options Granted (Detail) - Employee Stock Option | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 34.87% | 35.11% |
Expected term (in years) | 5 years | 5 years |
Dividend yield | 0.42% | 2.05% |
Risk-free interest rate | 1.20% | 1.40% |
Stock Option Activity (Detail)
Stock Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Underlying Shares | |
Outstanding at beginning of period | shares | 6,687,150 |
Exercised | shares | (10,000) |
Expired | shares | (600,000) |
Outstanding at end of period | shares | 6,077,150 |
Exercisable at end of year | shares | 5,421,310 |
Weighted Average Exercise Price Per Share | |
Outstanding at beginning of period | $ / shares | $ 20.68 |
Exercised | $ / shares | 22.29 |
Expired | $ / shares | 24.17 |
Outstanding at end of period | $ / shares | 20.34 |
Exercisable at end of year | $ / shares | $ 20.50 |
Restricted Stock Activity (Deta
Restricted Stock Activity (Detail) - Restricted Stock Awards | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Shares | |
Outstanding at beginning of period | shares | 1,427,455 |
Granted | shares | 890,904 |
Vested | shares | (724,626) |
Forfeited | shares | (16,003) |
Outstanding at end of period | shares | 1,577,730 |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period | $ / shares | $ 22.26 |
Granted | $ / shares | 21.78 |
Vested | $ / shares | 23.62 |
Forfeited | $ / shares | 22.80 |
Outstanding at end of period | $ / shares | $ 21.36 |
Restricted Stock Unit Activity
Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) | 9 Months Ended | |
Sep. 30, 2017$ / sharesshares | ||
Shares | ||
Outstanding at beginning of period | shares | 191,655 | |
Granted | shares | 1,090,292 | |
Assumed | shares | 505,551 | [1] |
Vested | shares | (549,451) | |
Forfeited | shares | (38,374) | |
Outstanding at end of period | shares | 1,199,673 | |
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period | $ / shares | $ 19.85 | |
Granted | $ / shares | 19.75 | |
Assumed | $ / shares | 22.45 | [1] |
Vested | $ / shares | 22.24 | |
Forfeited | $ / shares | 21.61 | |
Outstanding at end of period | $ / shares | $ 19.71 | |
[1] | Restricted stock unit awards under the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan, which was adopted, assumed, amended and renamed by the Company in connection with the SSE merger. No additional awards will be made under this plan. |
Performance Units (Detail)
Performance Units (Detail) | 9 Months Ended |
Sep. 30, 2017shares | |
2,017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 186,198 |
2,016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 185,000 |
2,015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 190,600 |
2,014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 154,000 |
2,013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 236,500 |
Fair Value of Performance Units
Fair Value of Performance Units (Detail) - Performance Units Awards $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
2,017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value at date of grant | $ 5,780 |
2,016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value at date of grant | 3,854 |
2,015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value at date of grant | 4,052 |
2,014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value at date of grant | 5,388 |
2,013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value at date of grant | $ 5,564 |
Compensation Expense Associated
Compensation Expense Associated with Performance Units (Detail) - Performance Units Awards - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
2,017 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 482 | $ 803 | ||
2,016 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | 321 | $ 321 | 963 | $ 642 |
2,015 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 338 | 338 | 1,013 | 1,013 |
2,014 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 449 | $ 449 | 1,347 | |
2,013 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 464 |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Net [Abstract] | ||
Finished goods | $ 1,332 | |
Work-in-process | 3,910 | $ 1,803 |
Raw materials and supplies | 35,430 | 18,388 |
Inventory | $ 40,672 | $ 20,191 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 8,305,759 | $ 7,129,996 |
Less accumulated depreciation, depletion and impairment | (4,107,474) | (3,721,033) |
Property and equipment, net | 4,198,285 | 3,408,963 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 7,882,765 | 6,809,129 |
Oil and natural gas properties | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 209,912 | 201,568 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 186,452 | 97,029 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 26,630 | $ 22,270 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | |
Property Plant And Equipment [Line Items] | |||
Impairment expense related to oil and natural gas properties | $ 1.3 | $ 3.5 | |
Drilling Rigs That Would No Longer Be Marketed As Rigs | |||
Property Plant And Equipment [Line Items] | |||
Impairment charge for the write-down of drilling equipment | $ 29 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Business Segments - Revenues (D
Business Segments - Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | $ 684,989 | $ 206,133 | $ 1,569,350 | $ 668,979 | |
Other Operations | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 22,832 | 4,284 | 48,092 | 12,973 |
Operating Segments | Contract Drilling | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 301,954 | 123,863 | 731,496 | 407,855 | |
Operating Segments | Pressure Pumping | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 362,441 | 78,165 | 793,659 | 248,428 | |
Intersegment Elimination | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [2] | $ (2,238) | $ (179) | $ (3,897) | $ (277) |
[1] | Other operations includes the Company’s oilfield rental tools business, pipe handling components and related technology business, the oil and natural gas working interests and the Middle East/North Africa activities. | ||||
[2] | For 2016, intercompany revenues consists of contract drilling intercompany revenues for services provided to other operations. For 2017, intercompany revenues also includes revenues from other operations for services provided to contract drilling, pressure pumping and within other operations. |
Business Segments - Income (Los
Business Segments - Income (Loss) from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | $ (38,016) | $ (123,409) | $ (270,891) | $ (343,000) | |
Other operating income, net | [1] | 3,791 | 4,118 | 18,501 | 10,285 |
Interest income | 101 | 63 | 1,149 | 273 | |
Interest expense | (9,584) | (10,244) | (26,929) | (31,722) | |
Other | 78 | 19 | 226 | 52 | |
Loss before income taxes | (47,421) | (133,571) | (296,445) | (374,397) | |
Other Operations | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | (6,516) | 228 | (13,030) | (2,263) | |
Corporate | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | (31,735) | (13,400) | (119,483) | (41,138) | |
Operating Segments | Contract Drilling | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | (20,397) | (67,786) | (155,465) | (173,331) | |
Operating Segments | Pressure Pumping | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | $ 16,841 | $ (46,569) | $ (1,414) | $ (136,553) | |
[1] | Other operating income includes net gains associated with the disposal of assets related to corporate strategy decisions of the executive management group. Accordingly, the related gains have been excluded from the operating results of specific segments. This caption also includes expenses related to certain legal settlements net of insurance reimbursements. |
Business Segments - Depreciatio
Business Segments - Depreciation, Amortization and Impairment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | $ 196,642 | $ 163,464 | $ 572,187 | $ 511,209 |
Other Operations | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 9,534 | 1,856 | 19,826 | 8,393 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 2,231 | 1,369 | 5,456 | 4,106 |
Operating Segments | Contract Drilling | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 133,603 | 115,652 | 405,576 | 357,153 |
Operating Segments | Pressure Pumping | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | $ 51,274 | $ 44,587 | $ 141,329 | $ 141,557 |
Business Segments - Capital Exp
Business Segments - Capital Expenditures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 143,061 | $ 28,677 | $ 329,851 | $ 80,511 |
Other Operations | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 8,647 | 2,401 | 21,016 | 5,621 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 305 | 395 | 986 | 1,227 |
Operating Segments | Contract Drilling | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 106,879 | 17,551 | 222,426 | 46,001 |
Operating Segments | Pressure Pumping | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 27,230 | $ 8,330 | $ 85,423 | $ 27,662 |
Business Segments - Assets (Det
Business Segments - Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 5,472,975 | $ 3,772,291 | |
Other Operations | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 166,900 | 48,885 | |
Corporate | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | [1] | 127,943 | 36,957 |
