Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Entity File Number | 1-39270 | |
Entity Registrant Name | Patterson-UTI Energy, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 75-2504748 | |
Entity Address, Address Line One | 10713 W. Sam Houston Pkwy N | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77064 | |
City Area Code | 281 | |
Local Phone Number | 765-7100 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | PTEN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 401,701,388 | |
Entity Central Index Key | 0000889900 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 170,247 | $ 192,680 |
Accounts receivable, net of allowance for credit losses of $12,866 and $3,490 at March 31, 2024 and December 31, 2023, respectively | 872,773 | 971,091 |
Inventory | 183,178 | 180,805 |
Other current assets | 128,504 | 141,122 |
Total current assets | 1,354,702 | 1,485,698 |
Property and equipment, net | 3,319,345 | 3,340,412 |
Operating lease right of use asset | 51,272 | 47,599 |
Finance lease right of use asset | 32,888 | 63,228 |
Goodwill | 1,379,741 | 1,379,741 |
Intangible assets, net | 1,023,004 | 1,051,697 |
Deposits on equipment purchases | 41,857 | 28,305 |
Other assets | 18,595 | 19,424 |
Deferred tax assets, net | 4,784 | 3,927 |
Total assets | 7,226,188 | 7,420,031 |
Current liabilities: | ||
Accounts payable | 544,864 | 534,420 |
Accrued liabilities | 323,984 | 446,268 |
Operating lease liability | 13,914 | 13,541 |
Finance lease liability | 21,733 | 43,980 |
Current maturities of long-term debt | 12,406 | 12,226 |
Total current liabilities | 916,901 | 1,050,435 |
Long-term operating lease liability | 40,227 | 37,848 |
Long-term finance lease liability | 11,550 | 12,953 |
Long-term debt, net of debt discount and issuance costs of $8,597 and $8,919 at March 31, 2024 and December 31, 2023, respectively | 1,221,058 | 1,224,941 |
Deferred tax liabilities, net | 268,421 | 248,107 |
Other liabilities | 16,174 | 25,066 |
Total liabilities | 2,474,331 | 2,599,350 |
Commitments and contingencies (see Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.01; authorized 1,000,000 shares, no shares issued | 0 | 0 |
Common stock, par value $0.01; authorized 800,000,000 shares with 518,138,597 and 516,775,313 issued and 403,807,871 and 411,195,302 outstanding at March 31, 2024 and December 31, 2023, respectively | 5,180 | 5,166 |
Additional paid-in capital | 6,419,331 | 6,407,294 |
Retained earnings | 75,295 | 57,035 |
Accumulated other comprehensive income (loss) | (521) | 472 |
Treasury stock, at cost, 114,330,726 and 105,580,011 shares at March 31, 2024 and December 31, 2023, respectively | (1,756,288) | (1,657,675) |
Total stockholders’ equity attributable to controlling interests | 4,742,997 | 4,812,292 |
Noncontrolling interest | 8,860 | 8,389 |
Total equity | 4,751,857 | 4,820,681 |
Total liabilities and stockholders’ equity | $ 7,226,188 | $ 7,420,031 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 12,866 | $ 3,490 |
Long-term debt, debt discount and issuance costs | $ 8,597 | $ 8,919 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, issued (in shares) | 518,138,597 | 516,775,313 |
Common stock, outstanding (in shares) | 403,807,871 | 411,195,302 |
Treasury stock, shares (in shares) | 114,330,726 | 105,580,011 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating revenues: | ||
Revenues | $ 1,510,360 | $ 791,802 |
Operating costs and expenses: | ||
Depreciation, depletion, amortization and impairment | 274,956 | 128,180 |
Selling, general and administrative | 64,984 | 30,566 |
Credit loss expense | 5,231 | 0 |
Merger and integration expense | 12,233 | 0 |
Other operating income, net | (11,182) | (5,566) |
Total operating costs and expenses | 1,423,361 | 665,839 |
Operating income | 86,999 | 125,963 |
Other income (expense): | ||
Interest income | 2,189 | 1,240 |
Interest expense, net of amount capitalized | (18,335) | (8,826) |
Other | 850 | 1,486 |
Total other expense | (15,296) | (6,100) |
Income before income taxes | 71,703 | 119,863 |
Income tax expense | 19,997 | 20,185 |
Net income | 51,706 | 99,678 |
Net income attributable to noncontrolling interest | 471 | 0 |
Net income attributable to common stockholders | $ 51,235 | $ 99,678 |
Net income attributable to common stockholder per common share: | ||
Basic (in usd per share) | $ 0.13 | $ 0.47 |
Diluted (in shares) | $ 0.13 | $ 0.46 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 408,182 | 212,089 |
Diluted (in shares) | 409,819 | 215,866 |
Cash dividends per common share (in usd per share) | $ 0.08 | $ 0.08 |
Revenues | $ 1,510,360 | $ 791,802 |
Drilling Services | ||
Operating revenues: | ||
Revenues | 457,573 | 477,727 |
Operating costs and expenses: | ||
Operating costs and expenses | 271,737 | 281,261 |
Weighted average number of common shares outstanding: | ||
Revenues | 457,573 | 477,727 |
Completion Services | ||
Operating revenues: | ||
Revenues | 944,997 | 293,268 |
Operating costs and expenses: | ||
Operating costs and expenses | 745,594 | 220,116 |
Weighted average number of common shares outstanding: | ||
Revenues | 944,997 | 293,268 |
Drilling Products | ||
Operating revenues: | ||
Revenues | 89,973 | 0 |
Operating costs and expenses: | ||
Operating costs and expenses | 48,630 | 0 |
Weighted average number of common shares outstanding: | ||
Revenues | 89,973 | 0 |
Other | ||
Operating revenues: | ||
Revenues | 17,817 | 20,807 |
Operating costs and expenses: | ||
Operating costs and expenses | 11,178 | 11,282 |
Weighted average number of common shares outstanding: | ||
Revenues | $ 17,817 | $ 20,807 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 51,706 | $ 99,678 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of taxes of $0 for all periods | (993) | 0 |
Comprehensive income | 50,713 | 99,678 |
Less: comprehensive income attributable to noncontrolling interest | 471 | 0 |
Comprehensive income attributable to common stockholders | $ 50,242 | $ 99,678 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2022 | $ 1,665,523 | $ 3,023 | $ 3,202,973 | $ (87,394) | $ 0 | $ (1,453,079) | |
Beginning Balance (in shares) at Dec. 31, 2022 | 302,326,000 | ||||||
Net income | 99,678 | 99,678 | |||||
Foreign currency translation adjustment | 0 | ||||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Vesting of restricted stock units (in shares) | 89,000 | ||||||
Stock-based compensation | (758) | (758) | |||||
Payment of cash dividends | (16,916) | (16,916) | |||||
Dividend equivalents | (263) | (263) | |||||
Purchase of treasury stock | (74,307) | (74,307) | |||||
Ending Balance at Mar. 31, 2023 | 1,672,957 | $ 3,024 | 3,202,214 | (4,895) | 0 | (1,527,386) | |
Ending Balance (in shares) at Mar. 31, 2023 | 302,415,000 | ||||||
Beginning Balance at Dec. 31, 2023 | $ 4,820,681 | $ 5,166 | 6,407,294 | 57,035 | 472 | (1,657,675) | $ 8,389 |
Beginning Balance (in shares) at Dec. 31, 2023 | 516,775,313 | 516,775,000 | |||||
Net income | $ 51,706 | 51,235 | 471 | ||||
Foreign currency translation adjustment | (993) | ||||||
Vesting of restricted stock units | $ 14 | (14) | |||||
Vesting of restricted stock units (in shares) | 1,363,000 | ||||||
Stock-based compensation | 12,051 | 12,051 | |||||
Payment of cash dividends | (32,553) | (32,553) | |||||
Dividend equivalents | (422) | (422) | |||||
Purchase of treasury stock | (98,613) | (98,613) | |||||
Ending Balance at Mar. 31, 2024 | $ 4,751,857 | $ 5,180 | $ 6,419,331 | $ 75,295 | $ (521) | $ (1,756,288) | $ 8,860 |
Ending Balance (in shares) at Mar. 31, 2024 | 518,138,597 | 518,138,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividend paid per share (in usd per share) | $ 0.08 | $ 0.08 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 51,706 | $ 99,678 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and impairment | 274,956 | 128,180 |
Deferred income tax expense | 19,507 | 18,303 |
Stock-based compensation | 12,051 | (758) |
Net (gain) loss on asset disposals | (2,668) | 538 |
Credit loss expense | 5,231 | 0 |
Other | 613 | (648) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 95,119 | 72,482 |
Inventory | (10,585) | (9,634) |
Other current assets | 14,334 | 4,342 |
Other assets | 8,390 | 1,990 |
Accounts payable | 35,401 | 24,329 |
Accrued liabilities | (125,191) | (99,434) |
Other liabilities | (12,973) | (5,019) |
Net cash provided by operating activities | 365,891 | 234,349 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (226,941) | (117,601) |
Proceeds from disposal of assets | 2,389 | 1,263 |
Other | (2,933) | (7) |
Net cash used in investing activities | (227,485) | (116,345) |
Cash flows from financing activities: | ||
Purchases of treasury stock | (97,782) | (73,586) |
Dividends paid | (32,553) | (16,916) |
Payments of finance leases | (27,229) | 0 |
Other | (4,025) | (7,837) |
Net cash used in financing activities | (161,589) | (98,339) |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 750 | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (22,433) | 19,665 |
Cash, cash equivalents and restricted cash at beginning of period | 192,680 | 137,553 |
Cash, cash equivalents and restricted cash at end of period | 170,247 | 157,218 |
Net cash received (paid) during the period for: | ||
Interest, net of capitalized interest of $216 in 2024 and $351 in 2023 | (10,037) | (8,871) |
Income taxes | (383) | (335) |
Non-cash investing and financing activities: | ||
Net (decrease) increase in payables for purchases of property and equipment | (24,869) | 10,057 |
Net increase in deposits on equipment purchases | (13,552) | (6,072) |
Purchases of property and equipment through exchange of lease right of use asset | 26,133 | 0 |
Derecognition of right of use asset | $ (31,179) | $ 0 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Interest expense, capitalized interest | $ 216 | $ 351 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of presentation — The unaudited interim condensed consolidated financial statements include the accounts of Patterson-UTI Energy, Inc. and its wholly-owned subsidiaries and consolidating interest of a joint venture (collectively referred to herein as “we,” “us,” “our,” “ours” and like terms). All intercompany accounts and transactions have been eliminated. Patterson-UTI Energy, Inc. conducts its business operations through its wholly-owned subsidiaries and has no employees or independent operations. Certain immaterial prior year amounts have been reclassified to conform to current year presentation. The U.S. dollar is the reporting currency and functional currency for most of our operations except certain of our foreign subsidiaries, which use their local currencies as their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. The effects of these translation adjustments are reflected in accumulated other comprehensive income, which is a separate component of stockholders’ equity. The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations, although we believe the disclosures included either on the face of the financial statements or herein are sufficient to make the information presented not misleading. In the opinion of management, all recurring adjustments considered necessary for a fair statement of the information in conformity with GAAP have been included. The unaudited condensed consolidated balance sheet as of December 31, 2023, as presented herein, was derived from our audited consolidated balance sheet but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “Annual Report”). The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. There have been no material changes to our critical accounting policies from those disclosed in our Annual Report. Restricted cash — Restricted cash includes amounts restricted as cash collateral for the issuance of standby letters of credit. The following table provides a reconciliation of cash and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of such amounts shown in the unaudited condensed statements of cash flows for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Cash and cash equivalents $ 167,665 $ 157,218 Restricted cash 2,582 — Total cash, cash equivalents and restricted cash $ 170,247 $ 157,218 Recently Issued Accounting Standards — In March 2020, the FASB issued an accounting standards update to provide temporary optional expedients that simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The amendments in the update are effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications from the beginning of an interim period that includes or is subsequent to March 12, 2020. In December 2022, the FASB issued an update, which deferred the sunset date to December 31, 2024. We do not expect this new guidance will have a material impact on our consolidated financial statements. In November 2023, the FASB issued an accounting standards update to improve reportable segment disclosure requirements and enhance disclosures about significant segment expenses. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We are currently evaluating the effect of this pronouncement on our disclosures. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | 2. Business Combinations Ulterra Drilling Technologies, L.P. On August 14, 2023, we completed our acquisition (the “Ulterra acquisition”) of Ulterra Drilling Technologies, L.P. (“Ulterra”). Total consideration for the acquisition included the issuance of 34.9 million shares of our common stock and payment of approximately $376 million of cash, which based on the closing price of our common stock of $14.94 on August 14, 2023, valued the transaction at closing at approximately $897 million. The total fair value of the consideration transferred was determined as follows (in thousands, except stock price): Shares of our common stock issued to Ulterra 34,900 Our common stock price on August 14, 2023 $ 14.94 Common stock equity consideration $ 521,406 Plus net cash consideration (1) 375,740 Total consideration transferred $ 897,146 (1) Net cash consideration included $370 million ca sh consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement. The acquisition has been accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based on preliminary estimated fair values as of the date of the business combination. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to future rig counts, cash flow projections, estimated economic useful lives, operating and capital cost estimates, customer attrition rates, contributory asset charges, royalty rates and discount rate (10.5%). The carrying amounts of cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued liabilities approximate their fair values due to their nature or the short-term maturity of instruments. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of inventory and rental equipment was determined using a replacement cost approach. Intangible assets primarily consist of customer relationships and developed technology, the fair values of which were determined using an income approach. Property and equipment was valued using a combination of indirect cost and a market approach. The fair value was estimated by using a multi-period excess earnings method for customer relationships and a relief from royalty method for trade name and developed technology. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of Ulterra’s assets and liabilities. The measurement period adjustments since the closing of the Ulterra acquisition have not had a material impact on our consolidated financial statements. We will complete the purchase price allocation during the 12-month period following the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Assets acquired: Cash and cash equivalents $ 18,426 Accounts receivable 68,467 Inventory (1) 36,313 Rental equipment (2) 109,055 Property and equipment 27,583 Intangible assets 313,000 Operating lease right of use asset 7,513 Finance lease right of use asset 5,228 Other assets 15,989 Total assets acquired 601,574 Liabilities assumed: Accounts payable 23,258 Accrued liabilities 33,323 Operating lease liability 7,513 Finance lease liability 5,228 Deferred tax liabilities 83,993 Total liabilities assumed 153,315 Less: noncontrolling interest (8,729) Net assets acquired 439,530 Goodwill 457,616 Total consideration transferred $ 897,146 (1) We recorded an adjustment of $5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold. (2) We recorded an adjustment of $74.4 million to write-up ac quired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs. The goodwill recognized in the acquisition represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill represents the potential for new growth opportunities internationally with the acquisition of Ulterra as well as the recognition of deferred taxes for the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. Goodwill is not deductible for tax purposes. All of the goodwill was assigned to our Drilling Products segment. See Note 7. NexTier Oilfield Solutions Inc. On September 1, 2023, we completed our merger (the “NexTier merger”) with NexTier Oilfield Solutions Inc. (“NexTier”). Under the terms of the merger agreement, NexTier became our wholly-owned subsidiary. Each share of NexTier common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.752 shares of our common stock. Additionally, certain equity awards that were granted and outstanding under NexTier long-term incentive plans were assumed by us, and such equity awards were converted into equity awards in respect of our common stock in accordance with the merger agreement. NexTier is a predominately U.S. land-focused oilfield service provider, with a diverse set of well completion and production services across a variety of active basins. The total fair value of the consideration transferred was determined as follows (in thousands, except exchange ratio and stock price): Number of shares of NexTier common stock outstanding as of September 1, 2023 228,846 Multiplied by the exchange ratio 0.752 Number of shares of Patterson-UTI Energy, Inc. common stock issued in connection with the merger 172,092 Patterson-UTI Energy, Inc. common stock price on September 1, 2023 $ 14.91 Common stock equity consideration 2,565,895 Acceleration of RSU awards 1,997 Fair value of replacement equity awards (1) 70,416 NexTier long-term debt repaid by Patterson-UTI Energy, Inc. 161,000 Consideration transferred $ 2,799,308 (1) In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details. The transaction has been accounted for as a business combination using the acquisition method with Patterson-UTI Energy, Inc. determined to be the acquirer. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based on preliminary estimated fair values as of the date of the business combination. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to future rig counts, cash flow projections, estimated economic useful lives, operating and capital cost estimates, customer attrition rates, contributory asset charges, royalty rates and discount rate (14.0%.) The carrying amounts of cash and cash equivalents, accounts receivable, inventory, other assets, accounts payable, accrued liabilities, and other liabilities approximate their fair values due to their nature or the short-term maturity of instruments. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of property and equipment was determined using a combination of replacement cost and indirect cost. Intangible assets were valued using an income approach. The fair value was estimated by using multi-period excess earnings method for customer relationships and a relief from royalty method for trade name and developed technology. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of NexTier’s assets and liabilities. The measurement period adjustments since the closing of the NexTier merger closed have not had a material impact on our consolidated financial statements. We will complete the purchase price allocation during the 12-month period following the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the merger: Assets acquired: Cash and cash equivalents $ 95,815 Accounts receivable 420,200 Inventory 71,930 Property and equipment (1) 1,045,610 Intangible assets 768,000 Operating lease right of use asset 19,091 Finance lease right of use asset 50,733 Other assets 84,677 Total assets acquired 2,556,056 Liabilities assumed: Accounts payable 358,873 Accrued liabilities 129,535 Operating lease liability 19,091 Finance lease liability 50,733 Deferred tax liabilities 86,293 Long-term debt 22,533 Other liabilities 11,815 Total liabilities assumed 678,873 Net assets acquired 1,877,183 Goodwill 922,125 Total consideration transferred $ 2,799,308 (1) We recorded an adjustment of $263 million to write-up acquired property and equipment to estimated fair value. This adjustment will be depreciated on a straight-line basis over a weighted average period of six years. The goodwill recognized in the merger represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill largely consisted of the expected synergies and economies of scale from the combined operations of Patterson-UTI and NexTier as well as the recognition of deferred taxes for the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. The goodwill is not deductible for tax purposes. All of the goodwill was assigned to our completion services segment. See Note 7. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. Revenues ASC Topic 606 Revenue from Contracts with Customers Drilling Services and Completion Services — revenue is recognized based on our customers’ ability to benefit from our services in an amount that reflects the consideration we expect to receive in exchange for those services. This typically happens when the service is performed. The services we provide represent a series of distinct services, generally provided daily, that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period, generally measured in days, and our efforts in providing services are incurred relatively evenly over the period of performance, revenue is recognized as we provide services to the customer. ASC Topic 842 Revenue from Equipment Rentals Drilling Products Revenue — revenues are primarily generated from the rental of drilling equipment, comprised of drill bits and downhole tools. These arrangements provide the customer with the right to control the use of identified asset. Generally, the lease terms in such arrangements are for periods of two Other — we are a non-operating working interest owner of oil and natural gas assets primarily located in Texas and New Mexico. The ownership terms are outlined in joint operating agreements for each well between the operator of the well and the various interest owners, including us, who are considered non-operators of the well. We receive revenue each period for our working interest in the well during the period. Accounts Receivable and Contract Liabilities Accounts receivable is our right to consideration once it becomes unconditional. Payment terms typically range from 30 to 60 days. We do not have any significant contract asset balances. Contract liabilities include prepayments received from customers prior to the requested services being completed. Also included in contract liabilities are payments received from customers for reactivation or initial mobilization of newly constructed or upgraded rigs that were moved on location to the initial well site. These payments are allocated to the overall performance obligation and amortized over the initial term of the contract. Total contract liability balances were $23.8 million and $103 million as of March 31, 2024 and December 31, 2023, respectively. We recognized $84.7 million of revenue in the three months ended March 31, 2024 that was included in the contract liability balance at the beginning of the period. Revenue related to our contract liabilities balance is expected to be recognized through 2026. The $22.0 million current portion of our contract liability balance is included in “Accrued liabilities” and $1.8 million noncurrent portion of our contract liability balance is included in “Other liabilities” in our unaudited condensed consolidated balance sheets. Contract Costs Costs incurred for newly constructed rigs or rig upgrades based on a contract with a customer are considered capital improvements and are capitalized to drilling equipment and depreciated over the estimated useful life of the asset. Remaining Performance Obligations We maintain a backlog of commitments for contract drilling services under term contracts, which we define as contracts with a duration of six months or more. Our contract drilling backlog in the United States as of March 31, 2024 was approximately $527 million. Approximately 14% of our total contract drilling backlog in the United States at March 31, 2024 is reasonably expected to remain at March 31, 2025. We generally calculate our backlog by multiplying the dayrate under our term drilling contracts by the number of days remaining under the contract. The calculation does not include any revenues related to fees for other services such as for mobilization, other than initial mobilization, demobilization and customer reimbursables, nor does it include potential reductions in rates for unscheduled standby or during periods in which the rig is moving or incurring maintenance and repair time in excess of what is permitted under the drilling contract. For contracts that contain variable dayrate pricing, our backlog calculation uses the dayrate in effect for periods where the dayrate is fixed, and, for periods that remain subject to variable pricing, uses commodity pricing or other related indices in effect at March 31, 2024. In addition, our term drilling contracts are generally subject to termination by the customer on short notice and provide for an early termination payment to us in the event that the contract is terminated by the customer. For contracts on which we have received notice for the rig to be placed on standby, our backlog calculation uses the standby rate for the period over which we expect to receive the standby rate. For contracts on which we have received an early termination notice, our backlog calculation includes the early termination rate, instead of the dayrate, for the period over which we expect to receive the lower rate. Please see “Our current backlog of contract drilling revenue may decline and may not ultimately be realized, as fixed-term contracts may in certain instances be terminated without an early termination payment” included in Item 1A of our Annual Report. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Raw materials and supplies $ 141,278 $ 141,311 Work-in-process 8,226 7,437 Finished goods 33,674 32,057 Inventory $ 183,178 $ 180,805 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Other Assets [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Federal and state income taxes receivable $ 25,977 $ 26,949 Workers’ compensation receivable 30,632 31,006 Prepaid expenses 33,156 46,394 Other 38,739 36,773 Other current assets $ 128,504 $ 141,122 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Equipment $ 8,646,493 $ 8,506,727 Oil and natural gas properties 241,258 238,337 Buildings 253,330 248,693 Rental equipment 123,832 119,653 Land 38,682 38,811 Total property and equipment 9,303,595 9,152,221 Less accumulated depreciation, depletion, amortization and impairment (5,984,250) (5,811,809) Property and equipment, net $ 3,319,345 $ 3,340,412 Depreciation and depletion expense on property and equipment of approximately $244 million and $125 million was recorded in the three months ended March 31, 2024 and 2023, respectively. We review our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of certain assets may not be recovered over their estimated remaining useful lives (“triggering events”). In connection with this review, assets are grouped at the lowest level at which identifiable cash flows are largely independent of other asset groupings. We estimate future cash flows over the life of the respective assets or asset groupings in our assessment of impairment. These estimates of cash flows are based on historical cyclical trends in the industry as well as our expectations regarding the continuation of these trends in the future. Provisions for asset impairment are charged against income when estimated future cash flows, on an undiscounted basis, are less than the asset’s net book value. Any provision for impairment is measured at fair value. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill — During the three months ended March 31, 2024, we had no additions or impairments to goodwill. Goodwill by reportable segment as of March 31, 2024 is as follows (in thousands): Completion Drilling Total Balance at beginning and end of period $ 922,125 $ 457,616 $ 1,379,741 Goodwill is evaluated at least annually on July 31, or more frequently when events and circumstances occur indicating recorded goodwill may be impaired. Goodwill is tested at the reporting unit level, which is at or one level below our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors, and if that is the case, any necessary goodwill impairment is determined using a quantitative impairment test. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall. We determined our drilling products operating segment consists of a single reporting unit and, accordingly, goodwill acquired from the Ulterra acquisition was allocated to that reporting unit. We determined our completion services operating segment consists of two reporting units; completion services, which is primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services. Goodwill Impairment Assessment During the fourth quarter of 2023, our share price experienced a sustained decline which resulted in a decrease to our market capitalization. This decline in share price was deemed a triggering event that warranted a quantitative assessment for goodwill impairment for our three reporting units with goodwill. We estimated the fair value of the drilling products and the completion services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions as of December 31, 2023, and management's anticipated business outlook for each reporting unit. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model for each reporting unit consisted of a 1% growth estimate. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital of 10% for the drilling products reporting unit and 12% for the completion services reporting unit. We estimated the fair value of the cementing services reporting unit using a market approach. The market approach was based on trading multiples of companies comparable to the cementing services reporting unit. Based on the results of the goodwill impairment tests, the fair values of the drilling products, completion services, and cementing services reporting units exceeded their carrying values by approximately 4%, 11%, and 80%, respectively. Accordingly, no impairment was recorded for any of the reporting units. During the first quarter of 2024, we determined there were no events that would indicate the carrying value of goodwill may not be recoverable or that a potential impairment exists. Geopolitical instability, a global decrease in the demand of drilling products, or other unforeseen macroeconomic considerations could negatively impact the key assumptions used in our goodwill assessment for our drilling products reporting unit. A sustained decrease in oil prices and rig count could negatively affect the key assumptions used in our goodwill assessment for completion services. A decrease in fair value resulting from unfavorable changes to these assumptions, or others, could result in goodwill impairment in future periods that could be material to our results of operations and financial statements as a whole. Intangible Assets — The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Customer relationships $ 785,591 $ (43,160) $ 742,431 $ 786,715 $ (25,563) $ 761,152 Developed technology 202,772 (26,467) 176,305 202,772 (16,435) 186,337 Trade name 101,000 (5,906) 95,094 101,000 (3,406) 97,594 Other 10,281 (1,107) 9,174 7,345 (731) 6,614 Intangible assets, net $ 1,099,644 $ (76,640) $ 1,023,004 $ 1,097,832 $ (46,135) $ 1,051,697 Amortization expense on intangible assets of approximately $30.5 million and $0.8 million was recorded for the three months ended March 31, 2024 and 2023, respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Salaries, wages, payroll taxes and benefits $ 91,607 $ 129,982 Workers’ compensation liability 68,365 67,396 Property, sales, use and other taxes 59,853 62,194 Insurance, other than workers’ compensation 10,687 11,524 Accrued interest payable 10,241 19,172 Deferred revenue 22,016 98,914 Federal and state income taxes payable 2,055 3,437 Accrued merger and integration expense 12,861 15,113 Other 46,299 38,536 Accrued liabilities $ 323,984 $ 446,268 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 3.95% Senior Notes Due 2028 $ 482,505 $ 482,505 5.15% Senior Notes Due 2029 344,895 344,895 7.15% Senior Notes Due 2033 400,000 400,000 Equipment Loans Due 2025 14,661 18,686 1,242,061 1,246,086 Less deferred financing costs and discounts (8,597) (8,919) Less current portion (12,406) (12,226) Total $ 1,221,058 $ 1,224,941 Credit Agreement — On April 5, 2024, we entered into a Commitment Increase Agreement (the “Commitment Increase Agreement”), which increased the commitments under our Amended and Restated Credit Agreement, dated as of March 27, 2018 (as modified by the Commitment Increase Agreement and amended to date, the “Credit Agreement”), by and among us, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and lender and each of the other letter of credit issuers and lenders party thereto. The Commitment Increase Agreement increased the commitments under our Credit Agreement to $615 million. The maturity date for $567 million of such commitments is March 27, 2026; and the maturity date for $48.3 million of such commitments is March 27, 2025. On August 29, 2023, we entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), which, among other things, extended the maturity date for $85.0 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026. The Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $615 million ($550 million at March 31, 2024), including a letter of credit facility that, at any time outstanding, is limited to $100 million and a swing line facility that, at any time outstanding, is limited to the lesser of $50.0 million and the amount of the swing line provider’s unused commitment. Loans under the Credit Agreement bear interest by reference, at our election, to the SOFR rate (subject to a 0.10% per annum adjustment) or base rate, in each case subject to a 0% floor. The applicable margin on SOFR rate loans varies from 1.00% to 2.00% and the applicable margin on base rate loans varies from 0.00% to 1.00%, in each case determined based on our credit rating. As of March 31, 2024, the applicable margin on SOFR rate loans was 1.75% and the applicable margin on base rate loans was 0.75%. A letter of credit fee is payable by us equal to the applicable margin for SOFR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.10% to 0.30% based on our credit rating. None of our subsidiaries are currently required to be a guarantor under the Credit Agreement. However, if any subsidiary guarantees or incurs debt, which does not qualify for certain limited exceptions and is otherwise, in the aggregate with all other similar debt, in excess of Priority Debt (as defined in the Credit Agreement), such subsidiary is required to become a guarantor under the Credit Agreement. The Credit Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that we believe are customary for agreements of this nature, including certain restrictions on our ability and the ability of each of our subsidiaries to grant liens and on the ability of each of our non-guarantor subsidiaries to incur debt. If our credit rating is below investment grade at both Moody’s and S&P, we will become subject to a restricted payment covenant, which would generally require us to have a Pro Forma Debt Service Coverage Ratio (as defined in the Credit Agreement) greater than or equal to 1.50 to 1.00 immediately before and immediately after making any restricted payment. Restricted payments include, among other things, dividend payments, repurchases of our common stock, distributions to holders of our common stock or any other payment or other distribution to third parties on account of our or our subsidiaries’ equity interests. Our credit rating is currently investment grade at both credit rating agencies. The Credit Agreement also requires that our total debt to capitalization ratio, expressed as a percentage, not exceed 50% as of the last day of each fiscal quarter. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at March 31, 2024. As of March 31, 2024, we had no borrowings outstanding under our revolving credit facility. We had $2.5 million in letters of credit outstanding under the Credit Agreement at March 31, 2024 and, as a result, had available borrowing capacity of approximately $548 million at that date. 2015 Reimbursement Agreement — On March 16, 2015, we entered into a Reimbursement Agreement (the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which we may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of March 31, 2024, we had $82.8 million in letters of credit outstanding under the Reimbursement Agreement. Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any of our letters of credit issued thereunder. Fees, charges and other reasonable expenses for the issuance of letters of credit are payable by us at the time of issuance at such rates and amounts as are in accordance with Scotiabank’s prevailing practice. We are obligated to pay to Scotiabank interest on all amounts not paid by us on the date of demand or when otherwise due at the LIBOR rate plus 2.25% per annum, calculated daily and payable monthly, in arrears, on the basis of a calendar year for the actual number of days elapsed, with interest on overdue interest at the same rate as on the reimbursement amounts. A letter of credit fee is payable by us equal to 1.50% times the amount of outstanding letters of credit. We have also agreed that if obligations under the Credit Agreement are secured by liens on any of our or our subsidiaries’ property, then our reimbursement obligations and (to the extent similar obligations would be secured under the Credit Agreement) other obligations under the Reimbursement Agreement and any letters of credit will be equally and ratably secured by all property subject to such liens securing the Credit Agreement. Pursuant to a Continuing Guaranty dated as of March 16, 2015, our payment obligations under the Reimbursement Agreement are jointly and severally guaranteed as to payment and not as to collection by our subsidiaries that from time to time guarantee payment under the Credit Agreement. None of our subsidiaries are currently required to guarantee payment under the Credit Agreement. 2028 Senior Notes, 2029 Senior Notes and 2033 Senior Notes — On January 19, 2018, we completed an offering of $525 million in aggregate principal amount of our 3.95% Senior Notes due 2028 (the “2028 Notes”). On November 15, 2019, we completed an offering of $350 million in aggregate principal amount of our 5.15% Senior Notes due 2029 (the “2029 Notes”). On September 13, 2023, we completed an offering of $400 million in aggregate principal amount of our 7.15% Senior Notes due 2033 (the “2033 Notes”). The net proceeds before offering expenses from the offering of the 2033 Notes were approximately $396 million, which we used to repay amounts outstanding under our revolving credit facility. We pay interest on the 2028 Notes on February 1 and August 1 of each year. The 2028 Notes will mature on February 1, 2028. The 2028 Notes bear interest at a rate of 3.95% per annum. We pay interest on the 2029 Notes on May 15 and November 15 of each year. The 2029 Notes will mature on November 15, 2029. The 2029 Notes bear interest at a rate of 5.15% per annum. We pay interest on the 2033 Notes on April 1 and October 1 of each year. The 2033 Notes will mature on October 1, 2033. The 2033 Notes bear interest at a rate of 7.15% per annum. The 2028 Notes, 2029 Notes and 2033 Notes (together, the “Senior Notes”) are our senior unsecured obligations, which rank equally with all of our other existing and future senior unsecured debt and will rank senior in right of payment to all of our other future subordinated debt. The Senior Notes will be effectively subordinated to any of our future secured debt to the extent of the value of the assets securing such debt. In addition, the Senior Notes will be structurally subordinated to the liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes. None of our subsidiaries are currently required to be a guarantor under the Senior Notes. If our subsidiaries guarantee the Senior Notes in the future, such guarantees (the “Guarantees”) will rank equally in right of payment with all of the guarantors’ future unsecured senior debt and senior in right of payment to all of the guarantors’ future subordinated debt. The Guarantees will be effectively subordinated to any of the guarantors’ future secured debt to the extent of the value of the assets securing such debt. At our option, we may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a “make-whole” premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, on