PATTERSON UTI ENERGY INC - Quarter Report: 2007 June (Form 10-Q)
Table of Contents
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-Q
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 2007 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission file number 0-22664
Patterson-UTI Energy,
Inc.
(Exact name of registrant as
specified in its charter)
DELAWARE | 75-2504748 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
4510 LAMESA HIGHWAY, SNYDER, TEXAS |
79549 (Zip Code) |
|
(Address of principal executive offices) |
(325) 574-6300
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
157,190,147 shares of common stock, $0.01 par value,
as of August 2, 2007
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
TABLE OF
CONTENTS
Table of Contents
PART I
FINANCIAL INFORMATION
ITEM 1. | Financial Statements |
The following unaudited consolidated financial statements
include all adjustments which, in the opinion of management, are
necessary in order to make such financial statements not
misleading.
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
(unaudited, in thousands, except share data)
June 30, |
December 31, |
|||||||
2007 | 2006 | |||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 27,475 | $ | 13,385 | ||||
Accounts receivable, net of
allowance for doubtful accounts of $8,438 at June 30, 2007
and $7,484 at December 31, 2006
|
393,448 | 484,106 | ||||||
Accrued federal and state income
taxes receivable
|
| 5,448 | ||||||
Inventory
|
42,664 | 43,947 | ||||||
Deferred tax assets, net
|
36,504 | 48,868 | ||||||
Deposits on equipment purchase
contracts
|
4,741 | 24,746 | ||||||
Embezzlement recovery receivable
|
42,500 | | ||||||
Other
|
38,998 | 32,170 | ||||||
Total current assets
|
586,330 | 652,670 | ||||||
Property and equipment, net
|
1,688,868 | 1,435,804 | ||||||
Goodwill
|
96,198 | 99,056 | ||||||
Other
|
5,484 | 4,973 | ||||||
Total assets
|
$ | 2,376,880 | $ | 2,192,503 | ||||
LIABILITIES AND
STOCKHOLDERS EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable:
|
||||||||
Trade
|
$ | 190,129 | $ | 138,372 | ||||
Accrued revenue distributions
|
18,161 | 15,359 | ||||||
Other
|
13,099 | 18,424 | ||||||
Accrued federal and state income
taxes payable
|
831 | | ||||||
Accrued expenses
|
123,874 | 145,463 | ||||||
Total current liabilities
|
346,094 | 317,618 | ||||||
Borrowings under line of credit
|
15,000 | 120,000 | ||||||
Deferred tax liabilities, net
|
208,382 | 187,960 | ||||||
Other
|
4,560 | 4,459 | ||||||
Total liabilities
|
574,036 | 630,037 | ||||||
Commitments and contingencies (see
Note 10)
|
| | ||||||
Stockholders equity:
|
||||||||
Preferred stock, par value $.01;
authorized 1,000,000 shares, no shares issued
|
| | ||||||
Common stock, par value $.01;
authorized 300,000,000 shares with 177,312,704 and
176,656,401 issued and 157,182,797 and 156,542,512 outstanding
at June 30, 2007 and December 31, 2006, respectively
|
1,773 | 1,766 | ||||||
Additional paid-in capital
|
691,472 | 681,069 | ||||||
Retained earnings
|
1,570,507 | 1,346,542 | ||||||
Accumulated other comprehensive
income
|
14,808 | 8,390 | ||||||
Treasury stock, at cost, 20,129,907
and 20,113,889 shares at June 30, 2007 and
December 31, 2006, respectively
|
(475,716 | ) | (475,301 | ) | ||||
Total stockholders equity
|
1,802,844 | 1,562,466 | ||||||
Total liabilities and
stockholders equity
|
$ | 2,376,880 | $ | 2,192,503 | ||||
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
1
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
(unaudited, in thousands, except per share amounts)
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Operating revenues:
|
||||||||||||||||
Contract drilling
|
$ | 419,191 | $ | 530,349 | $ | 886,689 | $ | 1,039,053 | ||||||||
Pressure pumping
|
51,592 | 36,010 | 90,176 | 67,338 | ||||||||||||
Drilling and completion fluids
|
39,667 | 59,877 | 70,427 | 109,058 | ||||||||||||
Oil and natural gas
|
12,108 | 10,577 | 22,367 | 19,097 | ||||||||||||
522,558 | 636,813 | 1,069,659 | 1,234,546 | |||||||||||||
Operating costs and expenses:
|
||||||||||||||||
Contract drilling
|
228,297 | 235,902 | 474,451 | 469,676 | ||||||||||||
Pressure pumping
|
25,777 | 17,935 | 46,928 | 35,585 | ||||||||||||
Drilling and completion fluids
|
32,628 | 46,049 | 58,019 | 84,235 | ||||||||||||
Oil and natural gas
|
2,461 | 5,364 | 5,739 | 8,019 | ||||||||||||
Depreciation, depletion and
impairment
|
59,947 | 47,481 | 115,878 | 91,030 | ||||||||||||
Selling, general and administrative
|
16,322 | 12,840 | 30,991 | 25,651 | ||||||||||||
Embezzlement costs (recoveries)
|
(41,935 | ) | 673 | (41,935 | ) | 4,453 | ||||||||||
(Gain) loss on disposal of assets
|
(16,475 | ) | 870 | (16,273 | ) | | ||||||||||
Other operating expenses
|