Operating Segments | Contract Drilling | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 3,950,748 | 3,032,819 | |
Operating Segments | Pressure Pumping | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 1,227,384 | $ 653,630 | |
[1] | Corporate assets primarily include cash on hand and certain property and equipment. |
Goodwill by Operating Segment (
Goodwill by Operating Segment (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Balance at beginning of period | $ 86,234 |
Goodwill acquired | 438,466 |
Balance at end of period | 524,700 |
Contract Drilling | |
Goodwill [Line Items] | |
Balance at beginning of period | 86,234 |
Goodwill acquired | 300,819 |
Balance at end of period | 387,053 |
Pressure Pumping | |
Goodwill [Line Items] | |
Goodwill acquired | 137,647 |
Balance at end of period | $ 137,647 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Accumulated impairment losses | $ 0 | $ 0 | $ 0 | ||
Amortization expense on intangible assets | $ 6,600,000 | $ 911,000 | $ 16,300,000 | $ 2,700,000 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 48,000 | $ 25,500 |
Accumulated Amortization | (39,018) | (22,768) |
Net Carrying Amount | 8,982 | 2,732 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,500 | 25,500 |
Accumulated Amortization | (25,500) | (22,768) |
Net Carrying Amount | $ 2,732 | |
Favorable Drilling Contracts | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,500 | |
Accumulated Amortization | (13,518) | |
Net Carrying Amount | $ 8,982 |
Summary of Accrued Expenses (De
Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Salaries, wages, payroll taxes and benefits | $ 56,777 | $ 21,138 |
Workers' compensation liability | 82,509 | 67,775 |
Property, sales, use and other taxes | 29,382 | 6,766 |
Insurance, other than workers' compensation | 10,881 | 9,566 |
Accrued interest payable | 14,091 | 6,740 |
Accrued merger and integration | 20,538 | |
Other | 31,648 | 27,163 |
Accrued expenses | $ 245,826 | $ 139,148 |
Long Term Debt - Credit Facilit
Long Term Debt - Credit Facilities - Additional Information (Detail) | Jul. 08, 2016USD ($) | Mar. 16, 2015 | Sep. 30, 2017USD ($)Covenant | Oct. 27, 2017USD ($) | Jul. 01, 2017 | Apr. 20, 2017USD ($) | Jan. 24, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||
Debt maturity date | Sep. 27, 2017 | |||||||
Total assets | $ 5,472,975,000 | $ 3,772,291,000 | ||||||
Letters of credit outstanding | 59,500,000 | |||||||
Maximum | Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Total assets | 1,000,000 | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, amount outstanding | $ 0 | |||||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement date | Sep. 27, 2012 | |||||||
Commitment fee payable to the lenders for the unused portion of the revolving credit facility | 0.50% | |||||||
Credit agreement, financial covenant description | The Company must not permit its debt to capitalization ratio to exceed 40%. The Credit Agreement generally defines the 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 last day of the most recently ended fiscal quarter. The Company also must not permit its interest coverage ratio as of the last day of a fiscal quarter to be less than 3.00 to 1.00. The Credit Agreement generally defines the interest coverage ratio as the ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2017 | |||||||
Credit agreement, financial covenant compliance | The Company was in compliance with these covenants | |||||||
Number of compliance covenants | Covenant | 2 | |||||||
Maximum percentage allowed to invest in foreign subsidiaries or joint ventures on book value basis | 20.00% | |||||||
Maximum cash balance allowed | $ 100,000,000 | |||||||
Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest coverage ratio that the Company must exceed on the last day of the fiscal quarter | 300.00% | |||||||
Debt service coverage ratio | 150.00% | |||||||
Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt to capitalization ratio, percentage the Company must not exceed at any time | 40.00% | |||||||
Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||||
Applicable margin | 2.75% | |||||||
Credit Agreement | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Applicable margin | 1.75% | |||||||
Credit Agreement | Until September 27, 2017 | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||||
Credit Agreement | Until September 27, 2017 | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||||
Credit Agreement | Until September 27, 2017 | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||
Credit Agreement | Until September 27, 2017 | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Credit Agreement | Beginning September 27, 2017 | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||||