August 15, 2029, in the case of the 2029 Notes, and on July 1, 2033, in the case of the 2033 Notes, at our option, we may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the applicable redemption date. The indentures pursuant to which the Senior Notes were issued include covenants that, among other things, limit our and our subsidiaries’ ability to incur certain liens, engage in sale and lease-back transactions or consolidate, merge, or transfer all or substantially all of their assets. These covenants are subject to important qualifications and limitations set forth in the indentures. Upon the occurrence of a change of control triggering event, as defined in the indentures, each holder of the Senior Notes may require us to purchase all or a portion of such holder’s Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The indentures also provide for events of default which, if any of them occurs, would permit or require the principal of, premium, if any, and accrued interest, if any, on the Senior Notes to become or to be declared due and payable. Equipment Loans — As part of the NexTier merger, we assumed the obligations of NexTier Completions Solutions Inc. (“NCS”) under a Master Loan and Security Agreement (as amended, the “Master Agreement”) with Caterpillar Financial Services Corporation. The Master Agreement allows NCS to enter into secured equipment financing term loans from time to time (the “Equipment Loans”). The Equipment Loans may be drawn in multiple tranches, with each loan evidenced by a separate promissory note. The Master Agreement and the Equipment Loans contain customary affirmative and negative covenants, including limitations on further encumbrance of the collateral other than the applicable loans under the Master Agreement. We were in compliance with these covenants at March 31, 2024. The Equipment Loans bear interest at a rate of 5.25% per annum, and we pay interest on the 1 st of each month. The Equipment Loans will mature on June 1, 2025. Presented below is a schedule of the principal repayment requirements of long-term debt by fiscal year as of March 31, 2024 (in thousands): Year ending December 31, 2024 $ 8,265 2025 6,396 2026 — 2027 — 2028 482,505 2029 344,895 Thereafter 400,000 Total $ 1,242,061 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies As of March 31, 2024, we maintained letters of credit in the aggregate amount of $87.2 million primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses that could become payable under the terms of the underlying insurance contracts and compliance with contractual obligations. These letters of credit expire annually at various times during the year and are typically renewed. As of March 31, 2024, no amounts had been drawn under the letters of credit. As of March 31, 2024, we had commitments to purchase major equipment totaling approximately $158 million. Our completion services segment has entered into agreements to purchase minimum quantities of proppants from certain vendors. As of March 31, 2024, the remaining minimum obligation under these agreements was approximately $31.8 million, of which approximately $25.9 million, $4.0 million, and $2.0 million relate to the remainder of 2024, 2025 and 2026, respectively. We are party to various legal proceedings arising in the normal course of our business. We do not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Cash Dividend — On May 1, 2024, our Board of Directors approved a cash dividend on our common stock in the amount of $0.08 per share to be paid on June 17, 2024 to holders of record as of June 3, 2024. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend to improve our financial flexibility and position our company for long-term success. There can be no assurance that we will pay a dividend in the future. Share Repurchases and Acquisitions — In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of March 31, 2024, we had remaining authorization to purchase approximately $945 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares. Treasury stock acquisitions during the three months ended March 31, 2024 were as follows (dollars in thousands): Shares Cost Treasury shares at January 1, 2024 105,580,011 $ 1,657,675 Purchases pursuant to stock buyback program 8,354,902 94,352 Acquisitions pursuant to long-term incentive plans 395,813 4,261 Treasury shares at March 31, 2024 114,330,726 $ 1,756,288 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 12. Stock-based Compensation We use share-based payments to compensate employees and non-employee directors. We recognize the cost of share-based payments under the fair-value-based method. Share-based awards include equity instruments in the form of stock options or restricted stock units that have included service conditions and, in certain cases, performance conditions. Our share-based awards also include share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. We issue shares of common stock when vested stock options are exercised and after restricted stock units and share-settled performance unit awards vest. The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) was originally approved by our stockholders on June 3, 2021. Subject to stockholder approval, our Board of Directors approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 5.445 million shares (the “First Amendment”). On June 8, 2023, our stockholders approved the First Amendment. On September 1, 2023, in connection with the NexTier merger, our Board of Directors approved a second amendment to the 2021 Plan (the “Second Amendment,” and together with the First Amendment, the “2021 Plan Amendments”) to assume approximately 10.0 million shares previously reserved for issuance under the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “NexTier Plan”). Following the 2021 Plan Amendments, the aggregate number of shares of Common Stock authorized for grant under the 2021 Plan is approximately 29.0 million. On September 1, 2023, the Board of Directors also approved amendments to the NexTier Plan and the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the “Former C&J Energy Plan” and, together with the NexTier Plan, the “Assumed Plans”) to assume awards that were previously granted under the Assumed Plans (consisting of stock options, time- and performance-based restricted stock units and cash-settled performance unit awards), which, in connection with the NexTier merger, were converted into equity awards in respect of shares of Patterson-UTI Energy, Inc. common stock. Stock Options — We estimate the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of our common stock over the most recent period equal to the expected term of the options as of the date such options are granted. The expected term assumptions are based on our experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. No options were granted during the three months ended March 31, 2024. Stock option activity from January 1, 2024 to March 31, 2024 follows: Underlying Weighted Outstanding at January 1, 2024 2,865,223 $ 23.36 Exercised — $ — Expired (192,099) $ 20.78 Outstanding at March 31, 2024 2,673,124 $ 23.54 Exercisable at March 31, 2024 2,673,124 $ 23.54 Restricted Stock Units (Equity Based) — For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Forfeitable dividend equivalents are accrued on certain restricted stock units that will be paid upon vesting. We use the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock unit activity from January 1, 2024 to March 31, 2024 follows: Time Performance Weighted Non-vested restricted stock units outstanding at January 1, 2024 5,827,668 521,533 $ 10.60 Granted 168,512 — $ 10.80 Vested (1,363,284) — $ 5.53 Forfeited (32,196) — $ 12.83 Non-vested restricted stock units outstanding at March 31, 2024 4,600,700 521,533 $ 11.95 As of March 31, 2024, we had unrecognized compensation cost related to our unvested restricted stock units totaling $43.3 million. The weighted-average remaining vesting period for these unvested restricted stock units was 1.60 years as of March 31, 2024. Restricted Stock Units (Liability Based) — We converted NexTier’s cash-settled performance based units into our cash-settled restricted stock units in connection with the NexTier merger. These awards are accounted for as liability classified awards and remeasured at fair value at each reporting period. Compensation expense is recorded over the vesting period and is initially based on the fair value at the award conversion date. Compensation expense is subsequently remeasured at each reporting date during the vesting period based on the change in our stock price. Dividend cash equivalents are not paid on cash-settled units. As of March 31, 2024, $7.4 million is included in “Accrued Liabilities” in our unaudited condensed consolidated balance sheets for these awards. Performance Unit Awards — We have granted share-settled performance unit awards to certain employees (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive shares of common stock upon the achievement of certain performance goals during a specified period established by the Compensation Committee. The performance period for the Performance Units is generally the three-year period commencing on April 1 of the year of grant. The performance goals for the Performance Units are tied to our total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. For the performance units granted in April 2021 and April 2022, the peer group includes three market indices and one market index, respectively. The performance goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective Performance Units. The recipients will receive the target number of shares if our total shareholder return during the performance period, when compared to the peer group, is at the 55 th percentile. If our total shareholder return during the performance period, when compared to the peer group, is at the 75 th percentile or higher, then the recipients will receive two times the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is at the 25 th percentile, then the recipients will only receive one-half of the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is between the 25 th and 55 th percentile, or the 55 th and 75 th percentile, then the shares to be received by the recipients will be determined using linear interpolation for levels of achievement between these points. The payout under the Performance Units may not exceed the target number of shares if our absolute total shareholder return is negative or zero. The total target number of shares granted with respect to the Performance Units for the awards granted in 2020-2023 is set forth below: 2023 2022 2021 2020 Target number of shares 631,700 414,000 843,000 500,500 In May 2023, 1,001,000 shares were issued to settle the 2020 Performance Units. The Performance Units granted in 2021 have reached the end of their performance period, and we expect shares will be issued in May 2024 to settle the 2021 Performance Units. The Performance Units granted in 2022 and 2023 have not reached the end of their respective performance periods. Because the Performance Units are share-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Performance Units is set forth below (in thousands): 2023 2022 2021 2020 Aggregate fair value at date of grant $ 8,440 $ 10,743 $ 7,225 $ 826 These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Performance Units is shown below (in thousands): 2023 2022 2021 2020 Three months ended March 31, 2024 $ 663 $ 862 $ 584 NA Three months ended March 31, 2023 NA $ 895 $ 602 $ 69 As of March 31, 2024, we had unrecognized compensation cost related to our unvested Performance Units totaling $9.0 million. The weighted-average remaining vesting period for these unvested Performance Units was 0.91 years as of March 31, 2024. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Our effective income tax rate fluctuates from the U.S. statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates, the impact of U.S. state and local taxes, the realizability of deferred tax assets and other differences related to the recognition of income and expense between GAAP and tax accounting. Our effective income tax rate for the three months ended March 31, 2024 was 27.9%, compared with 16.8% for the three months ended March 31, 2023. The difference in effective income tax rates was primarily attributable to the impact of valuation allowances on deferred tax assets between periods. In addition, the difference in effective income tax rates was attributable to the impact of permanent differences against earnings between periods. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and when necessary, valuation allowances are provided. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We assess the realizability of our deferred tax assets quarterly and consider carryback availability, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 14. Earnings Per Share We provide a dual presentation of our net income (loss) per common share in our unaudited condensed consolidated statements of operations: basic net income (loss) per common share (“Basic EPS”) and diluted net income (loss) per common share (“Diluted EPS”). Basic EPS excludes dilution and is determined by dividing the earnings attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive effect of potential common shares, including stock options and non-vested performance units and non-vested restricted stock units. The dilutive effect of stock options, non-vested performance units and non-vested restricted stock units is determined using the treasury stock method. The following table presents information necessary to calculate net income per share for the three months ended March 31, 2024 and 2023 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 2024 2023 BASIC EPS: Net income attributable to common stockholders $ 51,235 $ 99,678 Weighted average number of common shares outstanding, excluding non-vested restricted stock units 408,182 212,089 Basic net income per common share $ 0.13 $ 0.47 DILUTED EPS: Net income attributable to common stockholders $ 51,235 $ 99,678 Weighted average number of common shares outstanding, excluding non-vested restricted stock units 409,819 215,866 Diluted net income per common share $ 0.13 $ 0.46 Potentially dilutive securities excluded as anti-dilutive 2,673 2,905 |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segments | 15. Business Segments Effective as of the third quarter of 2023, we revised our reportable segments to align with certain changes in how our Chief Operating Decision Maker (“CODM”) manages and allocates resources to our business as a result of the Ulterra acquisition and NexTier merger. Accordingly, we now have the following reportable business segments: (i) drilling services, (ii) completion services, and (iii) drilling products. Drilling Services — represents our contract drilling, directional drilling, oilfield technology and electrical controls and automation businesses. Completion Services — represents the combination of our well completion business, which includes hydraulic fracturing, wireline and pumping, completion support, cementing and our legacy pressure pumping business. Drilling Products — represents our manufacturing and distribution of drill bits business, which was acquired with our acquisition of Ulterra on August 14, 2023. As a result of the revised reportable segment structure, we have restated the corresponding items of segment information for all periods presented. The following tables summarize selected financial information relating to our business segments (in thousands): Three Months Ended 2024 2023 Revenues: Drilling Services $ 461,887 $ 482,535 Completion Services 944,997 293,268 Drilling Products 89,973 — Other (1) 18,445 21,036 Elimination of intercompany revenues – Drilling Services (2) (4,314) (4,808) Elimination of intercompany revenues – Other (2) (628) (229) Total revenues $ 1,510,360 $ 791,802 Segment operating income (3) and reconciliation to income before income taxes: Drilling Services $ 89,612 $ 101,306 Completion Services 49,629 44,432 Drilling Products 6,500 — Total segment operating income (3) 145,741 145,738 Other 988 1,967 Corporate (59,730) (21,742) Interest income 2,189 1,240 Interest expense (18,335) (8,826) Other 850 1,486 Income before income taxes $ 71,703 $ 119,863 Depreciation, depletion, amortization and impairment: Drilling Services $ 92,345 $ 91,293 Completion Services 148,680 26,025 Drilling Products 27,182 — Other 5,411 7,323 Corporate 1,338 3,539 Total depreciation, depletion, amortization and impairment $ 274,956 $ 128,180 Capital expenditures: Drilling Services $ 82,793 $ 89,279 Completion Services 123,377 21,425 Drilling Products 15,586 — Other 3,797 5,223 Corporate 1,388 1,674 Total capital expenditures $ 226,941 $ 117,601 March 31, 2024 December 31, 2023 Identifiable assets: Drilling Services $ 2,208,251 $ 2,368,604 Completion Services 3,786,399 3,835,699 Drilling Products 996,195 1,011,870 Other 58,392 59,221 Corporate (4) 176,951 144,637 Total assets $ 7,226,188 $ 7,420,031 (1) Other includes our oilfield rentals business and oil and natural gas working interests. (2) I ntercompany revenues consist of revenues from drilling services provided to our other operations, and revenues from other operations for services provi ded to drilling services, completion services and within other operations. These revenues are generally based on estimated external selling prices and are eliminated during consolidation. (3) Segment operating income is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expenses and other operating income. (4) Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | 16. Fair Values of Financial Instruments The carrying values of cash, cash equivalents and restricted cash, trade receivables and accounts payable approximate fair value due to the short-term maturity of these items. These fair value estimates are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting. The estimated fair value of our outstanding debt balances as of March 31, 2024 and December 31, 2023 is set forth below (in thousands): March 31, 2024 December 31, 2023 Carrying Fair Carrying Fair 3.95% Senior Notes Due 2028 $ 482,505 $ 459,274 $ 482,505 $ 450,540 5.15% Senior Notes Due 2029 344,895 337,487 344,895 329,032 7.15% Senior Notes Due 2033 400,000 430,206 400,000 424,946 Equipment Loans Due 2025 14,661 15,713 18,686 18,766 Total debt $ 1,242,061 $ 1,242,680 $ 1,246,086 $ 1,223,284 The fair values of the 2028 Notes, the 2029 Notes and the 2033 Notes at March 31, 2024 and December 31, 2023 are based on quoted market prices, which are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting. The fair value of the Equipment Loans is based on a 5.25% stated rate of interest, which is considered a Level 2 fair value estimate in the fair value hierarchy of fair value accounting. The implied market rates of interest used to determine the fair value of our outstanding debt balances as of March 31, 2024 and December 31, 2023 are set forth below: March 31, 2024 December 31, 2023 3.95% Senior Notes Due 2028 5.55 % 5.79 % 5.15% Senior Notes Due 2029 5.60 % 6.10 % 7.15% Senior Notes Due 2033 6.09 % 6.28 % Equipment Loans Due 2025 5.67 % 5.36 % |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 51,235 | $ 99,678 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During the three months ended March 31, 2024, certain of our officers and directors listed below adopted or terminated trading arrangements for the sale of shares of our common stock in amounts and prices determined in accordance with a formula set forth in each such plan: Plans Number of Name and Title Action Date Rule Non-Rule Expiration Robert Drummond, Jr., Director Adoption March 19, 2024 X 1,250,000 March 20, 2026 |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Robert Drummond Jr. [Member] | |
Trading Arrangements, by Individual | |
Name | Robert Drummond, Jr. |
Title | Director |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 19, 2024 |
Arrangement Duration | 731 days |
Aggregate Available | 1,250,000 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Restricted cash | Restricted cash — Restricted cash includes amounts restricted as cash collateral for the issuance of standby letters of credit. The following table provides a reconciliation of cash and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of such amounts shown in the unaudited condensed statements of cash flows for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Cash and cash equivalents $ 167,665 $ 157,218 Restricted cash 2,582 — Total cash, cash equivalents and restricted cash $ 170,247 $ 157,218 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards — In March 2020, the FASB issued an accounting standards update to provide temporary optional expedients that simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The amendments in the update are effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications from the beginning of an interim period that includes or is subsequent to March 12, 2020. In December 2022, the FASB issued an update, which deferred the sunset date to December 31, 2024. We do not expect this new guidance will have a material impact on our consolidated financial statements. In November 2023, the FASB issued an accounting standards update to improve reportable segment disclosure requirements and enhance disclosures about significant segment expenses. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We are currently evaluating the effect of this pronouncement on our disclosures. |
Revenues | ASC Topic 606 Revenue from Contracts with Customers Drilling Services and Completion Services — revenue is recognized based on our customers’ ability to benefit from our services in an amount that reflects the consideration we expect to receive in exchange for those services. This typically happens when the service is performed. The services we provide represent a series of distinct services, generally provided daily, that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period, generally measured in days, and our efforts in providing services are incurred relatively evenly over the period of performance, revenue is recognized as we provide services to the customer. ASC Topic 842 Revenue from Equipment Rentals Drilling Products Revenue — revenues are primarily generated from the rental of drilling equipment, comprised of drill bits and downhole tools. These arrangements provide the customer with the right to control the use of identified asset. Generally, the lease terms in such arrangements are for periods of two Other |
ASC Topic 842 Revenue from Equipment Rentals | ASC Topic 842 Revenue from Equipment Rentals Drilling Products Revenue — revenues are primarily generated from the rental of drilling equipment, comprised of drill bits and downhole tools. These arrangements provide the customer with the right to control the use of identified asset. Generally, the lease terms in such arrangements are for periods of two |
Goodwill | Goodwill is evaluated at least annually on July 31, or more frequently when events and circumstances occur indicating recorded goodwill may be impaired. Goodwill is tested at the reporting unit level, which is at or one level below our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors, and if that is the case, any necessary goodwill impairment is determined using a quantitative impairment test. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall. We determined our drilling products operating segment consists of a single reporting unit and, accordingly, goodwill acquired from the Ulterra acquisition was allocated to that reporting unit. We determined our completion services operating segment consists of two reporting units; completion services, which is primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services. Goodwill Impairment Assessment During the fourth quarter of 2023, our share price experienced a sustained decline which resulted in a decrease to our market capitalization. This decline in share price was deemed a triggering event that warranted a quantitative assessment for goodwill impairment for our three reporting units with goodwill. We estimated the fair value of the drilling products and the completion services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions as of December 31, 2023, and management's anticipated business outlook for each reporting unit. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model for each reporting unit consisted of a 1% growth estimate. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital of 10% for the drilling products reporting unit and 12% for the completion services reporting unit. We estimated the fair value of the cementing services reporting unit using a market approach. The market approach was based on trading multiples of companies comparable to the cementing services reporting unit. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Restricted cash | The following table provides a reconciliation of cash and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of such amounts shown in the unaudited condensed statements of cash flows for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Cash and cash equivalents $ 167,665 $ 157,218 Restricted cash 2,582 — Total cash, cash equivalents and restricted cash $ 170,247 $ 157,218 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Consideration Transferred | The total fair value of the consideration transferred was determined as follows (in thousands, except stock price): Shares of our common stock issued to Ulterra 34,900 Our common stock price on August 14, 2023 $ 14.94 Common stock equity consideration $ 521,406 Plus net cash consideration (1) 375,740 Total consideration transferred $ 897,146 (1) Net cash consideration included $370 million ca sh consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement. The total fair value of the consideration transferred was determined as follows (in thousands, except exchange ratio and stock price): Number of shares of NexTier common stock outstanding as of September 1, 2023 228,846 Multiplied by the exchange ratio 0.752 Number of shares of Patterson-UTI Energy, Inc. common stock issued in connection with the merger 172,092 Patterson-UTI Energy, Inc. common stock price on September 1, 2023 $ 14.91 Common stock equity consideration 2,565,895 Acceleration of RSU awards 1,997 Fair value of replacement equity awards (1) 70,416 NexTier long-term debt repaid by Patterson-UTI Energy, Inc. 161,000 Consideration transferred $ 2,799,308 (1) In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details. |
Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Assets acquired: Cash and cash equivalents $ 18,426 Accounts receivable 68,467 Inventory (1) 36,313 Rental equipment (2) 109,055 Property and equipment 27,583 Intangible assets 313,000 Operating lease right of use asset 7,513 Finance lease right of use asset 5,228 Other assets 15,989 Total assets acquired 601,574 Liabilities assumed: Accounts payable 23,258 Accrued liabilities 33,323 Operating lease liability 7,513 Finance lease liability 5,228 Deferred tax liabilities 83,993 Total liabilities assumed 153,315 Less: noncontrolling interest (8,729) Net assets acquired 439,530 Goodwill 457,616 Total consideration transferred $ 897,146 (1) We recorded an adjustment of $5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold. (2) We recorded an adjustment of $74.4 million to write-up ac quired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the merger: Assets acquired: Cash and cash equivalents $ 95,815 Accounts receivable 420,200 Inventory 71,930 Property and equipment (1) 1,045,610 Intangible assets 768,000 Operating lease right of use asset 19,091 Finance lease right of use asset 50,733 Other assets 84,677 Total assets acquired 2,556,056 Liabilities assumed: Accounts payable 358,873 Accrued liabilities 129,535 Operating lease liability 19,091 Finance lease liability 50,733 Deferred tax liabilities 86,293 Long-term debt 22,533 Other liabilities 11,815 Total liabilities assumed 678,873 Net assets acquired 1,877,183 Goodwill 922,125 Total consideration transferred $ 2,799,308 (1) |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Raw materials and supplies $ 141,278 $ 141,311 Work-in-process 8,226 7,437 Finished goods 33,674 32,057 Inventory $ 183,178 $ 180,805 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Federal and state income taxes receivable $ 25,977 $ 26,949 Workers’ compensation receivable 30,632 31,006 Prepaid expenses 33,156 46,394 Other 38,739 36,773 Other current assets $ 128,504 $ 141,122 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Equipment $ 8,646,493 $ 8,506,727 Oil and natural gas properties 241,258 238,337 Buildings 253,330 248,693 Rental equipment 123,832 119,653 Land 38,682 38,811 Total property and equipment 9,303,595 9,152,221 Less accumulated depreciation, depletion, amortization and impairment (5,984,250) (5,811,809) Property and equipment, net $ 3,319,345 $ 3,340,412 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Operating Segment | Goodwill by reportable segment as of March 31, 2024 is as follows (in thousands): Completion Drilling Total Balance at beginning and end of period $ 922,125 $ 457,616 $ 1,379,741 |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets | The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Customer relationships $ 785,591 $ (43,160) $ 742,431 $ 786,715 $ (25,563) $ 761,152 Developed technology 202,772 (26,467) 176,305 202,772 (16,435) 186,337 Trade name 101,000 (5,906) 95,094 101,000 (3,406) 97,594 Other 10,281 (1,107) 9,174 7,345 (731) 6,614 Intangible assets, net $ 1,099,644 $ (76,640) $ 1,023,004 $ 1,097,832 $ (46,135) $ 1,051,697 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Salaries, wages, payroll taxes and benefits $ 91,607 $ 129,982 Workers’ compensation liability 68,365 67,396 Property, sales, use and other taxes 59,853 62,194 Insurance, other than workers’ compensation 10,687 11,524 Accrued interest payable 10,241 19,172 Deferred revenue 22,016 98,914 Federal and state income taxes payable 2,055 3,437 Accrued merger and integration expense 12,861 15,113 Other 46,299 38,536 Accrued liabilities $ 323,984 $ 446,268 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | Long-term debt consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 3.95% Senior Notes Due 2028 $ 482,505 $ 482,505 5.15% Senior Notes Due 2029 344,895 344,895 7.15% Senior Notes Due 2033 400,000 400,000 Equipment Loans Due 2025 14,661 18,686 1,242,061 1,246,086 Less deferred financing costs and discounts (8,597) (8,919) Less current portion (12,406) (12,226) Total $ 1,221,058 $ 1,224,941 |
Schedule of Principal Repayment Requirements of Long Term Debt | Presented below is a schedule of the principal repayment requirements of long-term debt by fiscal year as of March 31, 2024 (in thousands): Year ending December 31, 2024 $ 8,265 2025 6,396 2026 — 2027 — 2028 482,505 2029 344,895 Thereafter 400,000 Total $ 1,242,061 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Treasury Stock Acquisition | Treasury stock acquisitions during the three months ended March 31, 2024 were as follows (dollars in thousands): Shares Cost Treasury shares at January 1, 2024 105,580,011 $ 1,657,675 Purchases pursuant to stock buyback program 8,354,902 94,352 Acquisitions pursuant to long-term incentive plans 395,813 4,261 Treasury shares at March 31, 2024 114,330,726 $ 1,756,288 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity | Stock option activity from January 1, 2024 to March 31, 2024 follows: Underlying Weighted Outstanding at January 1, 2024 2,865,223 $ 23.36 Exercised — $ — Expired (192,099) $ 20.78 Outstanding at March 31, 2024 2,673,124 $ 23.54 Exercisable at March 31, 2024 2,673,124 $ 23.54 |
Restricted Stock Unit Activity | Restricted stock unit activity from January 1, 2024 to March 31, 2024 follows: Time Performance Weighted Non-vested restricted stock units outstanding at January 1, 2024 5,827,668 521,533 $ 10.60 Granted 168,512 — $ 10.80 Vested (1,363,284) — $ 5.53 Forfeited (32,196) — $ 12.83 Non-vested restricted stock units outstanding at March 31, 2024 4,600,700 521,533 $ 11.95 |
Performance Units | The total target number of shares granted with respect to the Performance Units for the awards granted in 2020-2023 is set forth below: 2023 2022 2021 2020 Target number of shares 631,700 414,000 843,000 500,500 |
Fair Value of Performance Units | The fair value of the Performance Units is set forth below (in thousands): 2023 2022 2021 2020 Aggregate fair value at date of grant $ 8,440 $ 10,743 $ 7,225 $ 826 |
Compensation Expense Associated with Performance Units | Compensation expense associated with the Performance Units is shown below (in thousands): 2023 2022 2021 2020 Three months ended March 31, 2024 $ 663 $ 862 $ 584 NA Three months ended March 31, 2023 NA $ 895 $ 602 $ 69 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income per Share | The following table presents information necessary to calculate net income per share for the three months ended March 31, 2024 and 2023 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 2024 2023 BASIC EPS: Net income attributable to common stockholders $ 51,235 $ 99,678 Weighted average number of common shares outstanding, excluding non-vested restricted stock units 408,182 212,089 Basic net income per common share $ 0.13 $ 0.47 DILUTED EPS: Net income attributable to common stockholders $ 51,235 $ 99,678 Weighted average number of common shares outstanding, excluding non-vested restricted stock units 409,819 215,866 Diluted net income per common share $ 0.13 $ 0.46 Potentially dilutive securities excluded as anti-dilutive 2,673 2,905 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segments - Financial Information | The following tables summarize selected financial information relating to our business segments (in thousands): Three Months Ended 2024 2023 Revenues: Drilling Services $ 461,887 $ 482,535 Completion Services 944,997 293,268 Drilling Products 89,973 — Other (1) 18,445 21,036 Elimination of intercompany revenues – Drilling Services (2) (4,314) (4,808) Elimination of intercompany revenues – Other (2) (628) (229) Total revenues $ 1,510,360 $ 791,802 Segment operating income (3) and reconciliation to income before income taxes: Drilling Services $ 89,612 $ 101,306 Completion Services 49,629 44,432 Drilling Products 6,500 — Total segment operating income (3) 145,741 145,738 Other 988 1,967 Corporate (59,730) (21,742) Interest income 2,189 1,240 Interest expense (18,335) (8,826) Other 850 1,486 Income before income taxes $ 71,703 $ 119,863 Depreciation, depletion, amortization and impairment: Drilling Services $ 92,345 $ 91,293 Completion Services 148,680 26,025 Drilling Products 27,182 — Other 5,411 7,323 Corporate 1,338 3,539 Total depreciation, depletion, amortization and impairment $ 274,956 $ 128,180 Capital expenditures: Drilling Services $ 82,793 $ 89,279 Completion Services 123,377 21,425 Drilling Products 15,586 — Other 3,797 5,223 Corporate 1,388 1,674 Total capital expenditures $ 226,941 $ 117,601 March 31, 2024 December 31, 2023 Identifiable assets: Drilling Services $ 2,208,251 $ 2,368,604 Completion Services 3,786,399 3,835,699 Drilling Products 996,195 1,011,870 Other 58,392 59,221 Corporate (4) 176,951 144,637 Total assets $ 7,226,188 $ 7,420,031 (1) Other includes our oilfield rentals business and oil and natural gas working interests. (2) I ntercompany revenues consist of revenues from drilling services provided to our other operations, and revenues from other operations for services provi ded to drilling services, completion services and within other operations. These revenues are generally based on estimated external selling prices and are eliminated during consolidation. (3) Segment operating income is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expenses and other operating income. (4) Corporate assets primarily include cash on hand and certain property and equipment. |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Outstanding Debt Balances | The estimated fair value of our outstanding debt balances as of March 31, 2024 and December 31, 2023 is set forth below (in thousands): March 31, 2024 December 31, 2023 Carrying Fair Carrying Fair 3.95% Senior Notes Due 2028 $ 482,505 $ 459,274 $ 482,505 $ 450,540 5.15% Senior Notes Due 2029 344,895 337,487 344,895 329,032 7.15% Senior Notes Due 2033 400,000 430,206 400,000 424,946 Equipment Loans Due 2025 14,661 15,713 18,686 18,766 Total debt $ 1,242,061 $ 1,242,680 $ 1,246,086 $ 1,223,284 |
Implied Market Rates of Interest Used to Determine the Fair Value of Outstanding Debt | The implied market rates of interest used to determine the fair value of our outstanding debt balances as of March 31, 2024 and December 31, 2023 are set forth below: March 31, 2024 December 31, 2023 3.95% Senior Notes Due 2028 5.55 % 5.79 % 5.15% Senior Notes Due 2029 5.60 % 6.10 % 7.15% Senior Notes Due 2033 6.09 % 6.28 % Equipment Loans Due 2025 5.67 % 5.36 % |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash, cash equivalents and restricted cash | $ 167,665 | $ 157,218 | ||
Restricted cash | 2,582 | 0 | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 170,247 | $ 192,680 | $ 157,218 | $ 137,553 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 01, 2023 | Aug. 14, 2023 |
Ulterra Drilling Technologies, L.P. | ||
Business Acquisition [Line Items] | ||
Business combination, shares issued (in shares) | 34,900,000 | |
Business combinations, consideration paid in cash | $ 375,740 | |
Common stock price (in usd per share) | $ 14.94 | |
Business combination, consideration transferred | $ 897,146 | |
Weighted average cost of capital | 10.50% | |
NexTier Oilfield Solutions Inc. | ||
Business Acquisition [Line Items] | ||
Business combination, shares issued (in shares) | 172,092,000 | |
Common stock price (in usd per share) | $ 14.91 | |
Business combination, consideration transferred | $ 2,799,308 | |
Weighted average cost of capital | 14% | |
Common stock consideration, shares issued (in shares) | 0.752 |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Value of Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 01, 2023 | Aug. 14, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | ||||
Number of shares common stock outstanding (in shares) | 403,807,871 | 411,195,302 | ||
Ulterra Drilling Technologies, L.P. | ||||
Business Acquisition [Line Items] | ||||
Shares of our common stock issued (in shares) | 34,900,000 | |||
Plus net cash consideration | $ 375,740 | |||
Common stock price (in usd per share) | $ 14.94 | |||
Common stock equity consideration | $ 521,406 | |||
Total consideration transferred | 897,146 | |||
Net cash consideration | $ 370,000 | |||
NexTier Oilfield Solutions Inc. | ||||
Business Acquisition [Line Items] | ||||
Number of shares common stock outstanding (in shares) | 228,846,000 | |||
Common stock consideration, shares issued (in shares) | 0.752 | |||
Shares of our common stock issued (in shares) | 172,092,000 | |||
Common stock price (in usd per share) | $ 14.91 | |||
Common stock equity consideration | $ 2,565,895 | |||
Acceleration of RSU awards | 1,997 | |||
Fair value of replacement equity awards | 70,416 | |||
NexTier long-term debt repaid by Patterson-UTI Energy, Inc. | 161,000 | |||
Total consideration transferred | $ 2,799,308 |
Business Combinations - Sched_2
Business Combinations - Schedule of Total Purchase Price of Assets Acquired and Liabilities Assumed Based on Fair Value (Details) - USD ($) $ in Thousands | Sep. 01, 2023 | Aug. 14, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities assumed: | ||||
Goodwill | $ 1,379,741 | $ 1,379,741 | ||
Ulterra Drilling Technologies, L.P. | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 18,426 | |||
Accounts receivable | 68,467 | |||
Inventory | 36,313 | |||
Rental equipment | 109,055 | |||
Property and equipment | 27,583 | |||
Intangible assets | 313,000 | |||
Operating lease right of use asset | 7,513 | |||
Finance lease right of use asset | 5,228 | |||
Other assets | 15,989 | |||
Total assets acquired | 601,574 | |||
Liabilities assumed: | ||||
Accounts payable | 23,258 | |||
Accrued liabilities | 33,323 | |||
Operating lease liability | 7,513 | |||
Finance lease liability | 5,228 | |||
Deferred tax liabilities | 83,993 | |||
Total liabilities assumed | 153,315 | |||
Less: noncontrolling interest | (8,729) | |||
Net assets acquired | 439,530 | |||
Goodwill | 457,616 | |||
Total consideration transferred | $ 897,146 | |||
Ulterra Drilling Technologies, L.P. | Drilling Products | ||||
Liabilities assumed: | ||||
Useful life | 7 years 6 months | |||
Ulterra Drilling Technologies, L.P. | Inventory | ||||
Liabilities assumed: | ||||
Business combination, adjustment to write-up | $ 5,500 | |||
Ulterra Drilling Technologies, L.P. | Long-lived Assets | ||||
Liabilities assumed: | ||||
Business combination, adjustment to write-up | $ 74,400 | |||
NexTier Oilfield Solutions Inc. | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 95,815 | |||
Accounts receivable | 420,200 | |||
Inventory | 71,930 | |||
Property and equipment | 1,045,610 | |||
Intangible assets | 768,000 | |||
Operating lease right of use asset | 19,091 | |||
Finance lease right of use asset | 50,733 | |||
Other assets | 84,677 | |||
Total assets acquired | 2,556,056 | |||
Liabilities assumed: | ||||
