Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 26, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 | 220,025,971 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 241,908 | $ 42,828 |
Accounts receivable, net of allowance for doubtful accounts of $2,296 and $2,323 at June 30, 2018 and December 31, 2017, respectively | 602,748 | 580,354 |
Federal and state income taxes receivable | 1,169 | 1,152 |
Inventory | 81,158 | 69,167 |
Other | 80,975 | 53,354 |
Total current assets | 1,007,958 | 746,855 |
Property and equipment, net | 4,208,697 | 4,254,730 |
Goodwill and intangible assets | 684,528 | 687,072 |
Deposits on equipment purchases | 21,770 | 16,351 |
Deferred tax assets, net | 1,857 | 3,875 |
Other | 29,180 | 49,973 |
Total assets | 5,953,990 | 5,758,856 |
Current liabilities: | ||
Accounts payable | 371,518 | 319,621 |
Accrued expenses | 229,851 | 226,629 |
Total current liabilities | 601,369 | 546,250 |
Borrowings under revolving credit facility | 268,000 | |
Long-term debt, net of debt discount and issuance costs of $6,082 and $1,217 at June 30, 2018 and December 31, 2017, respectively | 1,118,918 | 598,783 |
Deferred tax liabilities, net | 340,718 | 350,836 |
Other | 12,646 | 12,494 |
Total liabilities | 2,073,651 | 1,776,363 |
Commitments and contingencies (see Note 9) | ||
Stockholders' equity: | ||
Preferred stock, par value $.01; authorized 1,000,000 shares, no shares issued | ||
Common stock, par value $.01; authorized 400,000,000 shares at June 30, 2018 and 300,000,000 shares at December 31, 2017 with 266,687,633 and 266,259,083 issued and 219,822,025 and 222,456,472 outstanding at June 30, 2018 and December 31, 2017, respectively | 2,667 | 2,662 |
Additional paid-in capital | 2,805,575 | 2,785,823 |
Retained earnings | 2,047,379 | 2,105,897 |
Accumulated other comprehensive income | 3,308 | 6,822 |
Treasury stock, at cost, 46,865,608 and 43,802,611 shares at June 30, 2018 and December 31, 2017, respectively | (978,590) | (918,711) |
Total stockholders' equity | 3,880,339 | 3,982,493 |
Total liabilities and stockholders' equity | $ 5,953,990 | $ 5,758,856 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,296 | $ 2,323 |
Long-term debt, debt discount and issuance costs | $ 6,082 | $ 1,217 |
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 | 400,000,000 | 300,000,000 |
Common stock, issued | 266,687,633 | 266,259,083 |
Common stock, outstanding | 219,822,025 | 222,456,472 |
Treasury stock, shares | 46,865,608 | 43,802,611 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Operating revenues: | |||||
Total operating revenues | $ 854,418 | $ 579,186 | $ 1,663,582 | $ 884,361 | |
Operating costs and expenses: | |||||
Depreciation, depletion, amortization and impairment | 212,384 | 219,328 | 422,276 | 375,545 | |
Selling, general and administrative | 35,663 | 23,478 | 68,480 | 42,330 | |
Merger and integration expenses | 747 | 51,193 | 2,738 | 56,349 | |
Other operating income, net | [1] | (7,129) | (1,806) | (9,550) | (14,710) |
Total operating costs and expenses | 863,422 | 719,422 | 1,694,688 | 1,117,236 | |
Operating loss | (9,004) | (140,236) | (31,106) | (232,875) | |
Other income (expense): | |||||
Interest income | 2,360 | 642 | 3,783 | 1,048 | |
Interest expense, net of amount capitalized | (12,667) | (9,075) | (26,292) | (17,345) | |
Other | 216 | 131 | 385 | 148 | |
Total other expense | (10,091) | (8,302) | (22,124) | (16,149) | |
Loss before income taxes | (19,095) | (148,538) | (53,230) | (249,024) | |
Income tax benefit | (8,382) | (56,354) | (8,100) | (93,301) | |
Net loss | $ (10,713) | $ (92,184) | $ (45,130) | $ (155,723) | |
Net loss per common share: | |||||
Basic | $ (0.05) | $ (0.46) | $ (0.21) | $ (0.86) | |
Diluted | $ (0.05) | $ (0.46) | $ (0.21) | $ (0.86) | |
Weighted average number of common shares outstanding: | |||||
Basic | 220,093 | 201,204 | 220,436 | 180,747 | |
Diluted | 220,093 | 201,204 | 220,436 | 180,747 | |
Cash dividends per common share | $ 0.04 | $ 0.02 | $ 0.06 | $ 0.04 | |
Contract Drilling | |||||
Operating revenues: | |||||
Total operating revenues | $ 349,922 | $ 270,111 | $ 677,725 | $ 428,839 | |
Operating costs and expenses: | |||||
Operating costs and expenses | 217,674 | 180,658 | 430,257 | 288,879 | |
Pressure Pumping | |||||
Operating revenues: | |||||
Total operating revenues | 425,303 | 290,044 | 832,087 | 431,218 | |
Operating costs and expenses: | |||||
Operating costs and expenses | 342,885 | 233,900 | 663,855 | 352,913 | |
Directional Drilling | |||||
Operating revenues: | |||||
Total operating revenues | 52,705 | 101,321 | |||
Operating costs and expenses: | |||||
Operating costs and expenses | 43,685 | 81,374 | |||
Other | |||||
Operating revenues: | |||||
Total operating revenues | 26,488 | 19,031 | 52,449 | 24,304 | |
Operating costs and expenses: | |||||
Operating costs and expenses | $ 17,513 | $ 12,671 | $ 35,258 | $ 15,930 | |
[1] | Other operating income, net 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 certain legal-related expenses and settlements, net of insurance reimbursements. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (10,713) | $ (92,184) | $ (45,130) | $ (155,723) |
Other comprehensive income (loss), net of taxes of $0 for all periods: | ||||
Foreign currency translation adjustment | (1,530) | 1,939 | (3,514) | 2,988 |
Total comprehensive loss | $ (12,243) | $ (90,245) | $ (48,644) | $ (152,735) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
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) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning Balance at Dec. 31, 2017 | $ 3,982,493 | $ 2,662 | $ 2,785,823 | $ 2,105,897 | $ 6,822 | $ (918,711) |
Beginning Balance (in shares) at Dec. 31, 2017 | 266,259,083 | 266,259,000 | ||||
Net loss | $ (45,130) | (45,130) | ||||
Foreign currency translation adjustment | (3,514) | (3,514) | ||||
Exercise of stock options | $ 485 | $ 1 | 484 | |||
Exercise of stock options (in shares) | 40,000 | 40,000 | ||||
Issuance of common stock | $ 4 | (4) | ||||
Issuance of common stock (in shares) | 381,000 | |||||
Vesting of restricted stock units (in shares) | 10,000 | |||||
Forfeitures of restricted stock (in shares) | (2,000) | |||||
Stock-based compensation | $ 19,272 | 19,272 | ||||
Payment of cash dividends | (13,275) | (13,275) | ||||
Dividend equivalents | (113) | (113) | ||||
Purchase of treasury stock | (59,879) | (59,879) | ||||
Ending Balance at Jun. 30, 2018 | $ 3,880,339 | $ 2,667 | $ 2,805,575 | $ 2,047,379 | $ 3,308 | $ (978,590) |
Ending Balance (in shares) at Jun. 30, 2018 | 266,687,633 | 266,688,000 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (45,130) | $ (155,723) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and impairment | 422,276 | 375,545 |
Dry holes and abandonments | 562 | 28 |
Deferred income tax benefit | (8,100) | (90,684) |
Stock-based compensation expense | 19,272 | 22,170 |
Net gain on asset disposals | (17,472) | (15,367) |
Amortization of debt discount and issuance costs | 387 | 173 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (22,363) | (135,542) |
Income taxes receivable | (22) | (1,141) |
Inventory and other assets | (25,277) | (29,186) |
Accounts payable | (23,432) | 58,372 |
Accrued expenses | (542) | (13,002) |
Other liabilities | 76 | (258) |
Net cash provided by operating activities | 300,235 | 15,385 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (3,800) | (434,194) |
Purchases of property and equipment | (317,783) | (186,790) |
Proceeds from disposal of assets | 21,005 | 34,997 |
Collection of note receivable | 23,760 | |
Net cash used in investing activities | (276,818) | (585,987) |
Cash flows from financing activities: | ||
Proceeds of equity offering | 471,570 | |
Purchases of treasury stock | (59,879) | (3,727) |
Proceeds from exercise of options | 485 | |
Dividends paid | (13,275) | (7,595) |
Debt issuance costs | (4,333) | |
Proceeds from long-term debt | 521,194 | |
Proceeds from borrowings under revolving credit facility | 79,000 | 161,000 |
Repayment of borrowings under revolving credit facility | (347,000) | (46,000) |
Net cash provided by financing activities | 176,192 | 575,248 |
Effect of foreign exchange rate changes on cash | (529) | 334 |
Net increase in cash and cash equivalents | 199,080 | 4,980 |
Cash and cash equivalents at beginning of period | 42,828 | 35,152 |
Cash and cash equivalents at end of period | 241,908 | 40,132 |
Net cash (paid) received during the period for: | ||
Interest, net of capitalized interest of $722 in 2018 and $409 in 2017 | (15,573) | (16,640) |
Income taxes | 21 | 967 |
Non-cash investing and financing activities: | ||
Receivable from property and equipment insurance | 15,000 | |
Net increase in payables for purchases of property and equipment | 75,032 | 33,938 |
Issuance of common stock for business acquisitions | 1,039,396 | |
Net (increase) decrease in deposits on equipment purchases | $ (5,419) | $ 3,133 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Statement Of Cash Flows [Abstract] | ||
Interest expense, capitalized interest | $ 722 | $ 409 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Basis of presentation - The unaudited interim condensed consolidated financial statements include the accounts of Patterson-UTI Energy, Inc. (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 (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“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, 2017, 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, 2017. The results of operations for the three and six months ended June 30, 2018 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 income, which is a separate component of stockholders’ equity. 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). On October 11, 2017, the Company acquired all of the issued and outstanding limited liability company interests of MS Directional, LLC (f/k/a Multi-Shot, LLC) (“MS Directional”). The Company’s results include the results of operations of MS Directional since October 11, 2017 (See Note 2). The acquisition of MS Directional created a new directional drilling reporting segment for the Company (See Note 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 adopted this new revenue guidance effective January 1, 2018, utilizing the modified retrospective method, and expanded its consolidated financial statement disclosures in order to comply with the update (See Note 3). The adoption of this update did not have a material impact on the Company’s consolidated financial statements. 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 may require the Company to separately account for 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 is currently evaluating the impact that this new guidance will have on its consolidated financial statements. 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 on January 1, 2018 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 on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements. In March 2018, the FASB issued an accounting standards update to update the income tax accounting in U.S. GAAP to reflect the SEC interpretive guidance released on December 22, 2017, when significant U.S. tax law changes were enacted with the enactment of the Tax Cuts and Jobs Act (“Tax Reform”). The adoption of this update in March 2018 did not have a material impact on the Company’s consolidated financial statements, as the Company was already following the SEC guidance. See Note 12 for additional information. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