Credit Agreement | Beginning September 27, 2017 | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.75% | |||||||
Credit Agreement | Beginning September 27, 2017 | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Credit Agreement | Beginning September 27, 2017 | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||||
Credit Agreement | Revolving Credit Facility | Through September 2017 | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | $ 632,000,000 | |||||||
Credit Agreement | Revolving Credit Facility | Through March 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | $ 500,000,000 | 490,000,000 | ||||||
Credit Agreement | Revolving Credit Facility | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | $ 50,000,000 | |||||||
Credit Agreement | Revolving Credit Facility | Swing Line Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 20,000,000 | |||||||
Amended Credit Agreement Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement amendment date | Jul. 8, 2016 | |||||||
Debt maturity date | Mar. 27, 2019 | |||||||
Aggregate commitments under the revolving credit facility | $ 357,900,000 | |||||||
Line of credit, amount outstanding | $ 144,000,000 | |||||||
Letters of credit outstanding | $ 4,600,000 | |||||||
Amended Credit Agreement Two | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate commitments under the revolving credit facility | $ 595,800,000 | |||||||
Weighted average interest rate | 4.83% | |||||||
Line of credit, available borrowing capacity | $ 342,000,000 | |||||||
Amended Credit Agreement Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement amendment date | Apr. 20, 2017 | |||||||
Amended Credit Agreement Four | Through March 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement amendment date | Oct. 27, 2017 | |||||||
Amended Credit Agreement Four | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | $ 700,000,000 | |||||||
Reimbursement Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | $ 54,900,000 | |||||||
Reimbursement Agreement | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% |
Long Term Debt - Senior Notes -
Long Term Debt - Senior Notes - Additional Information (Detail) | Jun. 14, 2012USD ($)Covenant | Oct. 05, 2010USD ($)Covenant | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Debt maturity date | Sep. 27, 2017 | |||||
Interest expense related to amortization of debt issuance costs | $ 710,000 | $ 2,000,000 | $ 2,000,000 | $ 3,500,000 | ||
4.97% Series A Senior Notes, Due October 5th 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Debt maturity date | Oct. 5, 2020 | |||||
Long-term debt, aggregate principal amount | $ 300,000,000 | |||||
Debt interest rate | 4.97% | |||||
Semi-annual interest payment, first payment date | April 5 | |||||
Semi-annual interest payment, second payment date | October 5 | |||||
Notes issuance date | Oct. 5, 2010 | |||||
Description of the prepayment terms | Notes are prepayable at the Company’s option, in whole or in part, provided that in the case of a partial prepayment, prepayment must be in an amount not less than 5% of the aggregate principal amount of the notes then outstanding, at any time and from time to time at 100% of the principal amount prepaid, plus accrued and unpaid interest to the prepayment date, plus a “make-whole” premium as specified in the note purchase agreements. The Company must offer to prepay the notes upon the occurrence of any change of control. In addition, the Company must offer to prepay the notes upon the occurrence of certain asset dispositions if the proceeds therefrom are not timely reinvested in productive assets. If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date. | |||||
Prepayment terms, percent of principal before accrued and unpaid interest and "make-whole" premium | 100.00% | |||||
Description of the acceptance terms | If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date. | |||||
Acceptance terms, percent of principal before accrued and unpaid interest | 100.00% | |||||
Note purchase agreement, financial covenant description | The Company must not permit its debt to capitalization ratio to exceed 50% at any time. The note purchase agreements generally define the 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 last day of the most recently ended fiscal quarter. The Company also must not permit its interest coverage ratio as of the last day of a fiscal quarter to be less than 2.50 to 1.00. The note purchase agreements generally define the interest coverage ratio as the ratio of EBITDA for the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2017. | |||||