Accounts payable | 358,873 | |||
Accrued liabilities | 129,535 | |||
Operating lease liability | 19,091 | |||
Finance lease liability | 50,733 | |||
Deferred tax liabilities | 86,293 | |||
Long-term debt | 22,533 | |||
Other liabilities | 11,815 | |||
Total liabilities assumed | 678,873 | |||
Net assets acquired | 1,877,183 | |||
Goodwill | 922,125 | |||
Total consideration transferred | $ 2,799,308 | |||
NexTier Oilfield Solutions Inc. | Property and Equipment, adjustment | ||||
Liabilities assumed: | ||||
Useful life | 6 years | |||
NexTier Oilfield Solutions Inc. | Long-lived Assets | ||||
Liabilities assumed: | ||||
Business combination, adjustment to write-up | $ 263,000 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Contract liability | $ 23,800 | $ 103,000 |
Revenue recognized | 84,700 | |
Contract liability, current | 22,016 | $ 98,914 |
Contract liability, noncurrent | 1,800 | |
Revenue, remaining performance obligation, amount | $ 527,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligation, expected timing of satisfaction, period | 9 months | |
Revenue, remaining performance obligation, percentage | 14% | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Equipment rental lease term | 2 days | |
Accounts receivable payment terms | 30 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Equipment rental lease term | 3 days | |
Accounts receivable payment terms | 60 days |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory, Net [Abstract] | ||
Raw materials and supplies | $ 141,278 | $ 141,311 |
Work-in-process | 8,226 | 7,437 |
Finished goods | 33,674 | 32,057 |
Inventory | $ 183,178 | $ 180,805 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Assets [Abstract] | ||
Federal and state income taxes receivable | $ 25,977 | $ 26,949 |
Workers' compensation receivable | 30,632 | 31,006 |
Prepaid expenses | 33,156 | 46,394 |
Other | 38,739 | 36,773 |
Other current assets | $ 128,504 | $ 141,122 |
Property and Equipment - Summar
Property and Equipment - Summary (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,303,595 | $ 9,152,221 |
Less accumulated depreciation, depletion, amortization and impairment | (5,984,250) | (5,811,809) |
Property and equipment, net | 3,319,345 | 3,340,412 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,646,493 | 8,506,727 |
Oil and natural gas properties | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 241,258 | 238,337 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 253,330 | 248,693 |
Rental equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 123,832 | 119,653 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 38,682 | $ 38,811 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and depletion | $ 244 | $ 125 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) reportingUnit | Dec. 31, 2023 USD ($) reportingUnit | Mar. 31, 2023 USD ($) | |
Goodwill [Line Items] | |||
Goodwill additions | $ 0 | ||
Impairment of goodwill | 0 | ||
Reporting units | reportingUnit | 3 | ||
Amortization expense on intangible assets | $ 30,500,000 | $ 800,000 | |
Drilling Products | |||
Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | ||
Terminal period, growth estimate percentage | 1% | ||
Weighted average cost of capital percentage | 10% | ||
Reporting unit, percentage of fair value in excess of carrying amount | 4% | ||
Completion Services | |||
Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | ||
Terminal period, growth estimate percentage | 1% | ||
Weighted average cost of capital percentage | 12% | ||
Reporting unit, percentage of fair value in excess of carrying amount | 11% | ||
Cementing Services | |||
Goodwill [Line Items] | |||
Impairment of goodwill | $ 0 | ||
Terminal period, growth estimate percentage | 1% | ||
Reporting unit, percentage of fair value in excess of carrying amount | 80% | ||
Completion Services | |||
Goodwill [Line Items] | |||
Reporting units | reportingUnit | 2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill by Operating Segment (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill [Line Items] | |
Balance at beginning of period | $ 1,379,741 |
Balance at end of period | 1,379,741 |
Completion Services | |
Goodwill [Line Items] | |
Balance at beginning of period | 922,125 |
Balance at end of period | 922,125 |
Drilling Products | |
Goodwill [Line Items] | |
Balance at beginning of period | 457,616 |
Balance at end of period | $ 457,616 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,099,644 | $ 1,097,832 |
Accumulated Amortization | (76,640) | (46,135) |
Net Carrying Amount | 1,023,004 | 1,051,697 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 785,591 | 786,715 |
Accumulated Amortization | (43,160) | (25,563) |
Net Carrying Amount | 742,431 | 761,152 |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 202,772 | 202,772 |
Accumulated Amortization | (26,467) | (16,435) |
Net Carrying Amount | 176,305 | 186,337 |
Trade Name | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 101,000 | 101,000 |
Accumulated Amortization | (5,906) | (3,406) |
Net Carrying Amount | 95,094 | 97,594 |
Other | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,281 | 7,345 |
Accumulated Amortization | (1,107) | (731) |
Net Carrying Amount | $ 9,174 | $ 6,614 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Salaries, wages, payroll taxes and benefits | $ 91,607 | $ 129,982 |
Workers' compensation liability | 68,365 | 67,396 |
Property, sales, use and other taxes | 59,853 | 62,194 |
Insurance, other than workers' compensation | 10,687 | 11,524 |
Accrued interest payable | 10,241 | 19,172 |
Contract liability, current | 22,016 | 98,914 |
Federal and state income taxes payable | 2,055 | 3,437 |
Accrued merger and integration expenses | 12,861 | 15,113 |
Other | 46,299 | 38,536 |
Accrued liabilities | $ 323,984 | $ 446,268 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total | $ 1,242,061 | $ 1,246,086 |
Less deferred financing costs and discounts | (8,597) | (8,919) |
Less current portion | (12,406) | (12,226) |
Total | $ 1,221,058 | 1,224,941 |
3.95% Senior Notes Due 2028 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 3.95% | |
Total | $ 482,505 | 482,505 |
5.15% Senior Notes Due 2029 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 5.15% | |
Total | $ 344,895 | 344,895 |
7.15% Senior Notes Due 2033 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 7.15% | |
Total | $ 400,000 | 400,000 |
Equipment Loans Due 2025 | ||
Debt Instrument [Line Items] | ||
Total | $ 14,661 | $ 18,686 |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facilities - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
Mar. 27, 2018 | Mar. 16, 2015 | Mar. 31, 2024 | Apr. 05, 2024 | Aug. 29, 2023 | |
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 87,200,000 | ||||
Line of credit, borrowings outstanding percentage | 1.50% | ||||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit, borrowings outstanding | 0 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit, borrowings outstanding | 0 | ||||
Line of credit, available borrowing capacity | $ 548,000,000 | ||||
Amended and Restated Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 85,000,000 | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt service coverage ratio | 1.50% | ||||
Credit agreement, financial covenant description | our total debt to capitalization ratio, expressed as a percentage, not exceed 50% as of the last day of each fiscal quarter. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. | ||||
Credit Agreement | SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.10% | 1.75% | |||
Credit Agreement | Floor Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0% | ||||
Credit Agreement | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.75% | ||||
Credit Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee rate payable to lenders based on credit rating | 0.10% | ||||
Credit Agreement | Minimum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Credit Agreement | Minimum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0% | ||||
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% | ||||
Credit Agreement | Maximum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2% | ||||
Credit Agreement | Maximum | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 550,000,000 | ||||
Letters of credit outstanding | 2,500,000 | ||||
Credit Agreement | Revolving Credit Facility | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 100,000,000 | ||||
Credit Agreement | Bridge Loan | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 50,000,000 | ||||
Reimbursement Agreement | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 82,800,000 | ||||
Reimbursement Agreement | LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.25% | ||||
Subsequent Event | Credit Agreement-Increase Amendment | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 615,000,000 | ||||
Subsequent Event | Credit Agreement-Increase Amendment | Revolving Credit Facility, Maturity Date One | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | 567,000,000 | ||||
Subsequent Event | Credit Agreement-Increase Amendment | Revolving Credit Facility, Maturity Date Two | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 48,300,000 |
Long-Term Debt - Senior Notes -
Long-Term Debt - Senior Notes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Sep. 13, 2023 | Nov. 15, 2019 | Jan. 19, 2018 | Mar. 31, 2024 | |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, aggregate principal amount | $ 350 | |||
3.95% Senior Notes Due 2028 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, aggregate principal amount | $ 525 | |||
Debt interest rate | 3.95% | |||
Debt payment term | We pay interest on the 2028 Notes on February 1 and August 1 of each year | |||
Debt maturity date | Nov. 15, 2029 | Feb. 01, 2028 | ||
Debt instrument redemption description | At our option, we may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a “make-whole” premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, on August 15, 2029, in the case of the 2029 Notes, and on July 1, 2033, in the case of the 2033 Notes, at our option, we may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the applicable redemption date. | |||
Debt instrument, redemption percentage | 100% | |||
Debt instrument redemption upon the occurrence of change of control, description | Upon the occurrence of a change of control triggering event, as defined in the indentures, each holder of the Senior Notes may require us to purchase all or a portion of such holder’s Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. | |||
Redemption price percentage of principal amount of debt instrument on change of control | 101% | |||
5.15% Senior Notes Due 2029 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.15% | 5.15% | ||
Debt payment term | We pay interest on the 2029 Notes on May 15 and November 15 of each year | |||
Debt instrument redemption description | At our option, we may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a “make-whole” premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, on August 15, 2029, in the case of the 2029 Notes, and on July 1, 2033, in the case of the 2033 Notes, at our option, we may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the applicable redemption date. | |||
Debt instrument, redemption percentage | 100% | |||
Debt instrument redemption upon the occurrence of change of control, description | Upon the occurrence of a change of control triggering event, as defined in the indentures, each holder of the Senior Notes may require us to purchase all or a portion of such holder’s Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. | |||
7.15% Senior Notes due 2033 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, aggregate principal amount | $ 400 | |||
Debt interest rate | 7.15% | |||
Debt payment term | We pay interest on the 2033 Notes on April 1 and October 1 of each year | |||
Debt maturity date | Oct. 01, 2033 | |||
Debt instrument redemption description | At our option, we may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a “make-whole” premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, on August 15, 2029, in the case of the 2029 Notes, and on July 1, 2033, in the case of the 2033 Notes, at our option, we may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the applicable redemption date. | |||
Debt instrument, redemption percentage | 100% | |||
Debt instrument redemption upon the occurrence of change of control, description | Upon the occurrence of a change of control triggering event, as defined in the indentures, each holder of the Senior Notes may require us to purchase all or a portion of such holder’s Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. | |||
Redemption price percentage of principal amount of debt instrument on change of control | 101% | |||
2033 Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, aggregate principal amount | $ 396 | |||
Equipment Loans | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.25% | |||
Debt maturity date | Jun. 01, 2025 |
Long-Term Debt - Schedule of Pr
Long-Term Debt - Schedule of Principal Repayment Requirements of Long-Term Debt (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 8,265 |
2025 | 6,396 |
2026 | 0 |
2027 | 0 |
2028 | 482,505 |
2029 | 344,895 |
Thereafter | 400,000 |
Total | $ 1,242,061 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |
Letters of credit, collateral for retrospective premiums and retained losses | $ 87,200,000 |
Commitments to purchase major equipment | 158,000,000 |
Current obligation | 31,800,000 |
Purchase obligations for remainder of 2024 | 25,900,000 |
Purchase obligations for 2025 | 4,000,000 |
Purchase obligations for 2026 | 2,000,000 |
Letter of Credit | |
Commitments and Contingencies Disclosure [Line Items] | |