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® rigs. Additionally, through the SSE merger, the Company acquired approximately 500,000 horsepower of fracturing equipment. The oilfield rentals business acquired through the SSE merger has a 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 following table represents the final 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 149,659 Inventory 8,518 Other current assets 19,038 Property and equipment 984,433 Other long-term assets 20,918 Intangible assets 22,500 Total identifiable assets acquired 1,242,872 Liabilities assumed Accounts payable and accrued liabilities 133,415 Deferred income taxes 32,881 Other long-term liabilities 1,734 Total liabilities assumed 168,030 Net identifiable assets acquired 1,074,842 Goodwill 436,554 Total net assets acquired $ 1,511,396 The goodwill reflected above has decreased $1.9 million from the original preliminary purchase price allocation as a result of measurement period adjustments, primarily related to a valuation adjustment to a long-term asset offset by valuation adjustments to accounts payable and accrued liabilities and deferred income taxes. 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, access to new geographies, access to new product lines, increased scale of operations, supply chain and corporate efficiencies as well as infrastructure optimization. The acquired goodwill was attributable to three operating segments, with $309 million to contract drilling, $121 million to pressure pumping and $6.3 million to oilfield rentals. 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 0.83 MS Directional On October 11, 2017, the Company acquired all of the issued and outstanding limited liability company interests of MS Directional. The aggregate consideration paid by the Company consisted of $69.8 million in cash and approximately 8.8 million shares of the Company’s common stock. The purchase price was 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 $257 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 acquisition has been accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date, 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 MS Directional shareholders 8,798 Company common stock price on October 11, 2017 $ 21.31 Fair value of common stock issued $ 187,494 Plus MS Directional long-term debt repaid by Company 63,000 Plus cash to sellers 6,781 Total fair value of consideration transferred $ 257,275 The final determination of the fair value of assets acquired and liabilities assumed at the acquisition date will be completed as soon as possible, but no later than one year from the acquisition 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 acquisition 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 MS Directional 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 $ 2,021 Accounts receivable 42,782 Inventory 28,060 Other current assets 155 Property and equipment 63,998 Other long-term assets 318 Intangible assets 74,682 Total identifiable assets acquired 212,016 Liabilities assumed Accounts payable and accrued liabilities 43,099 Other long-term liabilities 327 Total liabilities assumed 43,426 Net identifiable assets acquired 168,590 Goodwill 88,685 Total net assets acquired $ 257,275 The acquired goodwill is deductible for tax purposes. Among the factors that contributed to a purchase price resulting in the recognition of goodwill was MS Directional’s reputation as an experienced provider of high-quality directional drilling services in a safe and efficient manner, access to new product lines, favorable market trends underlying these new business lines, earnings and growth opportunities and future technology development possibilities. All of the goodwill acquired is attributable to the directional drilling 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 Developed technology $ 48,000 10.00 Customer relationships 26,200 3.00 Internal use software 482 5.00 $ 74,682 7.51 Pro Forma The results of SSE’s operations since the SSE merger date of April 20, 2017 and the results of MS Directional since the acquisition date of October 11, 2017 are included in the Company’s condensed consolidated statement of operations. It is impractical to quantify the contribution of the SSE operations since the merger, as the contract drilling and pressure pumping businesses were fully integrated into the Company’s existing operations in 2017. The contribution of MS Directional for the three and six months ended June 30, 2018 accounts for substantially all of the Company’s directional drilling segment. The following pro forma condensed combined financial information was derived from the historical financial statements of the Company, SSE and MS Directional and gives effect to the acquisitions as if they 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 the acquired entities, (iii) the 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 acquisitions. Additionally, the pro forma loss for the three months ended June 30, 2017 was adjusted to exclude the Company’s merger and integration-related costs of $51.2 million and SSE’s merger-related costs of $28.7 million. The pro forma loss for the six months ended June 30, 2017 was adjusted to exclude the Company’s merger and integration related costs of $56.3 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 MS Directional acquisition. The pro forma results of operations also do not include any estimated costs that have been or will be incurred by the Company to integrate the SSE and MS Directional operations. The pro forma condensed combined financial information has been included for comparative purposes and are not necessarily indicative of the results that might have actually occurred had the SSE merger and MS Directional acquisition 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 Six Months Ended June 30, 2017 June 30, 2017 Revenues $ 677,452 $ 1,208,239 Net loss (73,911 ) (143,855 ) Loss per share (0.34 ) (0.65 ) Superior QC, LLC (“Superior QC”) During February 2018, the Company acquired the business of Superior QC, including its assets and intellectual property. Superior QC is a provider of software used to improve the accuracy of horizontal wellbore placement. Superior QC’s measurement while drilling (MWD) survey fault detection, isolation and recovery (FDIR) service is a new data analytics technology to analyze MWD survey data in real-time and more accurately identify the position of the well. The results of operations for the acquired Superior QC business are reported under the Company’s directional drilling business segment. This acquisition was not material to the Company’s consolidated financial statements. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues ASC Topic 606 Revenue from Contracts with Customers On January 1, 2018, the Company adopted the new revenue guidance under Topic 606, Revenue from Contracts with Customers The Company’s contracts with customers include both long-term and short-term contracts. Services that primarily drive revenue earned for the Company include the operating business segments of contract drilling, pressure pumping and directional drilling that comprise the Company’s reportable segments. The Company also derives revenues from its other operations which include the Company’s operating business segments of oilfield rentals, oilfield technology, and oil and natural gas working interests. For more information on the Company’s business segments, see Note 14. Charges for services are considered a series of distinct services. Since each distinct service in a series would be satisfied over time if it were accounted for separately, and the entity would measure its progress towards satisfaction using the same measure of progress for each distinct service in the series, the Company is able to account for these integrated services as a single performance obligation that is satisfied over time. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, based on terms of the Company’s contracts with its customers. The consideration promised in a contract with a customer may include fixed amounts and/or variable amounts. Payments received for services are considered variable consideration as the time in service will fluctuate as the services are provided. Topic 606 provides an allocation exception, which allows the Company to allocate variable consideration to one or more distinct services promised in a series of distinct services that form part of a single performance obligation as long as certain criteria are met. These criteria state that the variable payment must relate specifically to the entity’s efforts to satisfy the performance obligation or transfer the distinct good or service, and allocation of the variable consideration is consistent with the standards’ allocation objective. Since payments received for services meet both of these criteria requirements, the Company recognizes revenue when the service is performed. An estimate of variable consideration should be constrained to the extent that it is not probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Payments received for other types of consideration are fully constrained as they are highly susceptible to factors outside the entity’s influence and therefore could be subject to a significant revenue reversal once resolved. As such, revenue received for these types of consideration is recognized when the service is performed. There are no unsatisfied performance obligations for which consideration is received. Estimates of variable consideration are subject to change as facts and circumstances evolve. As such, the Company will evaluate its estimates of variable consideration that are subject to constraints throughout the contract period and revise estimates, if necessary, at the end of each reporting period. The Company is a working interest owner of oil and natural gas properties located in Texas and New Mexico. The ownership terms are outlined in joint operating agreements for each well between the operator of the wells and the various interest owners, including the Company, who are considered non-operators of the well. Extractive Activities – Oil and Gas, Investments – Equity Method and Joint Ventures. Reimbursement Revenue – Reimbursements for the purchase of supplies, equipment, personnel services, shipping and other services that are provided at the request of the Company’s customers are recorded as revenue when incurred. The related costs are recorded as operating expenses when incurred. The Company’s disaggregated revenue recognized from contracts with customers is included in Note 14. Accounts Receivable and Contract Liabilities Accounts receivable is the Company’s right to consideration once it becomes unconditional. Payment terms range from 30 to 60 days. Accounts receivable balances were $598 million and $577 million as of June 30, 2018 and December 31, 2017, respectively. These balances do not include amounts related to the Company’s oil and gas working interests as those contracts are excluded from Topic 606. Accounts receivable