400 | 786 | 1,000 | 1,385 | ||||||||||||
307,422 | 367,900 | 674,798 | 720,034 | |||||||||||||
Operating income
|
215,136 | 268,913 | 394,861 | 514,512 | ||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
457 | 2,280 | 826 | 4,631 | ||||||||||||
Interest expense
|
(831 | ) | (55 | ) | (1,594 | ) | (113 | ) | ||||||||
Other
|
109 | 59 | 203 | 143 | ||||||||||||
(265 | ) | 2,284 | (565 | ) | 4,661 | |||||||||||
Income before income taxes and
cumulative effect of change in accounting principle
|
214,871 | 271,197 | 394,296 | 519,173 | ||||||||||||
Income tax expense:
|
||||||||||||||||
Current
|
56,350 | 98,394 | 109,783 | 182,325 | ||||||||||||
Deferred
|
18,970 | 1,113 | 29,161 | 6,589 | ||||||||||||
75,320 | 99,507 | 138,944 | 188,914 | |||||||||||||
Income before cumulative effect of
change in accounting principle
|
139,551 | 171,690 | 255,352 | 330,259 | ||||||||||||
Cumulative effect of change in
accounting principle, net of related income tax expense of $398
|
| | | 687 | ||||||||||||
Net income
|
$ | 139,551 | $ | 171,690 | $ | 255,352 | $ | 330,946 | ||||||||
Income before cumulative effect of
change in accounting principle:
|
||||||||||||||||
Basic
|
$ | 0.90 | $ | 1.02 | $ | 1.64 | $ | 1.94 | ||||||||
Diluted
|
$ | 0.88 | $ | 1.00 | $ | 1.62 | $ | 1.91 | ||||||||
Net income per common share:
|
||||||||||||||||
Basic
|
$ | 0.90 | $ | 1.02 | $ | 1.64 | $ | 1.94 | ||||||||
Diluted
|
$ | 0.88 | $ | 1.00 | $ | 1.62 | $ | 1.91 | ||||||||
Weighted average number of common
shares outstanding:
|
||||||||||||||||
Basic
|
155,527 | 168,894 | 155,457 | 170,351 | ||||||||||||
Diluted
|
157,912 | 171,522 | 157,580 | 172,949 | ||||||||||||
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
2
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
(unaudited, in thousands)
Accumulated |
||||||||||||||||||||||||||||
Common Stock |
Additional |
Other |
||||||||||||||||||||||||||
Number of |
Paid-in |
Retained |
Comprehensive |
Treasury |
||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Income | Stock | Total | ||||||||||||||||||||||
Balance, December 31, 2006
|
176,656 | $ | 1,766 | $ | 681,069 | $ | 1,346,542 | $ | 8,390 | $ | (475,301 | ) | $ | 1,562,466 | ||||||||||||||
Issuance of restricted stock
|
576 | 6 | (6 | ) | | | | | ||||||||||||||||||||
Exercise of stock options
|
109 | 1 | 933 | | | | 934 | |||||||||||||||||||||
Stock based compensation
|
| | 8,416 | | | | 8,416 | |||||||||||||||||||||
Tax benefit for stock based
compensation
|
| | 1,060 | | | | 1,060 | |||||||||||||||||||||
Forfeitures of restricted shares
|
(28 | ) | | | | | | | ||||||||||||||||||||
Foreign currency translation
adjustment, net of tax of $3,625
|
| | | | 6,418 | | 6,418 | |||||||||||||||||||||
Payment of cash dividends
|
| | | (31,387 | ) | | | (31,387 | ) | |||||||||||||||||||
Purchase of treasury stock
|
| | | | | (415 | ) | (415 | ) | |||||||||||||||||||
Net income
|
| | | 255,352 | | | 255,352 | |||||||||||||||||||||
Balance, June 30, 2007
|
177,313 | $ | 1,773 | $ | 691,472 | $ | 1,570,507 | $ | 14,808 | $ | (475,716 | ) | $ | 1,802,844 | ||||||||||||||
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
3
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
(unaudited, in thousands)
Six Months Ended |
||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating
activities:
|
||||||||
Net income
|
$ | 255,352 | $ | 330,946 | ||||
Adjustments to reconcile net
income to net cash provided by operating activities:
|
||||||||
Depreciation, depletion and
impairment
|
115,878 | 91,030 | ||||||
Dry holes and abandonments
|
786 | 3,101 | ||||||
Provision for bad debts
|
1,000 | 1,200 | ||||||
Deferred income tax expense
|
29,161 | 6,987 | ||||||
Stock based compensation expense
|
8,416 | 6,366 | ||||||
Gain on disposal of assets
|
(16,273 | ) | | |||||
Changes in operating assets and
liabilities:
|
||||||||
Accounts receivable
|
90,703 | (86,185 | ) | |||||
Embezzlement recovery receivable
|
(42,500 | ) | | |||||
Inventory and other current assets
|
14,352 | (13,655 | ) | |||||
Accounts payable
|
6,876 | 10,862 | ||||||
Income taxes payable/receivable
|
6,427 | (12,561 | ) | |||||
Accrued expenses
|
(18,864 | ) | 11,959 | |||||
Other liabilities
|
(4,730 | ) | 2,778 | |||||
Net cash provided by operating
activities
|
446,584 | 352,828 | ||||||
Cash flows from investing
activities:
|
||||||||
Purchases of property and equipment
|
(325,592 | ) | (256,747 | ) | ||||
Proceeds from disposal of property
and equipment
|
26,803 | 4,264 | ||||||
Net cash used in investing
activities
|
(298,789 | ) | (252,483 | ) | ||||
Cash flows from financing
activities:
|
||||||||
Purchases of treasury stock
|
(415 | ) | (199,998 | ) | ||||
Dividends paid
|
(31,387 | ) | (20,319 | ) | ||||