Amount drawn under letters of credit | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 01, 2024 | Mar. 31, 2024 | Feb. 29, 2024 |
Class of Stock [Line Items] | |||
Amount approved for repurchases under stock buyback program | $ 1,000 | ||
Remaining amount approved for repurchases under stock buyback program | $ 945 | ||
Subsequent Event | |||
Class of Stock [Line Items] | |||
Dividend declaration date | May 01, 2024 | ||
Dividend per share, declared | $ 0.08 |
Stockholders' Equity - Treasury
Stockholders' Equity - Treasury Stock Acquisition (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Treasury Stock, Increase (Decrease) [Roll Forward] | ||
Treasury shares, at beginning of period (in shares) | 105,580,011 | |
Treasury shares, cost at beginning of period | $ 1,657,675 | |
Purchases pursuant to stock buyback program, cost | $ 98,613 | $ 74,307 |
Treasury shares, at end of period (in shares) | 114,330,726 | |
Treasury shares, cost at end of period | $ 1,756,288 | |
Long-term Incentive Plans | ||
Treasury Stock, Increase (Decrease) [Roll Forward] | ||
Purchases pursuant to stock buyback program (in shares) | 395,813 | |
Purchases pursuant to stock buyback program, cost | $ 4,261 | |
Share Repurchase Program | ||
Treasury Stock, Increase (Decrease) [Roll Forward] | ||
Purchases pursuant to stock buyback program (in shares) | 8,354,902 | |
Purchases pursuant to stock buyback program, cost | $ 94,352 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jun. 08, 2023 shares | May 31, 2023 shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Sep. 01, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of stock option granted (in shares) | 0 | ||||
Accrued liabilities | $ | $ 323,984 | $ 446,268 | |||
Performance goal, total shareholder return during performance period, compared to peer group at 25th percentile, number of target shares to be received | 0.5 | ||||
Performance payout may not exceed target number of shares if absolute total shareholder return, threshold | $ / shares | $ 0 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | $ 43,300 | ||||
Accrued liabilities | $ | $ 7,400 | ||||
Weighted-average remaining vesting period | 1 year 7 months 6 days | ||||
Performance Unit Awards | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | $ 9,000 | ||||
Performance period | 3 years | ||||
Performance goal, total shareholder return during performance period, compared to peer group at 75th percentile or higher, number of target shares to be received | 2 | ||||
Weighted-average remaining vesting period | 10 months 28 days | ||||
Performance Unit Awards | 2020 Performance Unit Awards | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares issued (in shares) | 1,001,000 | ||||
2021 Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Increase in number of shares available for issuance (in shares) | 5,445,000 | ||||
Shares authorized for grant (in shares) | 29,000,000 | ||||
NexTier Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares authorized for grant (in shares) | 10,000,000 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Shares | |
Outstanding Shares at beginning of period (in shares) | shares | 2,865,223 |
Exercised (in shares) | shares | 0 |
Expired (in shares) | shares | (192,099) |
Outstanding Shares at end of period (in shares) | shares | 2,673,124 |
Exercisable at end of year (in shares) | shares | 2,673,124 |
Weighted Average Exercise Price Per Share | |
Outstanding at beginning of period (in usd per share) | $ / shares | $ 23.36 |
Exercised (in usd per share) | $ / shares | 0 |
Expired (in usd per share) | $ / shares | 20.78 |
Outstanding at end of period (in usd per share) | $ / shares | 23.54 |
Exercisable at end of year (in usd per share) | $ / shares | $ 23.54 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Unit Activity (Detail) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested restricted units outstanding at beginning of period (in usd per share) | $ / shares | $ 10.60 |
Granted (in usd per share) | $ / shares | 10.80 |
Vested (in usd per share) | $ / shares | 5.53 |
Forfeited (in usd per share) | $ / shares | 12.83 |
Non-vested restricted units outstanding at end of period (in usd per share) | $ / shares | $ 11.95 |
Time Based Restricted Stock Units | |
Shares | |
Non-vested restricted units outstanding at beginning of period (in shares) | 5,827,668 |
Granted (in shares) | 168,512 |
Vested (in shares) | (1,363,284) |
Forfeited (in shares) | (32,196) |
Non-vested restricted units outstanding at end of period (in shares) | 4,600,700 |
Performance Based Restricted Stock Units | |
Shares | |
Non-vested restricted units outstanding at beginning of period (in shares) | 521,533 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Non-vested restricted units outstanding at end of period (in shares) | 521,533 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance Units (Detail) - Performance Unit Awards | 3 Months Ended |
Mar. 31, 2024 shares | |
2023 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Target number of shares (in shares) | 631,700 |
2022 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Target number of shares (in shares) | 414,000 |
2021 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Target number of shares (in shares) | 843,000 |
2020 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Target number of shares (in shares) | 500,500 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Performance Units (Detail) - Performance Unit Awards $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
2023 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | $ 8,440 |
2022 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | 10,743 |
2021 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | 7,225 |
2020 Performance Unit Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Aggregate fair value at date of grant | $ 826 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Expense Associated with Performance Units (Detail) - Performance Unit Awards - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2023 Performance Unit Awards | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense associated with Performance Units | $ 663 | |
2022 Performance Unit Awards | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense associated with Performance Units | 862 | $ 895 |
2021 Performance Unit Awards | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense associated with Performance Units | $ 584 | 602 |
2020 Performance Unit Awards | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense associated with Performance Units | $ 69 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 27.90% | 16.80% |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Basic and Diluted Net Income (Loss) per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
BASIC EPS: | ||
Net income attributable to common stockholders | $ 51,235 | $ 99,678 |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock (in shares) | 408,182 | 212,089 |
Basic net income per common share (in usd per share) | $ 0.13 | $ 0.47 |
DILUTED EPS: | ||
Net income attributable to common stockholders | $ 51,235 | $ 99,678 |
Weighted average number of common shares outstanding, excluding non-vested shares of restricted stock (in shares) | 409,819 | 215,866 |
Diluted net income per common share (in shares) | $ 0.13 | $ 0.46 |
Potentially dilutive securities excluded as anti-dilutive (in shares) | 2,673 | 2,905 |
Business Segments - Revenues (D
Business Segments - Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | $ 1,510,360 | $ 791,802 |
Drilling Services | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 457,573 | 477,727 |
Completion Services | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 944,997 | 293,268 |
Drilling Products | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 89,973 | 0 |
Operating Segments | Drilling Services | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 461,887 | 482,535 |
Operating Segments | Completion Services | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 944,997 | 293,268 |
Operating Segments | Drilling Products | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 89,973 | 0 |
Other Operations | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | 18,445 | 21,036 |
Intersegment Elimination | Drilling Services | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | (4,314) | (4,808) |
Intersegment Elimination | Other Operations | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenues | $ (628) | $ (229) |
Business Segments - Income (Los
Business Segments - Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | $ 86,999 | $ 125,963 |
Interest income | 2,189 | 1,240 |
Interest expense, net of amount capitalized | (18,335) | (8,826) |
Other | 850 | 1,486 |
Income before income taxes | 71,703 | 119,863 |
Operating Segments | ||
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | 145,741 | 145,738 |
Operating Segments | Drilling Services | ||
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | 89,612 | 101,306 |
Operating Segments | Completion Services | ||
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | 49,629 | 44,432 |
Operating Segments | Drilling Products | ||
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | 6,500 | 0 |
Operating Segments | Corporate Segment | ||
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | (59,730) | (21,742) |
Other Operations | ||
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income (loss) | $ 988 | $ 1,967 |
Business Segments - Depreciatio
Business Segments - Depreciation, Depletion, Amortization and Impairment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Depreciation, depletion, amortization and impairment | $ 274,956 | $ 128,180 |
Other Operations | ||
Segment Reporting Information [Line Items] | ||
Depreciation, depletion, amortization and impairment | 5,411 | 7,323 |
Operating Segments | Drilling Services | ||
Segment Reporting Information [Line Items] | ||
Depreciation, depletion, amortization and impairment | 92,345 | 91,293 |
Operating Segments | Completion Services | ||
Segment Reporting Information [Line Items] | ||
Depreciation, depletion, amortization and impairment | 148,680 | 26,025 |
Operating Segments | Drilling Products | ||
Segment Reporting Information [Line Items] | ||
Depreciation, depletion, amortization and impairment | 27,182 | 0 |
Operating Segments | Corporate Segment | ||
Segment Reporting Information [Line Items] | ||
Depreciation, depletion, amortization and impairment | $ 1,338 | $ 3,539 |
Business Segments - Capital Exp
Business Segments - Capital Expenditures (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 226,941 | $ 117,601 |
Operating Segments | Drilling Services | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 82,793 | 89,279 |
Operating Segments | Completion Services | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 123,377 | 21,425 |
Operating Segments | Drilling Products | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 15,586 | 0 |
Operating Segments | Other Operations | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 3,797 | 5,223 |
Operating Segments | Corporate Segment | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 1,388 | $ 1,674 |
Business Segments - Identifiabl
Business Segments - Identifiable Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 7,226,188 | $ 7,420,031 |
Operating Segments | Drilling Services | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 2,208,251 | 2,368,604 |
Operating Segments | Completion Services | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 3,786,399 | 3,835,699 |
Operating Segments | Drilling Products | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 996,195 | 1,011,870 |
Operating Segments | Corporate Segment | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 176,951 | 144,637 |
Other Operations | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 58,392 | $ 59,221 |
Fair Values of Financial Inst_3
Fair Values of Financial Instruments - Estimated Fair Value of Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 1,242,061 | $ 1,246,086 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 1,242,680 | 1,223,284 |
3.95% Senior Notes Due 2028 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 482,505 | 482,505 |
3.95% Senior Notes Due 2028 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 459,274 | 450,540 |
5.15% Senior Notes Due 2029 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 344,895 | 344,895 |
5.15% Senior Notes Due 2029 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 337,487 | 329,032 |
7.15% Senior Notes due 2033 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 400,000 | 400,000 |
7.15% Senior Notes due 2033 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 430,206 | 424,946 |
Equipment Loans Due 2025 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | 14,661 | 18,686 |
Equipment Loans Due 2025 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt | $ 15,713 | $ 18,766 |
Fair Values of Financial Inst_4
Fair Values of Financial Instruments - Additional Information (Detail) - Equipment Loans | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt interest rate | 5.25% | |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt interest rate | 5.25% | 5.25% |
Fair Values of Financial Inst_5
Fair Values of Financial Instruments - Implied Market Rates of Interest (Details) - Valuation, Market Approach - Level 2 - Measurement Input, Implied Market Rate | Mar. 31, 2024 | Dec. 31, 2023 |
3.95% Senior Notes Due 2028 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.0555 | 0.0579 |
5.15% Senior Notes Due 2029 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.0560 | 0.0610 |
7.15% Senior Notes Due 2033 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.0609 | 0.0628 |
Equipment Loans Due 2025 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.0567 | 0.0536 |