UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-22664
Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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| 75-2504748 | |
(State or other jurisdiction of incorporation or organization) |
|
| (I.R.S. Employer Identification No.) |
10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas |
| 77064 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code:
(281) 765-7100
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of Exchange on Which Registered |
Common Stock, $0.01 Par Value |
| PTEN |
| The Nasdaq Global Select Market |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ��� or No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ or No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ or No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☒ |
| Accelerated filer |
| ☐ |
|
|
| Smaller reporting company |
| ☐ | |
Non-accelerated filer |
| ☐ |
| Emerging growth company |
| ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $2.3 billion, calculated by reference to the closing price of $11.51 for the common stock on the Nasdaq Global Select Market on that date.
As of February 7, 2020, the registrant had outstanding 192,151,761 shares of common stock, $0.01 par value, its only class of common stock.
Documents incorporated by reference:
Portions of the registrant’s definitive proxy statement for the 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
EXPLANATORY NOTE
Patterson-UTI Energy, Inc. (the “Company”) is filing this Amendment No. 1 (“Form 10-K/A”) to its Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on February 13, 2020 (the “Original Form 10-K”), solely to correct a typographical error in the text of the Consent of Independent Registered Public Accounting Firm, which was filed as an exhibit to the Original Form 10-K (the “Consent”). The Consent incorrectly identified the date of the report of PricewaterhouseCoopers LLP included in the Original Form 10-K. A corrected consent with corrected information is filed as an exhibit attached hereto. There are no other changes to the Original Form 10-K or the Consent.
This Form 10-K/A speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedule.
(a)(3) Exhibits
The following exhibits are filed herewith.
23.1 |
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31.1 |
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31.2 |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Patterson-UTI Energy, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PATTERSON-UTI ENERGY, INC. | ||
|
| |
By: |
| /s/ C. Andrew Smith |
|
| C. Andrew Smith |
|
| Executive Vice President and Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
Date: February 14, 2020