balances are included in “Accounts Receivable” in the Condensed Consolidated Balance Sheets. The Company does not have any contract asset balances, and as such, contract balances are not presented at the net amount at a contract level. Contract liabilities include prepayments received from customers prior to the requested services being completed. Once the services are complete and have been invoiced, the prepayment is applied against the customer’s account to offset the accounts receivable balance. Also included in contract liabilities are payments received from customers for the initial mobilization of newly constructed or upgraded rigs that were moved on location to the initial well site. These mobilization payments are allocated to the overall performance obligation and amortized over the initial term of the contract. During the six months ended June 30, 2018, contract liabilities increased approximately $669,000 due to customer payments relating to the initial mobilization of upgraded rigs, and decreased approximately $802,000 due to amounts amortized and recorded in drilling revenue. Contract liability balances for customer prepayments were $2.2 million and $9.1 million as of June 30, 2018 and December 31, 2017, respectively. Contract liability balances for deferred mobilization payments relating to newly constructed or upgraded rigs were $4.6 million and $4.7 million as of June 30, 2018 and December 31, 2017, respectively. Contract liability balances for customer prepayments are included in “Accounts Payable” and contract liability balances for deferred mobilization payments are included in “Accrued Liabilities” in the Condensed Consolidated Balance Sheets. Contract Costs Costs incurred for newly constructed or rig upgrades based on a contract with a customer are considered capital improvements and are capitalized to drilling equipment and depreciated over the estimated useful life of the asset. Practical Expedients Adopted with Topic 606 The Company has elected to adopt the following practical expedients upon the transition date to Topic 606 on January 1, 2018: • Use of portfolio approach: An entity can apply this guidance to a portfolio of contracts (or performance obligations) with similar characteristics if the entity reasonably expects that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. • Excluding disclosure about transaction price: As a practical expedient, an entity need not disclose the information for a performance obligation if either of the following conditions is met: a) The performance obligation is part of a contract that has an original expected duration of one year or less. b) The entity recognizes revenue from the satisfaction of the performance obligation. • Excluding sales taxes from the transaction price: The scope of this policy election is the same as the scope of the policy election under previous guidance. This election provides exclusion from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the entity from a customer. • Costs of obtaining a contract: An entity can immediately expense costs of obtaining a contract if they would be amortized within a year. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following at June 30, 2018 and December 31, 2017 (in thousands): June 30, December 31, 2018 2017 Finished goods $ 2,462 $ 2,270 Work-in-process 2,281 529 Raw materials and supplies 76,415 66,368 Inventory $ 81,158 $ 69,167 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following at June 30, 2018 and December 31, 2017 (in thousands): June 30, December 31, 2018 2017 Equipment $ 8,275,471 $ 8,066,404 Oil and natural gas properties 215,846 211,566 Buildings 185,282 185,475 Land 26,144 26,593 Total property and equipment 8,702,743 8,490,038 Less accumulated depreciation, depletion and impairment (4,494,046 ) (4,235,308 ) Property and equipment, net $ 4,208,697 $ 4,254,730 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. 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 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 six month periods ended June 30, 2018 and management’s expectations of operating results in future periods, the Company concluded that no triggering event occurred during the six months ended June 30, 2018 with respect to its contract drilling segment, its pressure pumping segment, its directional drilling 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 all segments and its other operations will remain relatively stable or improve in response to relatively stable or increasing 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 approximately $4,000 in the three months ended June 30, 2018 and $6,000 in the six months ended June 30, 2018 and is included in depreciation, depletion, amortization and impairment in the condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill — Goodwill by operating segment as of June 30, 2018 and changes for the six months then ended are as follows (in thousands): Contract Pressure Directional Oilfield Drilling Pumping Drilling Rentals Total Balance at beginning of period $ 395,060 121,444 $ 88,685 6,284 $ 611,473 Changes to goodwill — — — — — Balance at end of period $ 395,060 $ 121,444 $ 88,685 $ 6,284 $ 611,473 There were no accumulated impairment losses related to goodwill as of June 30, 2018 or December 31, 2017. 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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 26,200 $ (6,310 ) 19,890 $ 26,200 $ (1,943 ) $ 24,257 Developed technology 55,772 (3,744 ) 52,028 48,000 (1,137 ) 46,863 Favorable drilling contracts 22,500 (21,775 ) 725 22,500 (18,482 ) 4,018 Internal use software 482 (70 ) 412 482 (21 ) 461 $ 104,954 $ (31,899 ) $ 73,055 $ 97,182 $ (21,583 ) $ 75,599 Amortization expense on intangible assets of approximately $4.9 million and $8.7 million was recorded in the three months ended June 30, 2018 and 2017, respectively. Amortization expense of intangible assets of approximately $10.3 million and $9.7 million was recorded in the six months ended June 30, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017 (in thousands): June 30, December 31, 2018 2017 Salaries, wages, payroll taxes and benefits $ 42,951 $ 50,443 Workers' compensation liability 82,789 80,751 Property, sales, use and other taxes 28,837 29,332 Insurance, other than workers' compensation 13,765 10,816 Accrued interest payable 17,003 7,558 Accrued merger and integration 3,874 16,101 Other 40,632 31,628 Total $ 229,851 $ 226,629 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long Term Debt | 8. Long Term Debt 2018 Credit Agreement — On March 27, 2018, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and lender, each of the other lenders and letter of credit issuers party thereto, The Bank of Nova Scotia and U.S. Bank National Association, as Co-Syndication Agents, Royal Bank of Canada, as Documentation Agent and Wells Fargo Securities, LLC, The Bank of Nova Scotia and U.S. Bank National Association, as Co-Lead Arrangers and Joint Book Runners. The Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $600 million, including 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. The applicable margin on LIBOR rate loans varies from 1.00% to 2.00% and the applicable No subsidiaries of the Company are currently required to be a guarantor under the Credit Agreement. However, if any subsidiary guarantees or incurs debt in excess of the Priority Debt Basket (as defined in the Credit Agreement), such subsidiary is required to become a guarantor under The Credit Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that the Company believes are customary for agreements of this nature, including certain restrictions on the ability of the Company and each subsidiary As of June 30, 2018, the Company had no amounts outstanding under the revolving credit facility. The Company had $81,000 in letters of credit outstanding under the revolving credit facility at June 30, 2018 and, as a result, had available borrowing capacity of approximately $600 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 June 30, 2018, the Company had $63.4 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. No subsidiaries of the Company currently guarantee payment under the Credit Agreement. Series A & B 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. No subsidiaries of the Company are currently required to be a guarantor 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 June 30, 2018. 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. 2028 Senior Notes – On January 19, 2018, the Company completed its offering of $525 million aggregate principal amount of the Company’s 3.95% Senior Notes due 2028 (the “2028 Notes”) initially guaranteed on a senior unsecured basis by certain of its subsidiaries. These guarantees were automatically released in connection with the Company’s entry into the Credit Agreement on March 27, 2018. The net proceeds before offering expenses were approximately $521 million of which the Company used $239 million to repay amounts outstanding under its revolving credit facility. The Company intends to use the remainder of the net proceeds for general corporate purposes. The Company pays interest on the 2028 Notes on February 1 and August 1 of each year. The 2028 Notes will mature on February 1, 2028. The 2028 Notes bear interest at a rate of 3.95% per annum. The 2028 Notes are No subsidiaries of the Company are currently required to be a guarantor under the 2028 Notes. If subsidiaries of the Company guarantee the 2028 Notes in the future, such The Company, at its option, may redeem the Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount The indenture pursuant to which the 2028 Notes were issued includes covenants that, among other things, limit the Company and its subsidiaries’ ability to incur Upon the occurrence of a change of control, as defined in the indenture, each holder of the 2028 Notes may require the Company to purchase all or a portion The indenture Debt issuance costs – 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 $354,000 and $710,000 for the three months ended June 30, 2018 and 2017, respectively, and $1.3 million and $1.3 million for the six months ended June 30, 2018 and 2017, respectively. Amortization of debt issuance costs for the six months ended June 30, 2018 includes $317,000 of debt issuance costs related to commitments by lenders under the Company’s previous credit agreement who did not participate in the 2018 Credit Agreement. Presented below is a schedule of the principal repayment requirements of long-term debt as of June 30, 2018 (in thousands): Year ending December 31, 2018 $ — 2019 — 2020 300,000 2021 — 2022 300,000 Thereafter 525,000 Total $ 1,125,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies As of June 30, 2018, the Company maintained letters of credit in the aggregate amount of $63.5 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 June 30, 2018, no amounts had been drawn under the letters of credit. As of June 30, 2018, the Company had commitments to purchase major equipment and make investments totaling approximately $162 million for its drilling, pressure pumping, directional drilling and oilfield rentals 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 2018, 2021 and 2041. As of June 30, 2018, the remaining obligation under these agreements was approximately $122 million, of which approximately $17.0 million relates to purchases required during the remainder of 2018. 