Proceeds from exercise of stock
options
|
934 | 1,261 | ||||||
Tax benefit related to stock-based
compensation
|
1,060 | 845 | ||||||
Proceeds from borrowings under
line of credit
|
82,500 | | ||||||
Repayment of borrowings under line
of credit
|
(187,500 | ) | | |||||
Net cash used in financing
activities
|
(134,808 | ) | (218,211 | ) | ||||
Effect of foreign exchange rate
changes on cash
|
1,103 | 460 | ||||||
Net increase (decrease) in cash
and cash equivalents
|
14,090 | (117,406 | ) | |||||
Cash and cash equivalents at
beginning of period
|
13,385 | 136,398 | ||||||
Cash and cash equivalents at end
of period
|
$ | 27,475 | $ | 18,992 | ||||
Supplemental disclosure of cash
flow information:
|
||||||||
Net cash paid during the period
for:
|
||||||||
Interest expense
|
$ | 1,194 | $ | 113 | ||||
Income taxes
|
$ | 96,759 | $ | 184,501 |
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
4
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
1. | Basis of Consolidation and Presentation |
The interim unaudited consolidated financial statements include
the accounts of Patterson-UTI Energy, Inc. (the
Company) and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been
eliminated. The Company has no controlling financial interests
in any entity that is not a wholly-owned subsidiary which would
require consolidation.
The interim consolidated financial statements have been prepared
by management of the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been omitted pursuant to such rules and regulations,
although the Company believes the disclosures included herein
are adequate to make the information presented not misleading.
In the opinion of management, all adjustments which are of a
normal recurring nature considered necessary for presentation of
the information have been included. The Unaudited Consolidated
Balance Sheet as of December 31, 2006, as presented herein,
was derived from the audited balance sheet of the Company. These
unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and
related notes included in the Companys Annual Report on
Form 10-K
for the year ended December 31, 2006.
The U.S. dollar is the functional currency for all of the
Companys operations except for its Canadian operations,
which use the Canadian dollar as their functional currency. The
effects of exchange rate changes are reflected in accumulated
other comprehensive income, which is a separate component of
stockholders equity (see Note 3 of these Notes to
Unaudited Consolidated Financial Statements).
The Company provides a dual presentation of its net income per
common share in its Unaudited Consolidated Statements of Income:
Basic net income per common share (Basic EPS) and
diluted net income per common share (Diluted EPS).
Basic EPS excludes dilution and is computed by dividing net
income by the weighted average number of unrestricted common
shares outstanding during the period. Diluted EPS is based on
the weighted-average number of common shares outstanding plus
the impact of dilutive instruments, including stock options,
warrants and restricted shares using the treasury stock method.
The following table presents information necessary to calculate
net income per share for the three and six months ended
June 30, 2007 and 2006 as well as cash dividends per share
paid and potentially dilutive securities excluded from the
weighted average number of diluted common shares outstanding, as
their inclusion would have been anti-dilutive during the three
and six months ended June 30, 2007 and 2006 (in thousands,
except per share amounts):
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income
|
$ | 139,551 | $ | 171,690 | $ | 255,352 | $ | 330,946 | ||||||||
Weighted average number of
unrestricted common shares outstanding
|
155,527 | 168,894 | 155,457 | 170,351 | ||||||||||||
Basic net income per common share
|
$ | 0.90 | $ | 1.02 | $ | 1.64 | $ | 1.94 | ||||||||
Weighted average number of
unrestricted common shares outstanding
|
155,527 | 168,894 | 155,457 | 170,351 | ||||||||||||
Dilutive effect of stock options
and restricted shares
|
2,385 | 2,628 | 2,123 | 2,598 | ||||||||||||
Weighted average number of diluted
common shares outstanding
|
157,912 | 171,522 | 157,580 | 172,949 | ||||||||||||
Diluted net income per common share
|
$ | 0.88 | $ | 1.00 | $ | 1.62 | $ | 1.91 | ||||||||
Cash dividends paid per common
share
|
$ | 0.12 | $ | 0.08 | $ | 0.20 | $ | 0.12 | ||||||||
Potentially dilutive securities
excluded as anti-dilutive
|
1,785 | | 2,435 | | ||||||||||||
5
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The results of operations for the six months ended June 30,
2007 are not necessarily indicative of the results to be
expected for the full year.