Number of compliance covenants | Covenant | 2 | |||||
4.97% Series A Senior Notes, Due October 5th 2020 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, prepayment percentage of aggregate principal amount | 5.00% | |||||
Interest coverage ratio that the Company must exceed on the last day of the fiscal quarter | 2.50% | |||||
4.97% Series A Senior Notes, Due October 5th 2020 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt to capitalization ratio, percentage the Company must not exceed at any time | 50.00% | |||||
4.27% Series B Senior Notes, Due June 14th 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt maturity date | Jun. 14, 2022 | |||||
Long-term debt, aggregate principal amount | $ 300,000,000 | |||||
Debt interest rate | 4.27% | |||||
Semi-annual interest payment, first payment date | April 5 | |||||
Semi-annual interest payment, second payment date | October 5 | |||||
Notes issuance date | Jun. 14, 2012 | |||||
Description of the prepayment terms | Notes are prepayable at the Company’s option, in whole or in part, provided that in the case of a partial prepayment, prepayment must be in an amount not less than 5% of the aggregate principal amount of the notes then outstanding, at any time and from time to time at 100% of the principal amount prepaid, plus accrued and unpaid interest to the prepayment date, plus a “make-whole” premium as specified in the note purchase agreements. The Company must offer to prepay the notes upon the occurrence of any change of control. In addition, the Company must offer to prepay the notes upon the occurrence of certain asset dispositions if the proceeds therefrom are not timely reinvested in productive assets. If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date. | |||||
Prepayment terms, percent of principal before accrued and unpaid interest and "make-whole" premium | 100.00% | |||||
Description of the acceptance terms | If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date. | |||||
Acceptance terms, percent of principal before accrued and unpaid interest | 100.00% | |||||
Note purchase agreement, financial covenant description | The Company must not permit its debt to capitalization ratio to exceed 50% at any time. The note purchase agreements generally define the 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 last day of the most recently ended fiscal quarter. The Company also must not permit its interest coverage ratio as of the last day of a fiscal quarter to be less than 2.50 to 1.00. The note purchase agreements generally define the interest coverage ratio as the ratio of EBITDA for the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2017. | |||||
Number of compliance covenants | Covenant | 2 | |||||
4.27% Series B Senior Notes, Due June 14th 2022 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, prepayment percentage of aggregate principal amount | 5.00% | |||||
Interest coverage ratio that the Company must exceed on the last day of the fiscal quarter | 2.50% | |||||
4.27% Series B Senior Notes, Due June 14th 2022 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt to capitalization ratio, percentage the Company must not exceed at any time | 50.00% | |||||
Term Loan Agreements | ||||||
Debt Instrument [Line Items] | ||||||
Early termination of term loan agreements | $ 1,400,000 | $ 1,400,000 |
Schedule of Principal Repayment
Schedule of Principal Repayment Requirements of Long-Term Debt (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 144,000 |
2,020 | 300,000 |
Thereafter | 300,000 |
Total | $ 744,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |
Letters of credit, collateral for retrospective premiums and retained losses | $ 59,500,000 |
Commitments to purchase major equipment and investments | 191,000,000 |
Current obligation | 86,900,000 |
Purchase obligations for remainder of 2017 | 345,000 |
Purchase obligations for remainder of 2018 | 9,500,000 |
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 ($) | Oct. 25, 2017 | Oct. 11, 2017 | Apr. 20, 2017 | Jan. 27, 2017 | Sep. 30, 2017 | Sep. 06, 2013 |
2014 Plan | Restricted Stock | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares withheld for tax withholding obligations | 369,862 | |||||
2014 Plan | Stock Option | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares withheld for tax withholding obligations | 7,989 | |||||
2013 program | ||||||
Class Of Stock [Line Items] | ||||||
Remaining amount approved for repurchases under stock buyback program | $ 187,000,000 | |||||
2013 program | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Amount approved for repurchases under stock buyback program | $ 200,000,000 | |||||