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. On January 22, 2018, an accident at a drilling site in Pittsburg County, Oklahoma resulted in the losses of life of five people, including three of the Company’s employees. Lawsuits have been filed in the District Court for Pittsburg County, Oklahoma in connection with the five individuals who lost their lives and one of the Company’s employees who was injured in the accident. These lawsuits allege various causes of action against the Company and other defendants including negligence, gross negligence, knowledge that injury or death was substantially certain, acting with purpose, recklessness, wrongful death and survival, and the plaintiffs seek an unspecified amount of damages, including punitive or exemplary damages, costs, interest, and other relief. The Company disputes the plaintiffs’ allegations and intends to defend itself vigorously. Based on the information the Company has available as of the date of this Report, the Company believes that it has adequate insurance to cover any losses, excluding the applicable insurance deductibles and investigation-related expenses. However, if this accident is not fully covered by insurance or an enforceable and recoverable indemnity from a third party, it could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. The Company is party to various other 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 | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Cash Dividends — The Company paid cash dividends during the six months ended June 30, 2018 and 2017 as follows: 2018: Per Share Total (in thousands) Paid on March 22, 2018 $ 0.02 $ 4,443 Paid on June 21, 2018 0.04 8,832 $ 0.06 $ 13,275 2017: Per Share Total (in thousands) Paid on March 22, 2017 $ 0.02 $ 3,326 Paid on June 22, 2017 0.02 4,269 Total cash dividends $ 0.04 $ 7,595 On July 25, 2018, the Company’s Board of Directors approved a cash dividend on its common stock in the amount of $0.04 per share to be paid on September 20, 2018 to holders of record as of September 6, 2018. 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 authorized purchase of up to $200 million of the Company’s common stock in open market or privately negotiated transactions. All purchases executed to date have been through open market transactions. Purchases under the program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. Treasury stock acquisitions during the six months ended June 30, 2018 were as follows (dollars in thousands): Shares Cost Treasury shares at beginning of period 43,802,611 $ 918,711 Purchases pursuant to stock buyback program 2,603,317 50,530 Acquisitions pursuant to long-term incentive plan (1) 459,680 9,349 Treasury shares at end of period 46,865,608 $ 978,590 (1) The Company withheld 459,680 shares in the second quarter of 2018 with respect to employees’ tax withholding obligations upon vesting of restricted shares. These shares were acquired at fair market value pursuant to the terms of the Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan and not pursuant to the stock buyback program. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11. 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. 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 six months ended June 30, 2018 or 2017. Stock option activity from January 1, 2018 to June 30, 2018 follows: Weighted Average Underlying Exercise Price Shares Per Share Outstanding at January 1, 2018 6,037,150 $ 20.35 Exercised (40,000 ) $ 12.12 Expired (496,000 ) $ 29.01 Outstanding at June 30, 2018 5,501,150 $ 19.63 Exercisable at June 30, 2018 5,206,454 $ 19.69 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, 2018 to June 30, 2018 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock outstanding at January 1, 2018 1,530,338 $ 21.41 Vested (957,188 ) $ 21.52 Forfeited (2,884 ) $ 21.39 Non-vested restricted stock outstanding at June 30, 2018 570,266 $ 21.23 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. Forfeitable dividend equivalents are accrued on certain restricted stock units and will be paid upon vesting. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock unit activity from January 1, 2018 to June 30, 2018 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock units outstanding at January 1, 2018 1,337,273 $ 19.80 Granted 2,061,065 $ 18.97 Vested (10,234 ) $ 21.28 Forfeited (26,650 ) $ 19.92 Non-vested restricted stock units outstanding at June 30, 2018 3,361,454 $ 19.29 Performance Unit Awards. The Company has granted share-settled performance unit awards to certain employees (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive 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 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 In April 2018, 381,200 shares were issued to settle the 2015 Performance Units. For the Performance Units granted in April 2016, if the Company’s total shareholder return for the performance period 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 and April 2018, 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 granted in 2014-2018 is set forth below: 2018 2017 2016 2015 2014 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Target number of shares 310,700 186,198 185,000 190,600 154,000 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): 2018 2017 2016 2015 2014 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Fair value at date of grant $ 8,004 $ 5,780 $ 3,854 $ 4,052 $ 5,388 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): 2018 2017 2016 2015 2014 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Three months ended June 30, 2018 $ 667 $ 482 $ 321 NA NA Three months ended June 30, 2017 NA $ 321 $ 321 $ 338 NA Six months ended June 30, 2018 $ 667 $ 963 $ 642 $ 338 NA Six months ended June 30, 2017 NA $ 321 $ 642 $ 675 $ 449 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s 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. The Company’s effective income tax rate for the three months ended June 30, 2018 was 43.9%, compared with 37.9% for the three months ended June 30, 2017. The higher effective income tax rate for the three months ended June 30, 2018 was primarily attributable to changes in forecasted annual pretax income from the first quarter of 2018 to the second quarter of 2018. The Company’s effective income tax rate for the six months ended June 30, 2018 was 15.2%, compared with 37.5% for the six months ended June 30, 2017. The lower effective income tax rate for the six months ended June 30, 2018 was primarily attributable to the reduction to the U.S. federal statutory tax rate and additional limitations for the deductibility of meals and entertainment expenses as a result of Tax Reform. The Company also recorded a valuation allowance against the net deferred tax assets of a certain Canadian subsidiary of the Company due to a change in judgment as to the The Company recognized the income tax effects of Tax Reform in its audited financial statements included in the Company’s 2017 Annual Report on Form 10-K in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period during which Tax Reform was signed into law. The guidance also provides for a measurement period of up to one year from the enactment date of Tax Reform for the Company to complete its accounting for the U.S. tax law changes. As such, the Company’s 2017 financial results reflected the provisional estimate of the income tax effects of the Tax Reform. This continues to represent a provisional estimate of the impact of Tax Reform. The estimate of the impact of Tax Reform was based on certain assumptions and the Company’s current interpretation of Tax Reform. This estimate may change as the Company receives additional clarification and implementation guidance and as additional interpretations of Tax Reform become available. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 13. Earnings Per Share 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, performance units and restricted stock units. The dilutive effect of stock options, performance units 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 six months ended June 30, 2018 and 2017 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 Six Months Ended June 30, June 30, 2018 2017 2018 2017 BASIC EPS: Net loss attributed to common stockholders $ (10,713 ) $ (92,184 ) $ (45,130 ) $ (155,723 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 220,093 201,204 220,436 180,747 Basic net loss per common share $ (0.05 ) $ (0.46 ) $ (0.21 ) $ (0.86 ) DILUTED EPS: Net loss attributed to common stockholders $ (10,713 ) $ (92,184 ) $ (45,130 ) $ (155,723 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 220,093 201,204 220,436 180,747 Add dilutive effect of potential common shares — — — — Weighted average number of diluted common shares outstanding 220,093 201,204 220,436 180,747 Diluted net loss per common share $ (0.05 ) $ (0.46 ) $ (0.21 ) $ (0.86 ) Potentially dilutive securities excluded as anti-dilutive 9,903 9,475 9,903 9,475 |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | 14. Business Segments At June 30, 2018, the Company had three business segments: (i) contract drilling of oil and natural gas wells, (ii) pressure pumping services and (iii) directional drilling 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 Six Months Ended June 30, June 30, 2018 2017 2018 2017 Revenues: Contract drilling $ 350,340 $ 270,487 $ 678,493 $ 429,542 Pressure pumping 425,303 290,044 832,087 431,218 Directional drilling 52,705 — 101,321 — Other operations (a) 31,717 19,642 61,370 25,260 Elimination of intercompany revenues (b) (5,647 ) (987 ) (9,689 ) (1,659 ) Total revenues $ 854,418 $ 579,186 $ 1,663,582 $ 884,361 Income (loss) before income taxes: Contract drilling $ (251 ) $ (73,362 ) $ (17,354 ) $ (135,068 ) Pressure pumping 20,637 4,636 46,026 (18,255 ) Directional drilling (7,678 ) — (12,591 ) — Other operations (4,777 ) (4,563 ) (8,866 ) (6,514 ) Corporate (24,064 ) (68,753 ) (47,871 ) (87,748 ) Other operating income, net (c) 7,129 1,806 9,550 14,710 Interest income 2,360 642 3,783 1,048 Interest expense (12,667 ) (9,075 ) (26,292 ) (17,345 ) Other 216 131 385 148 Loss before income taxes $ (19,095 ) $ (148,538 ) $ (53,230 ) $ (249,024 ) Depreciation, depletion, amortization and impairment: Contract drilling $ 130,938 $ 161,414 $ 261,855 $ 271,973 Pressure pumping 57,862 47,805 114,384 90,055 Directional drilling 11,874 — 22,776 — Other operations 9,829 8,120 19,143 10,292 Corporate 1,881 1,989 4,118 3,225 Total depreciation, depletion, amortization and impairment $ 212,384 $ 219,328 $ 422,276 $ 375,545 Capital expenditures: Contract drilling $ 121,095 $ 71,326 $ 196,342 $ 115,547 Pressure pumping 56,195 38,780 81,118 58,193 Directional drilling 10,034 — 22,863 — Other operations 7,311 8,017 16,707 12,369 Corporate 227 227 753 681 Total capital expenditures $ 194,862 $ 118,350 $ 317,783 $ 186,790 June 30, December 31, 2018 2017 Identifiable assets: Contract drilling $ 3,906,510 $ 3,931,994 Pressure pumping 1,223,330 1,209,424 Directional drilling 323,131 301,275 Other operations 173,748 172,094 Corporate (d) 327,271 144,069 Total assets $ 5,953,990 $ 5,758,856 (a) Other operations includes the Company’s oilfield rentals business, pipe handling components and related technology business, oil and natural gas working interests and Middle East/North Africa activities. (b) Intercompany revenues consists of contract drilling intercompany revenues for services provided to other operations and also includes revenues from other operations for services provided to contract drilling, pressure pumping and within other operations. (c) Other operating income, net 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 certain legal-related expenses and settlements, net of insurance reimbursements. (d) Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | 15. 