2. | Stock-based Compensation |
The Company adopted Financial Accounting Standards Board
(FASB) Statement No. 123 (revised 2004),
Share-Based Payment (FAS 123(R)), on
January 1, 2006 and recognizes the cost of share-based
payments under the fair-value-based method. The Company uses
share-based payments to compensate employees and non-employee
directors. All awards have been equity instruments in the form
of stock options or restricted stock awards. The Company issues
shares of common stock when vested stock option awards are
exercised and when restricted stock awards are granted. As a
result of the initial adoption of FAS 123(R) in 2006, the
Company recognized income due to the cumulative effect of this
change in accounting principle of $687,000, net of taxes of
$398,000, related to previously expensed amortization of
unvested restricted stock grants.
Stock Options. The Company estimates grant
date fair values of stock options using the Black-Scholes-Merton
valuation model (Black-Scholes), except for stock
options granted prior to 1996 that are not subject to
FAS 123(R). Volatility assumptions are based on the
historic volatility of the Companys common stock over the
most recent period equal to the expected term of the options as
of the date the options were granted. The expected term
assumptions are based on the Companys experience with
respect to employee stock option activity. Dividend yield
assumptions are based on the expected dividends at the time the
options were granted. The risk-free interest rate assumptions
are determined by reference to United States Treasury yields.
Weighted-average assumptions used to estimate grant date fair
values for stock options granted in the three and six month
periods ended June 30, 2007 and 2006 follow:
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Volatility
|
36.36 | % | N/A | 36.38 | % | 26.95 | % | |||||||||
Expected term (in years)
|
4.00 | N/A | 4.00 | 4.00 | ||||||||||||
Dividend yield
|
2.00 | % | N/A | 1.96 | % | 0.47 | % | |||||||||
Risk-free interest rate
|
4.56 | % | N/A | 4.56 | % | 4.30 | % |
Stock option activity from January 1, 2007 to June 30,
2007 follows:
Weighted- |
||||||||
Average |
||||||||
Underlying |
Exercise |
|||||||
Shares | Price | |||||||
Outstanding at January 1, 2007
|
6,575,096 | $ | 16.18 | |||||
Granted
|
1,035,000 | $ | 23.94 | |||||
Exercised
|
(108,578 | ) | $ | 8.60 | ||||
Forfeited
|
(1,333 | ) | $ | 14.64 | ||||
Expired
|
| $ | | |||||
Cancelled
|
| $ | | |||||
Outstanding at June 30, 2007
|
7,500,185 | $ | 17.36 | |||||
Exercisable at June 30, 2007
|
5,547,051 | $ | 14.48 | |||||
Restricted Stock. Under all restricted stock
awards to date, shares were issued when granted, nonvested
shares are subject to forfeiture for failure to fulfill service
conditions and nonforfeitable dividends are paid on
6
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
nonvested restricted shares. Additionally, certain restricted
stock awards contain performance conditions related to the
Companys net income.
Restricted stock activity from January 1, 2007 to
June 30, 2007 follows:
Weighted |
||||||||
Average |
||||||||
Grant Date |
||||||||
Shares | Fair Value | |||||||
Nonvested at January 1, 2007
|
1,188,200 | $ | 25.92 | |||||
Granted
|
576,150 | $ | 24.71 | |||||
Vested
|
(181,925 | ) | $ | 19.00 | ||||
Forfeited
|
(28,425 | ) | $ | 24.68 | ||||
Nonvested at June 30, 2007
|
1,554,000 | $ | 26.31 | |||||
3. | Comprehensive Income |
The following table illustrates the Companys comprehensive
income including the effects of foreign currency translation
adjustments for the three and six months ended June 30,
2007 and 2006 (in thousands):
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income
|
$ | 139,551 | $ | 171,690 | $ | 255,352 | $ | 330,946 | ||||||||
Other comprehensive income:
|
||||||||||||||||
Foreign currency translation
adjustment related to Canadian operations, net of tax
|
5,770 | 2,703 | 6,418 | 2,538 | ||||||||||||
Comprehensive income, net of tax
|
$ | 145,321 | $ | 174,393 | $ | 261,770 | $ | 333,484 | ||||||||
4. | Property and Equipment |
Property and equipment consisted of the following at
June 30, 2007 and December 31, 2006 (in thousands):
June 30, |
December 31, |
|||||||
2007 | 2006 | |||||||
Equipment
|
$ | 2,485,203 | $ | 2,135,567 | ||||
Oil and natural gas properties
|
80,174 | 85,143 | ||||||
Buildings
|
37,217 | 30,987 | ||||||
Land
|
10,117 | 7,507 | ||||||
2,612,711 | 2,259,204 | |||||||
Less accumulated depreciation and
depletion
|
(923,843 | ) | (823,400 | ) | ||||
Property and equipment, net
|
$ | 1,688,868 | $ | 1,435,804 | ||||
7
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
5. | Business Segments |
The Companys revenues, operating profits and identifiable
assets are primarily attributable to four business segments:
(i) contract drilling of oil and natural gas wells,
(ii) pressure pumping services, (iii) drilling and
completion fluid services to operators in the oil and natural
gas industry, and (iv) the exploration, development,
acquisition and production of oil and natural gas. Each of these
segments represents a distinct type of business based upon the
type and nature of services and products offered. These segments