Subsequent Event | Dividend Declared | ||||||
Class Of Stock [Line Items] | ||||||
Dividend declaration date | Oct. 25, 2017 | |||||
Dividend per share, declared | $ 0.02 | |||||
Dividend payment date | Dec. 21, 2017 | |||||
Dividend record date | Dec. 7, 2017 | |||||
Seventy Seven Energy Inc. | ||||||
Class Of Stock [Line Items] | ||||||
Repayment of outstanding debt | $ 472,000,000 | |||||
Shares of common stock exchange in business acquisition | 46,298,000 | |||||
MS Directional | ||||||
Class Of Stock [Line Items] | ||||||
Shares of common stock exchange in business acquisition | 8,798,391 | |||||
MS Directional | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Shares of common stock exchange in business acquisition | 8,800,000 | |||||
Issued and outstanding limited liability interests acquired in cash | $ 75,000,000 | |||||
Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock offering | 18,170,000 | |||||
Common Stock | Seventy Seven Energy Inc. | ||||||
Class Of Stock [Line Items] | ||||||
Common stock offering | 18,200,000 | |||||
Net proceeds from common stock offering | $ 472,000,000 |
Cash Dividends (Detail)
Cash Dividends (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Dividends Payable [Line Items] | ||||
Cash dividends paid, per share | $ 0.02 | $ 0.02 | $ 0.06 | $ 0.14 |
Cash dividends paid | $ 11,866 | $ 20,618 | ||
Installment 1, FY 2017 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Mar. 22, 2017 | |||
Cash dividends paid, per share | $ 0.02 | |||
Cash dividends paid | $ 3,326 | |||
Installment 2, FY 2017 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Jun. 22, 2017 | |||
Cash dividends paid, per share | $ 0.02 | |||
Cash dividends paid | $ 4,269 | |||
Installment 3, FY 2017 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Sep. 21, 2017 | |||
Cash dividends paid, per share | $ 0.02 | |||
Cash dividends paid | $ 4,271 | |||
Installment 1, FY 2016 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Mar. 24, 2016 | |||
Cash dividends paid, per share | $ 0.10 | |||
Cash dividends paid | $ 14,712 | |||
Installment 2, FY 2016 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Jun. 23, 2016 | |||
Cash dividends paid, per share | $ 0.02 | |||
Cash dividends paid | $ 2,953 | |||
Installment 3, FY 2016 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Sep. 22, 2016 | |||
Cash dividends paid, per share | $ 0.02 | |||
Cash dividends paid | $ 2,953 |
Treasury Stock Acquisition (Det
Treasury Stock Acquisition (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Schedule of Treasury Stock [Line Items] | |
Treasury shares at beginning of period | shares | 43,392,617 |
Treasury shares at end of period | shares | 43,775,971 |
Treasury shares at beginning of period | $ 911,094 |
Treasury stock acquired, cost | 7,032 |
Treasury shares at end of period | $ 918,126 |
Stock Buyback Program | |
Schedule of Treasury Stock [Line Items] | |
Treasury stock acquired, shares | shares | 5,503 |
Treasury stock acquired, cost | $ 109 |
Long Term Incentive Plan | |
Schedule of Treasury Stock [Line Items] | |
Treasury stock acquired, shares | shares | 377,851 |
Treasury stock acquired, cost | $ 6,923 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 28.80% | 37.00% | 36.10% | 35.80% |
Estimated Fair Value of Outstan
Estimated Fair Value of Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 600,000 | $ 600,000 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 601,612 | 546,728 |
4.97% Series A Senior Notes, Due October 5th 2020 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 300,000 | 300,000 |
4.97% Series A Senior Notes, Due October 5th 2020 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 305,440 | 283,534 |
4.27% Series B Senior Notes, Due June 14th 2022 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 300,000 | 300,000 |
4.27% Series B Senior Notes, Due June 14th 2022 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 296,172 | $ 263,194 |
Fair Values of Financial Inst72
Fair Values of Financial Instruments - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
4.97% Series A Senior Notes, Due October 5th 2020 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 4.32% | 6.65% |
4.27% Series B Senior Notes, Due June 14th 2022 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Current market rates used in measuring fair value | 4.58% | 7.02% |
Recently Issued Accounting St73
Recently Issued Accounting Standards - Additional Information (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Accounting Changes And Error Corrections [Abstract] | |
Current deferred tax assets | $ 36.4 |
Long-term deferred tax assets | 4.1 |
Long-term deferred tax liabilities | $ 32.3 |