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 June 30, 2018 and December 31, 2017 is set forth below (in thousands): June 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Value Value Value Value Revolving credit facility $ — $ — $ 268,000 $ 268,000 3.95% Senior Notes 525,000 491,415 — — 4.97% Series A Senior Notes 300,000 304,641 300,000 303,966 4.27% Series B Senior Notes 300,000 298,869 300,000 295,616 Total debt $ 1,125,000 $ 1,094,925 $ 868,000 $ 867,582 The carrying value of the balances outstanding under the revolving credit facility approximated its fair value as this instrument has floating interest rates. The fair value of the 3.95% Senior Notes at June 30, 2018 is based on discounted cash flows associated with the notes using the market rate of interest at June 30, 2018 of 4.79%. The fair values of the Series A Notes and Series B Notes at June 30, 2018 and December 31, 2017 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 4.25% at June 30, 2018 and 4.46% at December 31, 2017. For the Series B Notes, the current market rates used in measuring this fair value were 4.38% at June 30, 2018 and 4.64% at December 31, 2017. 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Recently Issued Accounting Standards | 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 adopted this new revenue guidance effective January 1, 2018, utilizing the modified retrospective method, and expanded its consolidated financial statement disclosures in order to comply with the update (See Note 3). The adoption of this update did not have a material impact on the Company’s consolidated financial statements. 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 may require the Company to separately account for 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 is currently evaluating the impact that this new guidance will have on its consolidated financial statements. 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 on January 1, 2018 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 on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements. In March 2018, the FASB issued an accounting standards update to update the income tax accounting in U.S. GAAP to reflect the SEC interpretive guidance released on December 22, 2017, when significant U.S. tax law changes were enacted with the enactment of the Tax Cuts and Jobs Act (“Tax Reform”). The adoption of this update in March 2018 did not have a material impact on the Company’s consolidated financial statements, as the Company was already following the SEC guidance. See Note 12 for additional information. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Six Months Ended June 30, 2017 June 30, 2017 Revenues $ 677,452 $ 1,208,239 Net loss (73,911 ) (143,855 ) Loss per share (0.34 ) (0.65 ) |
Seventy Seven Energy Inc. | |
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 following table represents the final 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 149,659 Inventory 8,518 Other current assets 19,038 Property and equipment 984,433 Other long-term assets 20,918 Intangible assets 22,500 Total identifiable assets acquired 1,242,872 Liabilities assumed Accounts payable and accrued liabilities 133,415 Deferred income taxes 32,881 Other long-term liabilities 1,734 Total liabilities assumed 168,030 Net identifiable assets acquired 1,074,842 Goodwill 436,554 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 0.83 |
Multi Shot, LLC | |
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 MS Directional shareholders 8,798 Company common stock price on October 11, 2017 $ 21.31 Fair value of common stock issued $ 187,494 Plus MS Directional long-term debt repaid by Company 63,000 Plus cash to sellers 6,781 Total fair value of consideration transferred $ 257,275 |
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 acquisition date will be completed as soon as possible, but no later than one year from the acquisition 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 acquisition 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 MS Directional 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 $ 2,021 Accounts receivable 42,782 Inventory 28,060 Other current assets 155 Property and equipment 63,998 Other long-term assets 318 Intangible assets 74,682 Total identifiable assets acquired 212,016 Liabilities assumed Accounts payable and accrued liabilities 43,099 Other long-term liabilities 327 Total liabilities assumed 43,426 Net identifiable assets acquired 168,590 Goodwill 88,685 Total net assets acquired $ 257,275 |
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 Developed technology $ 48,000 10.00 Customer relationships 26,200 3.00 Internal use software 482 5.00 $ 74,682 7.51 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following at June 30, 2018 and December 31, 2017 (in thousands): June 30, December 31, 2018 2017 Finished goods $ 2,462 $ 2,270 Work-in-process 2,281 529 Raw materials and supplies 76,415 66,368 Inventory $ 81,158 $ 69,167 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at June 30, 2018 and December 31, 2017 (in thousands): June 30, December 31, 2018 2017 Equipment $ 8,275,471 $ 8,066,404 Oil and natural gas properties 215,846 211,566 Buildings 185,282 185,475 Land 26,144 26,593 Total property and equipment 8,702,743 8,490,038 Less accumulated depreciation, depletion and impairment (4,494,046 ) (4,235,308 ) Property and equipment, net $ 4,208,697 $ 4,254,730 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill by Operating Segment | Goodwill — Goodwill by operating segment as of June 30, 2018 and changes for the six months then ended are as follows (in thousands): Contract Pressure Directional Oilfield Drilling Pumping Drilling Rentals Total Balance at beginning of period $ 395,060 121,444 $ 88,685 6,284 $ 611,473 Changes to goodwill — — — — — Balance at end of period $ 395,060 $ 121,444 $ 88,685 $ 6,284 $ 611,473 |
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 June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer relationships $ 26,200 $ (6,310 ) 19,890 $ 26,200 $ (1,943 ) $ 24,257 Developed technology 55,772 (3,744 ) 52,028 48,000 (1,137 ) 46,863 Favorable drilling contracts 22,500 (21,775 ) 725 22,500 (18,482 ) 4,018 Internal use software 482 (70 ) 412 482 (21 ) 461 $ 104,954 $ (31,899 ) $ 73,055 $ 97,182 $ (21,583 ) $ 75,599 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017 (in thousands): June 30, December 31, 2018 2017 Salaries, wages, payroll taxes and benefits $ 42,951 $ 50,443 Workers' compensation liability 82,789 80,751 Property, sales, use and other taxes 28,837 29,332 Insurance, other than workers' compensation 13,765 10,816 Accrued interest payable 17,003 7,558 Accrued merger and integration 3,874 16,101 Other 40,632 31,628 Total $ 229,851 $ 226,629 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 (in thousands): Year ending December 31, 2018 $ — 2019 — 2020 300,000 2021 — 2022 300,000 Thereafter 525,000 Total $ 1,125,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Cash Dividends | Cash Dividends — The Company pai d cash dividends during the six months ended June 30, 2018 and 2017 as follows: 2018: Per Share Total (in thousands) Paid on March 22, 2018 $ 0.02 $ 4,443 Paid on June 21, 2018 0.04 8,832 $ 0.06 $ 13,275 2017: Per Share Total (in thousands) Paid on March 22, 2017 $ 0.02 $ 3,326 Paid on June 22, 2017 0.02 4,269 Total cash dividends $ 0.04 $ 7,595 |
Treasury Stock Acquisition | Treasury stock acquisitions during the six months ended June 30, 2018 were as follows (dollars in thousands): Shares Cost Treasury shares at beginning of period 43,802,611 $ 918,711 Purchases pursuant to stock buyback program 2,603,317 50,530 Acquisitions pursuant to long-term incentive plan (1) 459,680 9,349 Treasury shares at end of period 46,865,608 $ 978,590 (1) The Company withheld 459,680 shares in the second quarter of 2018 with respect to employees’ tax withholding obligations upon vesting of restricted shares. These shares were acquired at fair market value pursuant to the terms of the Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan and not pursuant to the stock buyback program. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Activity | Stock option activity from January 1, 2018 to June 30, 2018 follows: Weighted Average Underlying Exercise Price Shares Per Share Outstanding at January 1, 2018 6,037,150 $ 20.35 Exercised (40,000 ) $ 12.12 Expired (496,000 ) $ 29.01 Outstanding at June 30, 2018 5,501,150 $ 19.63 Exercisable at June 30, 2018 5,206,454 $ 19.69 |
Restricted Stock Activity | Restricted stock activity from January 1, 2018 to June 30, 2018 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock outstanding at January 1, 2018 1,530,338 $ 21.41 Vested (957,188 ) $ 21.52 Forfeited (2,884 ) $ 21.39 Non-vested restricted stock outstanding at June 30, 2018 570,266 $ 21.23 |
Restricted Stock Unit Activity | Restricted stock unit activity from January 1, 2018 to June 30, 2018 follows: Weighted Average Grant Date Fair Value Shares Per Share Non-vested restricted stock units outstanding at January 1, 2018 1,337,273 $ 19.80 Granted 2,061,065 $ 18.97 Vested (10,234 ) $ 21.28 Forfeited (26,650 ) $ 19.92 Non-vested restricted stock units outstanding at June 30, 2018 3,361,454 $ 19.29 |
Performance Units | The total target number of shares with respect to the Performance Units for the awards granted in 2014-2018 is set forth below: 2018 2017 2016 2015 2014 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Target number of shares 310,700 186,198 185,000 190,600 154,000 |
Fair Value of Performance Units | The fair value of the Performance Units is set forth below (in thousands): 2018 2017 2016 2015 2014 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Fair value at date of grant $ 8,004 $ 5,780 $ 3,854 $ 4,052 $ 5,388 |