have separate management teams which report to the
Companys chief operating decision maker and have distinct
and identifiable revenues and expenses. Separate financial data
for each of our four business segments is provided below (in
thousands):
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues:
|
||||||||||||||||
Contract drilling(a)
|
$ | 420,285 | $ | 531,904 | $ | 888,624 | $ | 1,041,668 | ||||||||
Pressure pumping
|
51,592 | 36,010 | 90,176 | 67,338 | ||||||||||||
Drilling and completion fluids(b)
|
39,702 | 60,098 | 70,583 | 109,322 | ||||||||||||
Oil and natural gas
|
12,108 | 10,577 | 22,367 | 19,097 | ||||||||||||
Total segment revenues
|
523,687 | 638,589 | 1,071,750 | 1,237,425 | ||||||||||||
Elimination of intercompany
revenues(a)(b)
|
1,129 | 1,776 | 2,091 | 2,879 | ||||||||||||
Total revenues
|
$ | 522,558 | $ | 636,813 | $ | 1,069,659 | $ | 1,234,546 | ||||||||
Income before income taxes:
|
||||||||||||||||
Contract drilling
|
$ | 137,712 | $ | 252,446 | $ | 309,417 | $ | 487,053 | ||||||||
Pressure pumping
|
17,599 | 12,593 | 27,840 | 21,099 | ||||||||||||
Drilling and completion fluids
|
3,906 | 10,562 | 6,182 | 18,480 | ||||||||||||
Oil and natural gas
|
5,116 | 472 | 7,729 | 3,701 | ||||||||||||
164,333 | 276,073 | 351,168 | 530,333 | |||||||||||||
Corporate and other
|
(7,607 | ) | (5,617 | ) | (14,515 | ) | (11,368 | ) | ||||||||
Embezzlement (costs) recoveries(c)
|
41,935 | (673 | ) | 41,935 | (4,453 | ) | ||||||||||
Gain (loss) on disposal of
assets(d)
|
16,475 | (870 | ) | 16,273 | | |||||||||||
Interest income
|
457 | 2,280 | 826 | 4,631 | ||||||||||||
Interest expense
|
(831 | ) | (55 | ) | (1,594 | ) | (113 | ) | ||||||||
Other
|
109 | 59 | 203 | 143 | ||||||||||||
Income before income taxes and
cumulative effect of change in accounting principle
|
$ | 214,871 | $ | 271,197 | $ | 394,296 | $ | 519,173 | ||||||||
8
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
June 30, |
December 31, |
|||||||
2007 | 2006 | |||||||
Identifiable assets:
|
||||||||
Contract drilling
|
$ | 1,984,381 | $ | 1,849,923 | ||||
Pressure pumping
|
147,581 | 111,787 | ||||||
Drilling and completion fluids
|
105,166 | 106,032 | ||||||
Oil and natural gas
|
62,856 | 65,443 | ||||||
2,299,984 | 2,133,185 | |||||||
Corporate and other(e)
|
76,896 | 59,318 | ||||||
Total assets
|
$ | 2,376,880 | $ | 2,192,503 | ||||
(a) | Includes contract drilling intercompany revenues of approximately $1.1 million and $1.6 million for the three months ended June 30, 2007 and 2006, respectively. Includes contract drilling intercompany revenues of approximately $1.9 million and $2.6 million for the six months ended June 30, 2007 and 2006, respectively. | |
(b) | Includes drilling and completion fluids intercompany revenues of approximately $35,000 and $221,000 for the three months ended June 30, 2007 and 2006, respectively. Includes drilling and completion fluids intercompany revenues of approximately $156,000 and $264,000 for the six months ended June 30, 2007 and 2006, respectively. | |
(c) | The Companys former CFO has pleaded guilty to criminal charges and has been sentenced and is serving a term of imprisonment arising out of his embezzlement of funds from the Company. The Company expects to recover approximately $42.5 million in assets that have been seized from the former CFO and companies that he controlled by a court-appointed receiver. Embezzlement (costs) recoveries includes the recognition of this recovery, net of professional and other costs incurred as a result of the embezzlement. | |
(d) | Gains or losses associated with the disposal of assets relate to decisions of the executive management group regarding corporate strategy. Accordingly, the related gains or losses have been separately presented and excluded from the results of specific segments. | |
(e) | Corporate assets primarily include cash, embezzlement recovery receivable and certain deferred federal income tax assets. |
9
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
6. | Goodwill |
Goodwill is evaluated at least annually to determine if the fair
value of recorded goodwill has decreased below its carrying
value. At December 31, 2006 the Company performed its
annual goodwill evaluation and determined no adjustment to
impair goodwill was necessary. Goodwill as of June 30, 2007
is as follows (in thousands):
June 30, |
||||
2007 | ||||
Contract Drilling:
|
||||
Goodwill at beginning of year
|
$ | 89,092 | ||
Changes to goodwill
|
(2,858 | ) | ||
Goodwill at end of period
|
86,234 | |||
Drilling and completion
fluids:
|
||||
Goodwill at beginning of year
|
9,964 | |||
Changes to goodwill
|
| |||
Goodwill at end of period
|
9,964 | |||
Total goodwill
|
$ | 96,198 | ||
In connection with the implementation of FIN 48 as of
January 1, 2007 as discussed in Note 12 of these
Unaudited Consolidated Financial Statements, the Company
determined that a tax reserve which had been established in
connection with a business acquisition should be reduced. This
reserve had originally been established in connection with the
allocation of the purchase price in the transaction and was
reflected as an increase in goodwill. The $2.9 million
reduction of this reserve was reflected as a reduction to
goodwill upon the adoption of FIN 48.
7. | Accrued Expenses |
Accrued expenses consisted of the following at June 30,
2007 and December 31, 2006 (in thousands):
June 30, |
December 31, |
|||||||
2007 | 2006 | |||||||
Salaries, wages, payroll taxes and
benefits
|
$ | 27,633 | $ | 42,751 | ||||
Workers compensation
liability
|
65,281 | 67,615 | ||||||
Sales, use and other taxes
|
9,489 | 11,043 | ||||||
Insurance, other than
workers compensation
|
15,927 | 13,328 | ||||||
Other
|
5,544 | 10,726 | ||||||
Accrued expenses
|
$ | 123,874 | $ | 145,463 | ||||
10
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
8. | Asset Retirement Obligation |
Statement of Financial Accounting Standards No. 143,
Accounting for Asset Retirement Obligations,
requires that the Company record a liability for the estimated
costs to be incurred in connection with the abandonment of oil
and natural gas properties in the future. The following table
describes the changes to the Companys asset retirement
obligations during the six months ended June 30, 2007 and
2006 (in thousands):
2007 | 2006 | |||||||
Balance at beginning of year
|
$ | 1,829 | $ | 1,725 | ||||
Liabilities incurred
|
151 | 63 | ||||||
Liabilities settled
|
(632 | ) | (45 | ) | ||||
Accretion expense
|
31 | 27 | ||||||
Revision in estimated cash flows
|
289 | | ||||||
Asset retirement obligation at end
of period
|
$ | 1,668 | $ | 1,770 | ||||
9. | Borrowings Under Line of Credit |
The Company entered into a five-year unsecured revolving line of
credit (LOC) in December 2004. On August 2,
2006, the Company amended the LOC and increased the borrowing
capacity to $375 million. Interest is paid on outstanding
LOC balances at a floating rate ranging from LIBOR plus 0.625%
to 1.0% or the prime rate. Any outstanding borrowings must be
repaid at maturity on December 16, 2009. This arrangement
includes various fees, including a commitment fee on the average
daily unused amount (0.15% at June 30, 2007). There are
customary restrictions and covenants associated with the LOC.
Financial covenants provide for a maximum debt to capitalization
ratio and a minimum interest coverage ratio. The Company does
not expect that the restrictions and covenants will impact its
ability to operate or react to opportunities that might arise.
As of June 30, 2007, the Company had $15.0 million in
borrowings outstanding under the LOC and $60.3 million in
letters of credit were outstanding. As a result, the Company had
available borrowing capacity of approximately $300 million
at June 30, 2007. The weighted average interest rate on
outstanding borrowings at June 30, 2007 was 8.25%.
10. | Commitments, Contingencies and Other Matters |
Commitments The Company maintains letters of
credit in the aggregate amount of $60.3 million for the
benefit of various insurance companies as collateral for
retrospective premiums and retained losses which could become
payable under the terms of the underlying insurance contracts.
These letters of credit are typically renewed annually. No
amounts have been drawn under the letters of credit.
As of June 30, 2007, the Company has signed non-cancelable
commitments to purchase approximately $175 million of
equipment. This amount excludes $4.7 million and
$24.7 million at June 30, 2007 and December 31,
2006, respectively, related to deposits that have been paid
pursuant to agreements that were entered into to purchase rig
components to be used in the construction of 15 new land
drilling rigs. These payments are presented as Deposits on
equipment purchase contracts in the Companys unaudited
consolidated balance sheets.
Contingencies A receiver was appointed to
take control of and liquidate the assets of the Companys
former CFO in connection with his embezzlement of Company funds.
In May 2007, the court approved a plan of distribution of the
assets that had been recovered by the receiver. The Company
expects to recover approximately $42.5 million pursuant to
the approved plan and has recognized this recovery in the
Companys unaudited consolidated statement of income in the
second quarter of 2007, net of additional professional fees
associated with the embezzlement. Cash payments from the
receiver of approximately $39.1 million were received in
July 2007, with the remaining $3.4 million of the recovery
consisting of notes receivable, investments and other assets
that will be transferred to the Company.
11
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company is party to various legal proceedings arising in the
normal course of its business. The Company does not believe that
the outcome of these proceedings, either individually or in the
aggregate, will have a material adverse effect on its financial
condition, results of operations or cash flows.