Compensation Expense Associated with Performance Units | Compensation expense associated with the Performance Units is shown below (in thousands): 2018 2017 2016 2015 2014 Performance Performance Performance Performance Performance Unit Awards Unit Awards Unit Awards Unit Awards Unit Awards Three months ended June 30, 2018 $ 667 $ 482 $ 321 NA NA Three months ended June 30, 2017 NA $ 321 $ 321 $ 338 NA Six months ended June 30, 2018 $ 667 $ 963 $ 642 $ 338 NA Six months ended June 30, 2017 NA $ 321 $ 642 $ 675 $ 449 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [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 six months ended June 30, 2018 and 2017 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 Six Months Ended June 30, June 30, 2018 2017 2018 2017 BASIC EPS: Net loss attributed to common stockholders $ (10,713 ) $ (92,184 ) $ (45,130 ) $ (155,723 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 220,093 201,204 220,436 180,747 Basic net loss per common share $ (0.05 ) $ (0.46 ) $ (0.21 ) $ (0.86 ) DILUTED EPS: Net loss attributed to common stockholders $ (10,713 ) $ (92,184 ) $ (45,130 ) $ (155,723 ) Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock 220,093 201,204 220,436 180,747 Add dilutive effect of potential common shares — — — — Weighted average number of diluted common shares outstanding 220,093 201,204 220,436 180,747 Diluted net loss per common share $ (0.05 ) $ (0.46 ) $ (0.21 ) $ (0.86 ) Potentially dilutive securities excluded as anti-dilutive 9,903 9,475 9,903 9,475 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Six Months Ended June 30, June 30, 2018 2017 2018 2017 Revenues: Contract drilling $ 350,340 $ 270,487 $ 678,493 $ 429,542 Pressure pumping 425,303 290,044 832,087 431,218 Directional drilling 52,705 — 101,321 — Other operations (a) 31,717 19,642 61,370 25,260 Elimination of intercompany revenues (b) (5,647 ) (987 ) (9,689 ) (1,659 ) Total revenues $ 854,418 $ 579,186 $ 1,663,582 $ 884,361 Income (loss) before income taxes: Contract drilling $ (251 ) $ (73,362 ) $ (17,354 ) $ (135,068 ) Pressure pumping 20,637 4,636 46,026 (18,255 ) Directional drilling (7,678 ) — (12,591 ) — Other operations (4,777 ) (4,563 ) (8,866 ) (6,514 ) Corporate (24,064 ) (68,753 ) (47,871 ) (87,748 ) Other operating income, net (c) 7,129 1,806 9,550 14,710 Interest income 2,360 642 3,783 1,048 Interest expense (12,667 ) (9,075 ) (26,292 ) (17,345 ) Other 216 131 385 148 Loss before income taxes $ (19,095 ) $ (148,538 ) $ (53,230 ) $ (249,024 ) Depreciation, depletion, amortization and impairment: Contract drilling $ 130,938 $ 161,414 $ 261,855 $ 271,973 Pressure pumping 57,862 47,805 114,384 90,055 Directional drilling 11,874 — 22,776 — Other operations 9,829 8,120 19,143 10,292 Corporate 1,881 1,989 4,118 3,225 Total depreciation, depletion, amortization and impairment $ 212,384 $ 219,328 $ 422,276 $ 375,545 Capital expenditures: Contract drilling $ 121,095 $ 71,326 $ 196,342 $ 115,547 Pressure pumping 56,195 38,780 81,118 58,193 Directional drilling 10,034 — 22,863 — Other operations 7,311 8,017 16,707 12,369 Corporate 227 227 753 681 Total capital expenditures $ 194,862 $ 118,350 $ 317,783 $ 186,790 June 30, December 31, 2018 2017 Identifiable assets: Contract drilling $ 3,906,510 $ 3,931,994 Pressure pumping 1,223,330 1,209,424 Directional drilling 323,131 301,275 Other operations 173,748 172,094 Corporate (d) 327,271 144,069 Total assets $ 5,953,990 $ 5,758,856 (a) Other operations includes the Company’s oilfield rentals business, pipe handling components and related technology business, oil and natural gas working interests and Middle East/North Africa activities. (b) Intercompany revenues consists of contract drilling intercompany revenues for services provided to other operations and also includes revenues from other operations for services provided to contract drilling, pressure pumping and within other operations. (c) Other operating income, net 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 certain legal-related expenses and settlements, net of insurance reimbursements. (d) Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Inst36
Fair Values of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Outstanding Debt Balances | The estimated fair value of the Company’s outstanding debt balances as of June 30, 2018 and December 31, 2017 is set forth below (in thousands): June 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Value Value Value Value Revolving credit facility $ — $ — $ 268,000 $ 268,000 3.95% Senior Notes 525,000 491,415 — — 4.97% Series A Senior Notes 300,000 304,641 300,000 303,966 4.27% Series B Senior Notes 300,000 298,869 300,000 295,616 Total debt $ 1,125,000 $ 1,094,925 $ 868,000 $ 867,582 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
Multi Shot, LLC | |
Basis Of Consolidation And Presentation [Line Items] | |
Merger date | Oct. 11, 2017 |
Seventy Seven Energy Inc. | |
Basis Of Consolidation And Presentation [Line Items] | |
Merger date | Apr. 20, 2017 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) shares in Thousands | Oct. 11, 2017USD ($)shares | Apr. 20, 2017USD ($)Rigshpshares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 611,473,000 | $ 611,473,000 | $ 611,473,000 | ||||
Merger and integration related costs | 747,000 | $ 51,193,000 | 2,738,000 | $ 56,349,000 | |||
Contract Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 395,060,000 | 395,060,000 | 395,060,000 | ||||
Pressure Pumping | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 121,444,000 | 121,444,000 | 121,444,000 | ||||
Oilfield Rentals | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 6,284,000 | 6,284,000 | 6,284,000 | ||||
Directional Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 88,685,000 | $ 88,685,000 | $ 88,685,000 | ||||
Seventy Seven Energy Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Shares of common stock exchange in business acquisition | shares | 46,298 | ||||||
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 fracturing equipment | hp | 500,000 | ||||||
Decrease in goodwill due to measurement period adjustments | $ 1,900,000 | ||||||
Goodwill deductible for tax purposes | 0 | ||||||
Goodwill | 436,554,000 | ||||||
Merger and integration related costs | $ 28,700,000 | $ 36,700,000 | |||||
Seventy Seven Energy Inc. | Contract Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 309,000,000 | ||||||
Seventy Seven Energy Inc. | Pressure Pumping | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 121,000,000 | ||||||
Seventy Seven Energy Inc. | Oilfield Rentals | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 6,300,000 | ||||||
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 | ||||||
Repayment of outstanding debt | $ 63,000,000 | ||||||
Merger date | Oct. 11, 2017 | ||||||
Total fair value of the consideration transferred | 257,275,000 | ||||||
Goodwill | 88,685,000 | ||||||
Aggregate consideration to be paid by the company | 69,800,000 | ||||||
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. | ||||||
MS Directional | Directional Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 88,685,000,000 |
Total Fair Value of Considerati
Total Fair Value of Consideration Transferred (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 11, 2017 | Apr. 20, 2017 |
Seventy Seven Energy Inc. | ||
Business Acquisition [Line Items] | ||
Shares of Company common stock issued to shareholders | 46,298 | |
Company common stock price | $ 22.45 | |
Fair value of common stock issued | $ 1,039,396 | |
Plus long-term debt repaid by Company | 472,000 | |
Total fair value of consideration transferred | $ 1,511,396 | |
MS Directional | ||
Business Acquisition [Line Items] | ||
Shares of Company common stock issued to shareholders | 8,798 | |
Company common stock price | $ 21.31 | |
Fair value of common stock issued | $ 187,494 | |
Plus long-term debt repaid by Company | 63,000 | |
Plus cash to sellers | 6,781 | |
Total fair value of consideration transferred | $ 257,275 |
Schedule of Total Purchase Pric
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Oct. 11, 2017 | Apr. 20, 2017 |
Liabilities assumed | ||||
Goodwill | $ 611,473 | $ 611,473 | ||
Seventy Seven Energy Inc. | ||||
Identifiable assets acquired | ||||
Cash and cash equivalents | $ 37,806 | |||
Accounts receivable | 149,659 | |||
Inventory | 8,518 | |||
Other current assets | 19,038 | |||
Property and equipment | 984,433 | |||
Other long-term assets | 20,918 | |||
Intangible assets | 22,500 | |||
Total identifiable assets acquired | 1,242,872 | |||
Liabilities assumed | ||||
Accounts payable and accrued liabilities | 133,415 | |||
Deferred income taxes | 32,881 | |||
Other long-term liabilities | 1,734 | |||
Total liabilities assumed | 168,030 | |||
Net identifiable assets acquired | 1,074,842 | |||
Goodwill | 436,554 | |||
Total net assets acquired | $ 1,511,396 | |||
MS Directional | ||||
Identifiable assets acquired | ||||
Cash and cash equivalents | $ 2,021 | |||
Accounts receivable | 42,782 | |||
Inventory | 28,060 | |||
Other current assets | 155 | |||
Property and equipment | 63,998 | |||
Other long-term assets | 318 | |||
Intangible assets | 74,682 | |||
Total identifiable assets acquired | 212,016 | |||
Liabilities assumed | ||||
Accounts payable and accrued liabilities | 43,099 | |||
Other long-term liabilities | 327 | |||
Total liabilities assumed | 43,426 | |||
Net identifiable assets acquired | 168,590 | |||
Goodwill | 88,685 | |||
Total net assets acquired | $ 257,275 |
Portion of Fair Value Considera
Portion of Fair Value Consideration Transferred Provisionally Assigned to Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Oct. 11, 2017 | Apr. 20, 2017 |
Seventy Seven Energy Inc. | ||
Business Acquisition [Line Items] | ||
Fair Value, Assets, Portion of the fair value consideration transferred | $ 22,500 | |
Seventy Seven Energy Inc. | 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 | 9 months 29 days | |
MS Directional | ||
Business Acquisition [Line Items] | ||
Fair Value, Assets, Portion of the fair value consideration transferred | $ 74,682 | |
Weighted Average Useful Life, Identifiable intangible assets | 7 years 6 months 3 days | |
MS Directional | Developed Technology | ||
Business Acquisition [Line Items] | ||
Fair Value, Assets, Portion of the fair value consideration transferred | $ 48,000 | |
Weighted Average Useful Life, Identifiable intangible assets | 10 years | |
MS Directional | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair Value, Assets, Portion of the fair value consideration transferred | $ 26,200 | |
Weighted Average Useful Life, Identifiable intangible assets | 3 years | |
MS Directional | Internal Use Software | ||
Business Acquisition [Line Items] | ||
Fair Value, Assets, Portion of the fair value consideration transferred | $ 482 | |
Weighted Average Useful Life, Identifiable intangible assets | 5 years |
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 | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Revenues | $ 677,452 | $ 1,208,239 |
Net loss | $ (73,911) | $ (143,855) |
Loss per share | $ (0.34) | $ (0.65) |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable balances | $ 602,748,000 | $ 580,354,000 |
ASC Topic 606 Revenue from Contracts with Customers | ||
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable balances | 598,000,000 | 577,000,000 |
ASC Topic 606 Revenue from Contracts with Customers | Contract Drilling | ||
Disaggregation Of Revenue [Line Items] | ||
Increase (decrease) in contract liabilities | (802,000) | |
ASC Topic 606 Revenue from Contracts with Customers | Customer Payments | ||
Disaggregation Of Revenue [Line Items] | ||
Increase (decrease) in contract liabilities | 669,000 | |
ASC Topic 606 Revenue from Contracts with Customers | Customer Prepayments | ||
Disaggregation Of Revenue [Line Items] | ||
Contract liability balances included in accounts payable and accrued liabilities | 2,200,000 | 9,100,000 |
ASC Topic 606 Revenue from Contracts with Customers | Deferred Mobilization Payments | ||
Disaggregation Of Revenue [Line Items] | ||