11. | Stockholders Equity |
Cash Dividends The Company has paid cash
dividends during the six months ended June 30, 2007 as
follows:
Per Share | Total | |||||||
(In thousands) | ||||||||
Paid on March 30, 2007 to
shareholders of record as of March 15, 2007
|
$ | 0.08 | $ | 12,527 | ||||
Paid on June 29, 2007 to
shareholders of record as of June 14, 2007
|
0.12 | 18,860 | ||||||
Total cash dividends
|
$ | 0.20 | $ | 31,387 | ||||
On August 1, 2007, the Companys Board of Directors
approved a cash dividend on its common stock in the amount of
$0.12 per share to be paid on September 28, 2007 to holders
of record as of September 12, 2007. The amount and timing
of all future dividend payments is subject to the discretion of
the Board of Directors and will depend upon business conditions,
results of operations, financial condition, terms of the
Companys credit facilities and other factors.
The Company purchased 16,018 shares of treasury stock
during the six months ended June 30, 2007. Shares were
purchased from employees at fair market value upon the vesting
of restricted stock to provide the respective employees with the
funds necessary to satisfy their respective tax withholding
obligations. The total purchase price for these shares was
approximately $415,000.
On August 1, 2007, the Companys Board of Directors
approved a stock buyback program, authorizing purchases of up to
$250 million of the Companys common stock in open
market or privately negotiated transactions.
12. | Income Taxes |
The Company adopted FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109
(FIN 48) on January 1, 2007.
FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprises financial statements
and prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. As a
result of the adoption of FIN 48 the Company reduced a
reserve for an uncertain tax position with respect to a business
combination that had originally been recorded as goodwill
(see Note 6). The impact of adjustments to reserves
with respect to other uncertain tax positions was not material.
In connection with the adoption of FIN 48, the Company
established a policy to account for interest and penalties with
respect to income taxes as operating expenses. As of
June 30, 2007, the years ended December 31, 2003
through 2006 are open for examination by U.S. taxing
authorities. As of June 30, 2007, the years ended
December 31, 2000 through 2006 are open for examination by
Canadian taxing authorities.
13. | Recently Issued Accounting Standards |
In September 2006, the FASB issued Statement No. 157,
Fair Value Measurements (FAS 157).
FAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value
measurement. FAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007
and interim periods within those fiscal years. FAS 157 will
be effective for the Company beginning in the quarter ending
March 31, 2008. The application of FAS 157 is not
expected to have a material impact to the Company.
In February 2007, the FASB issued Statement No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities
Including an Amendment of FASB Statement No. 115
(FAS 159). FAS 159 permits entities to
choose to measure many financial instruments and certain other
items at fair value. FAS 159 is effective as of the
beginning of an entitys first fiscal year that begins
after November 15, 2007 and will be effective for the
Company beginning in the quarter ending March 31, 2008. The
application of FAS 159 is not expected to have a material
impact to the Company.
12
Table of Contents
ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Management Overview We are a leading provider
of contract services to the North American oil and natural gas
industry. Our services primarily involve the drilling, on a
contract basis, of land-based oil and natural gas wells and, to
a lesser extent, we provide pressure pumping services and
drilling and completion fluid services. In addition to the
aforementioned contract services, we also engage in the
development, exploration, acquisition and production of oil and
natural gas. For the three and six months ended June 30,
2007 and 2006, our operating revenues consisted of the following
(dollars in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||||||||||||||||||
Contract drilling
|
$ | 419,191 | 80 | % | $ | 530,349 | 83 | % | $ | 886,689 | 83 | % | $ | 1,039,053 | 84 | % | ||||||||||||||||
Pressure pumping
|
51,592 | 10 | 36,010 | 6 | 90,176 | 8 | 67,338 | 5 | ||||||||||||||||||||||||
Drilling and completion fluids
|
39,667 | 8 | 59,877 | 9 | 70,427 | 7 | 109,058 | 9 | ||||||||||||||||||||||||
Oil and natural gas
|
12,108 | 2 | 10,577 | 2 | 22,367 | 2 | 19,097 | 2 | ||||||||||||||||||||||||
$ | 522,558 | 100 | % | $ | 636,813 | 100 | % | $ | 1,069,659 | 100 | % | $ | 1,234,546 | 100 | % | |||||||||||||||||
We provide our contract services to oil and natural gas
operators in many of the oil and natural gas producing regions
of North America. Our contract drilling operations are focused
in various regions of Texas, New Mexico, Oklahoma, Arkansas,
Louisiana, Mississippi, Colorado, Utah, Wyoming, Montana, North
Dakota, South Dakota, Pennsylvania and Western Canada, while our
pressure pumping services are focused primarily in the
Appalachian Basin. Our drilling and completion fluids services
are provided to operators offshore in the Gulf of Mexico and on
land in Texas, Southeastern New Mexico, Oklahoma and the Gulf
Coast region of Louisiana. Our oil and natural gas operations
are primarily focused in West and South Texas, Southeastern New
Mexico, Utah and Mississippi.