Contract liability balances included in accounts payable and accrued liabilities | $ 4,600,000 | $ 4,700,000 |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable payment terms | 60 days | |
Performance obligation original expected duration | 1 year | |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Accounts receivable payment terms | 30 days |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Net [Abstract] | ||
Finished goods | $ 2,462 | $ 2,270 |
Work-in-process | 2,281 | 529 |
Raw materials and supplies | 76,415 | 66,368 |
Inventory | $ 81,158 | $ 69,167 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 8,702,743 | $ 8,490,038 |
Less accumulated depreciation, depletion and impairment | (4,494,046) | (4,235,308) |
Property and equipment, net | 4,208,697 | 4,254,730 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 8,275,471 | 8,066,404 |
Oil and natural gas properties | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 215,846 | 211,566 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 185,282 | 185,475 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 26,144 | $ 26,593 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||
Impairment expense related to oil and natural gas properties | $ 4,000 | $ 6,000 |
Goodwill by Operating Segment (
Goodwill by Operating Segment (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Balance at beginning of period | $ 611,473 |
Changes to goodwill | 0 |
Balance at end of period | 611,473 |
Contract Drilling | |
Goodwill [Line Items] | |
Balance at beginning of period | 395,060 |
Changes to goodwill | 0 |
Balance at end of period | 395,060 |
Pressure Pumping | |
Goodwill [Line Items] | |
Balance at beginning of period | 121,444 |
Changes to goodwill | 0 |
Balance at end of period | 121,444 |
Directional Drilling | |
Goodwill [Line Items] | |
Balance at beginning of period | 88,685 |
Changes to goodwill | 0 |
Balance at end of period | 88,685 |
Oilfield Rentals | |
Goodwill [Line Items] | |
Balance at beginning of period | 6,284 |
Changes to goodwill | 0 |
Balance at end of period | $ 6,284 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Accumulated impairment losses | $ 0 | $ 0 | $ 0 | ||
Amortization expense on intangible assets | $ 4,900,000 | $ 8,700,000 | $ 10,300,000 | $ 9,700,000 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 104,954 | $ 97,182 |
Accumulated Amortization | (31,899) | (21,583) |
Net Carrying Amount | 73,055 | 75,599 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,200 | 26,200 |
Accumulated Amortization | (6,310) | (1,943) |
Net Carrying Amount | 19,890 | 24,257 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 55,772 | 48,000 |
Accumulated Amortization | (3,744) | (1,137) |
Net Carrying Amount | 52,028 | 46,863 |
Favorable Drilling Contracts | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,500 | 22,500 |
Accumulated Amortization | (21,775) | (18,482) |
Net Carrying Amount | 725 | 4,018 |
Internal Use Software | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 482 | 482 |
Accumulated Amortization | (70) | (21) |
Net Carrying Amount | $ 412 | $ 461 |
Summary of Accrued Expenses (De
Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Salaries, wages, payroll taxes and benefits | $ 42,951 | $ 50,443 |
Workers' compensation liability | 82,789 | 80,751 |
Property, sales, use and other taxes | 28,837 | 29,332 |
Insurance, other than workers' compensation | 13,765 | 10,816 |
Accrued interest payable | 17,003 | 7,558 |
Accrued merger and integration | 3,874 | 16,101 |
Other | 40,632 | 31,628 |
Accrued expenses | $ 229,851 | $ 226,629 |
Long Term Debt - Credit Facilit
Long Term Debt - Credit Facilities - Additional Information (Detail) | Mar. 27, 2018USD ($)Option | Mar. 16, 2015 | Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 63,500,000 | $ 63,500,000 | ||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit, amount outstanding | 0 | 0 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit, amount outstanding | 0 | 0 | ||
Line of credit, available borrowing capacity | $ 600,000,000 | $ 600,000,000 | ||
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit agreement date | Mar. 27, 2018 | |||
Credit agreement, financial covenant description | the Company’s total debt to capitalization ratio, expressed as a percentage, not exceed 50%. 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 end of the most recently ended fiscal quarter. | |||
Credit Agreement | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee rate payable to lenders based on credit rating | 0.10% | |||
Debt service coverage ratio | 150.00% | |||
Credit Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee rate payable to lenders based on credit rating | 0.30% | |||
Debt to capitalization ratio, percentage the Company must not exceed at any time | 50.00% | |||
Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.00% | |||
Credit Agreement | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.00% | |||
Credit Agreement | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 600,000,000 | |||
Debt maturity date | Mar. 27, 2023 | |||
Debt instrument, number of optional extensions to initial maturity date | Option | 2 | |||
Optional extension period of initial maturity date | 1 year | |||
Letters of credit outstanding | $ 81,000 | $ 81,000 | ||
Credit Agreement | Revolving Credit Facility | Subject To Customary Conditions | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 900,000,000 | |||
Credit facility, additional borrowing capacity | 300,000,000 | |||
Credit Agreement | Revolving Credit Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | 150,000,000 | |||
Credit Agreement | Revolving Credit Facility | Swing Line Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 20,000,000 | |||
Reimbursement Agreement | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 63,400,000 | $ 63,400,000 | ||
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) | Jan. 19, 2018USD ($) | Jun. 14, 2012USD ($)Covenant | Oct. 05, 2010USD ($)Covenant | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Repayment of borrowings | $ 347,000,000 | $ 46,000,000 | |||||
Proceeds from borrowings, before offering expenses | 79,000,000 | 161,000,000 | |||||
Interest expense related to amortization of debt issuance costs | $ 354,000 | $ 710,000 | $ 1,300,000 | $ 1,300,000 | |||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of borrowings | $ 239,000,000 | ||||||
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. | ||||||
Debt instrument, redemption percentage | 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 June 30, 2018. | ||||||
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. | ||||||
Debt instrument, redemption percentage | 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 June 30, 2018. | ||||||
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% | ||||||
3.95% Senior Notes Due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Debt maturity date | Feb. 1, 2028 | ||||||
Long-term debt, aggregate principal amount | $ 525,000,000 | ||||||
Debt interest rate | 3.95% | 3.95% | 3.95% | ||||
Debt instrument, redemption percentage | 100.00% | ||||||
Proceeds from borrowings, before offering expenses | $ 521,000,000 | ||||||
Debt payment term | The Company pays interest on the 2028 Notes on February 1 and August 1 of each year. | ||||||
Debt instrument redemption description | The Company, at its option, may redeem the Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, on those 2028 Notes to the redemption date, plus a make-whole premium. Additionally, commencing on November 1, 2027, the Company, at its option, may redeem the 2028 Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, on those 2028 Notes to the redemption date. | ||||||
Debt instrument redemption upon the occurrence of change of control, description | Upon the occurrence of a change of control, as defined in the indenture, each holder of the 2028 Notes may require the Company to purchase all or a portion of such holder’s 2028 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. | ||||||
Redemption price percentage of principal amount of debt instrument on change of control | 101.00% | ||||||
Previous Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense related to amortization of debt issuance costs | $ 317,000 |
Schedule of Principal Repayment
Schedule of Principal Repayment Requirements of Long-Term Debt (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,020 | $ 300,000 |
2,022 | 300,000 |
Thereafter | 525,000 |
Total | $ 1,125,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |
Letters of credit, collateral for retrospective premiums and retained losses | $ 63,500,000 |
Commitments to purchase major equipment and investments | 162,000,000 |
Current obligation | 122,000,000 |
Purchase obligations for remainder of 2018 | 17,000,000 |
Letter of Credit | |
Commitments and Contingencies Disclosure [Line Items] | |
Amount drawn under letters of credit | $ 0 |
Cash Dividends (Detail)
Cash Dividends (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Dividends Payable [Line Items] | ||||
Cash dividends paid, per share | $ 0.04 | $ 0.02 | $ 0.06 | $ 0.04 |
Cash dividends paid | $ 13,275 | $ 7,595 | ||
Installment 1, FY 2018 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Mar. 22, 2018 | |||
Cash dividends paid, per share | $ 0.02 | |||
Cash dividends paid | $ 4,443 | |||
Installment 2, FY 2018 | ||||
Dividends Payable [Line Items] | ||||
Cash dividends paid, date | Jun. 21, 2018 | |||
Cash dividends paid, per share | $ 0.04 | |||
Cash dividends paid | $ 8,832 | |||
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 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jul. 25, 2018 | Jun. 30, 2018 | Sep. 06, 2013 |
2013 program | |||
Class Of Stock [Line Items] | |||
Remaining amount approved for repurchases under stock buyback program | $ 136,000,000 | ||
2013 program | Maximum | |||
Class Of Stock [Line Items] | |||
Amount approved for repurchases under stock buyback program | $ 200,000,000 | ||
Subsequent Event | 2013 program | |||
Class Of Stock [Line Items] | |||
Amount approved for repurchases under stock buyback program | $ 250,000,000 | ||
Subsequent Event | Dividend Declared | |||
Class Of Stock [Line Items] | |||
Dividend declaration date | Jul. 25, 2018 | ||
Dividend per share, declared | $ 0.04 | ||
Dividend payment date | Sep. 20, 2018 | ||
Dividend record date | Sep. 6, 2018 |
Treasury Stock Acquisition (Det
Treasury Stock Acquisition (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)shares | ||
Schedule of Treasury Stock [Line Items] | ||
Treasury shares at beginning of period | shares | 43,802,611 | |
Treasury shares at end of period | shares | 46,865,608 | |
Treasury shares at beginning of period | $ 918,711 | |
Treasury stock acquired, cost | 59,879 | |
Treasury shares at end of period | $ 978,590 | |
Stock Buyback Program | ||
Schedule of Treasury Stock [Line Items] | ||
Treasury stock acquired, shares | shares | 2,603,317 | |
Treasury stock acquired, cost | $ 50,530 | |
Long Term Incentive Plan | ||
Schedule of Treasury Stock [Line Items] | ||
Treasury stock acquired, shares | shares | 459,680 | [1] |
Treasury stock acquired, cost | $ 9,349 | [1] |
[1] | The Company withheld 459,680 shares in the second quarter of 2018 with respect to employees’ tax withholding obligations upon vesting of restricted shares. These shares were acquired at fair market value pursuant to the terms of the Patterson-UTI Energy, Inc. 2014 Long-Term Incentive Plan and not pursuant to the stock buyback program. |
Treasury Stock Acquisition (Par
Treasury Stock Acquisition (Paranthetical) (Detail) | 3 Months Ended |
Jun. 30, 2018shares | |
Long Term Incentive Plan | |
Schedule of Treasury Stock [Line Items] | |
Employees’ tax withholding obligations upon vesting of restricted shares | 459,680 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of stock option granted | 0 | 0 | 0 | 0 | |
Performance Units Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Performance period | 3 years | ||||
Performance Units Awards | 2015 | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued | 381,200 | ||||
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. |
Stock Option Activity (Detail)
Stock Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares | |
Outstanding at beginning of period | shares | 6,037,150 |
Exercised | shares | (40,000) |
Expired | shares | (496,000) |
Outstanding at end of period | shares | 5,501,150 |
Exercisable at end of year | shares | 5,206,454 |
Weighted Average Exercise Price Per Share | |
Outstanding at beginning of period | $ / shares | $ 20.35 |
Exercised | $ / shares | 12.12 |
Expired | $ / shares | 29.01 |
Outstanding at end of period | $ / shares | 19.63 |
Exercisable at end of year | $ / shares | $ 19.69 |
Restricted Stock Activity (Deta
Restricted Stock Activity (Detail) - Restricted Stock Awards | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares | |
Outstanding at beginning of period | shares | 1,530,338 |
Vested | shares | (957,188) |
Forfeited | shares | (2,884) |
Outstanding at end of period | shares | 570,266 |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period | $ / shares | $ 21.41 |
Vested | $ / shares | 21.52 |
Forfeited | $ / shares | 21.39 |
Outstanding at end of period | $ / shares | $ 21.23 |
Restricted Stock Unit Activity
Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares | |
Outstanding at beginning of period | shares | 1,337,273 |
Granted | shares | 2,061,065 |
Vested | shares | (10,234) |
Forfeited | shares | (26,650) |
Outstanding at end of period | shares | 3,361,454 |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period | $ / shares | $ 19.80 |
Granted | $ / shares | 18.97 |
Vested | $ / shares | 21.28 |
Forfeited | $ / shares | 19.92 |
Outstanding at end of period | $ / shares | $ 19.29 |
Performance Units (Detail)
Performance Units (Detail) | 6 Months Ended |
Jun. 30, 2018shares | |
2,018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Target number of shares | 310,700 |
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 |
Fair Value of Performance Units
Fair Value of Performance Units (Detail) - Performance Units Awards $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
2,018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair value at date of grant | $ 8,004 |
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 |
Compensation Expense Associated
Compensation Expense Associated with Performance Units (Detail) - Performance Units Awards - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
2,018 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 667 | $ 667 | ||
2,017 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | 482 | $ 321 | 963 | $ 321 |
2,016 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 321 | 321 | 642 | 642 |
2,015 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 338 | $ 338 | 675 | |
2,014 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense associated with Performance Units | $ 449 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 43.90% | 37.90% | 15.20% | 37.50% |
Maximum measurement period to complete accounting for tax law changes | 1 year |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
BASIC EPS: | ||||
Net loss attributed to common stockholders | $ (10,713) | $ (92,184) | $ (45,130) | $ (155,723) |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock | 220,093 | 201,204 | 220,436 | 180,747 |
Basic net loss per common share | $ (0.05) | $ (0.46) | $ (0.21) | $ (0.86) |
DILUTED EPS: | ||||
Net loss attributed to common stockholders | $ (10,713) | $ (92,184) | $ (45,130) | $ (155,723) |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock | 220,093 | 201,204 | 220,436 | 180,747 |
Weighted average number of diluted common shares outstanding | 220,093 | 201,204 | 220,436 | 180,747 |
Diluted net loss per common share | $ (0.05) | $ (0.46) | $ (0.21) | $ (0.86) |
Potentially dilutive securities excluded as anti-dilutive | 9,903 | 9,475 | 9,903 | 9,475 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 3 |
Business Segments - Revenues (D
Business Segments - Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | $ 854,418 | $ 579,186 | $ 1,663,582 | $ 884,361 | |
Contract Drilling | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 349,922 | 270,111 | 677,725 | 428,839 | |
Pressure Pumping | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 425,303 | 290,044 | 832,087 | 431,218 | |
Directional Drilling | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 52,705 | 101,321 | |||
Other Operations | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [1] | 31,717 | 19,642 | 61,370 | 25,260 |
Operating Segments | Contract Drilling | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 350,340 | 270,487 | 678,493 | 429,542 | |
Operating Segments | Pressure Pumping | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 425,303 | 290,044 | 832,087 | 431,218 | |
Operating Segments | Directional Drilling | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | 52,705 | 101,321 | |||
Intersegment Elimination | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Total revenues | [2] | $ (5,647) | $ (987) | $ (9,689) | $ (1,659) |
[1] | Other operations includes the Company’s oilfield rentals business, pipe handling components and related technology business, oil and natural gas working interests and Middle East/North Africa activities. | ||||
[2] | Intercompany revenues consists of contract drilling intercompany revenues for services provided to other operations and 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 | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | $ (9,004) | $ (140,236) | $ (31,106) | $ (232,875) | |
Other operating income, net | [1] | 7,129 | 1,806 | 9,550 | 14,710 |
Interest income | 2,360 | 642 | 3,783 | 1,048 | |
Interest expense | (12,667) | (9,075) | (26,292) | (17,345) | |
Other | 216 | 131 | 385 | 148 | |
Loss before income taxes | (19,095) | (148,538) | (53,230) | (249,024) | |
Other Operations | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | (4,777) | (4,563) | (8,866) | (6,514) | |
Corporate | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | (24,064) | (68,753) | (47,871) | (87,748) | |
Operating Segments | Contract Drilling | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | (251) | (73,362) | (17,354) | (135,068) | |
Operating Segments | Pressure Pumping | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | 20,637 | $ 4,636 | 46,026 | $ (18,255) | |
Operating Segments | Directional Drilling | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Operating income (loss) | $ (7,678) | $ (12,591) | |||
[1] | Other operating income, net 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 certain legal-related expenses and settlements, net of insurance reimbursements. |
Business Segments - Depreciatio
Business Segments - Depreciation, Depletion, Amortization and Impairment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | $ 212,384 | $ 219,328 | $ 422,276 | $ 375,545 |
Other Operations | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 9,829 | 8,120 | 19,143 | 10,292 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 1,881 | 1,989 | 4,118 | 3,225 |
Operating Segments | Contract Drilling | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 130,938 | 161,414 | 261,855 | 271,973 |
Operating Segments | Pressure Pumping | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | 57,862 | $ 47,805 | 114,384 | $ 90,055 |
Operating Segments | Directional Drilling | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, depletion, amortization and impairment | $ 11,874 | $ 22,776 |
Business Segments - Capital Exp
Business Segments - Capital Expenditures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 194,862 | $ 118,350 | $ 317,783 | $ 186,790 |
Other Operations | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 7,311 | 8,017 | 16,707 | 12,369 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 227 | 227 | 753 | 681 |
Operating Segments | Contract Drilling | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 121,095 | 71,326 | 196,342 | 115,547 |
Operating Segments | Pressure Pumping | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 56,195 | $ 38,780 | 81,118 | $ 58,193 |
Operating Segments | Directional Drilling | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 10,034 | $ 22,863 |
Business Segments - Assets (Det
Business Segments - Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 5,953,990 | $ 5,758,856 | |
Other Operations | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 173,748 | 172,094 | |
Corporate | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | [1] | 327,271 | 144,069 |
Operating Segments | Contract Drilling | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 3,906,510 | 3,931,994 | |
Operating Segments | Pressure Pumping | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 1,223,330 | 1,209,424 | |
Operating Segments | Directional Drilling | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 323,131 | $ 301,275 | |
[1] | Corporate assets primarily include cash on hand and certain property and equipment. |
Estimated Fair Value of Outstan
Estimated Fair Value of Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 1,125,000 | $ 868,000 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 1,094,925 | 867,582 |
Revolving Credit Facility | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 268,000 | |
Revolving Credit Facility | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 268,000 | |
3.95% Senior Notes Due 2028 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 525,000 | |
3.95% Senior Notes Due 2028 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 491,415 | |
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 | 304,641 | 303,966 |
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 | $ 298,869 | $ 295,616 |
Fair Values of Financial Inst75
Fair Values of Financial Instruments - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Jan. 19, 2018 | Jun. 14, 2012 | Oct. 05, 2010 | |
3.95% Senior Notes Due 2028 | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Debt interest rate | 3.95% | 3.95% | |||
Current market rates used in measuring fair value | 4.79% | ||||
4.97% Series A Senior Notes, Due October 5th 2020 | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Debt interest rate | 4.97% | ||||
Current market rates used in measuring fair value | 4.25% | 4.46% | |||
4.27% Series B Senior Notes, Due June 14th 2022 | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Debt interest rate | 4.27% | ||||
Current market rates used in measuring fair value | 4.38% | 4.64% |