The profitability of our business is most readily assessed by
two primary indicators in our contract drilling segment: our
average number of rigs operating and our average revenue per
operating day. During the second quarter of 2007, our average
number of rigs operating was 237 per day compared to 255 in the
first quarter of 2007 and 295 in the second quarter of 2006. Our
average revenue per operating day decreased to $19,410 in the
second quarter of 2007 from $20,350 in the first quarter of 2007
and $19,780 in the second quarter of 2006. Our consolidated net
income for the second quarter of 2007 decreased by
$32.1 million or 19% as compared to the second quarter of
2006. Included in consolidated net income for the second quarter
of 2007 was a pre-tax gain of approximately $41.9 million
associated with the expected recovery of embezzled funds and
approximately $16.4 million in net pre-tax gains from the
sale of certain oil and natural gas properties and the disposal
of certain other assets. Excluding the above-mentioned gains,
our consolidated net income for the second quarter of 2007 would
have been approximately $102 million, which is a decrease
of approximately $70.1 million or 41% as compared to the
second quarter of 2006. This decrease was primarily due to our
contract drilling segment experiencing an increase in the
average costs per operating day, a decrease in the average
revenue per operating day and a decrease in the average number
of rigs operating in the second quarter of 2007 as compared to
the second quarter of 2006.
Our revenues, profitability and cash flows are highly dependent
upon the market prices of oil and natural gas. During periods of
improved commodity prices, the capital spending budgets of oil
and natural gas operators tend to expand, which results in
increased demand for our contract services. Conversely, in
periods of time when these commodity prices deteriorate, the
demand for our contract services generally weakens and we
experience a decrease in the number of rigs operating and
downward pressure on pricing for our services. In addition, our
operations are highly impacted by competition, the availability
of excess equipment, labor issues and various other factors
which are more fully described as Risk Factors
included as Item 1A in our Annual Report on
Form 10-K
for the year ended December 31, 2006.
We believe that the liquidity presented in our balance sheet as
of June 30, 2007, which includes approximately
$240 million in working capital (including
$27.5 million in cash) and $300 million available
under a $375 million line of credit, provides us with the
ability to pursue acquisition opportunities, expand into new
regions, make improvements to our assets, pay cash dividends and
survive downturns in our industry.
13
Table of Contents
Commitments and Contingencies The Company
maintains letters of credit in the aggregate amount of
$60.3 million for the benefit of various insurance
companies as collateral for retrospective premiums and retained
losses which could become payable under the terms of the
underlying insurance contracts. These letters of credit expire
at various times during each calendar year. No amounts have been
drawn under the letters of credit.
As of June 30, 2007, we have remaining non-cancelable
commitments to purchase approximately $175 million of
equipment.
A receiver has been appointed to take control of and liquidate
the assets of our former CFO in connection with his embezzlement
of Company funds. In May 2007, the court approved a plan of
distribution of the assets that had been recovered by the
receiver. We expect to recover approximately $42.5 million
pursuant to the approved plan and have recognized this recovery
in our unaudited consolidated statement of income in the second
quarter of 2007, net of additional professional fees associated
with the embezzlement. Cash payments from the receiver of
approximately $39.1 million were received in July 2007,
with the remaining $3.4 million of the recovery consisting
of notes receivable, investments and other assets that are
expected to be transferred to us.
Trading and Investing We have not engaged in
trading activities that include high-risk securities, such as
derivatives and non-exchange traded contracts. We invest cash
primarily in highly liquid, short-term investments such as
overnight deposits, money markets, and highly rated municipal
and commercial bonds.
Description of Business We conduct our
contract drilling operations in Texas, New Mexico, Oklahoma,
Arkansas, Louisiana, Mississippi, Colorado, Utah, Wyoming,
Montana, North Dakota, South Dakota, Pennsylvania and Western
Canada. We have approximately 345 currently marketable
land-based drilling rigs. We provide pressure pumping services
to oil and natural gas operators primarily in the Appalachian
Basin. These services consist primarily of well stimulation and
cementing for completion of new wells and remedial work on
existing wells. We provide drilling fluids, completion fluids
and related services to oil and natural gas operators offshore
in the Gulf of Mexico and on land in Texas, Southeastern New
Mexico, Oklahoma and the Gulf Coast region of Louisiana.
Drilling and completion fluids are used by oil and natural gas
operators during the drilling process to control pressure when
drilling oil and natural gas wells. We are also engaged in the
development, exploration, acquisition and production of oil and
natural gas. Our oil and natural gas operations are focused
primarily in producing regions in West and South Texas,
Southeastern New Mexico, Utah and Mississippi.
The North American land drilling industry has experienced
periods of downturn in demand over the last decade. During these
periods, there have been substantially more drilling rigs
available than necessary to meet demand. As a result, drilling
contractors have had difficulty sustaining profit margins during
the downturn periods.
In addition to adverse effects that future declines in demand
could have on us, ongoing factors which could adversely affect
utilization rates and pricing, even in an environment of high
oil and natural gas prices and increased drilling activity,
include:
| movement of drilling rigs from region to region, | |
| reactivation of land-based drilling rigs, or | |
| construction of new drilling rigs. |
We cannot predict either the future level of demand for our
contract drilling services or future conditions in the oil and
natural gas contract drilling business.
Critical
Accounting Policies
In addition to established accounting policies, our consolidated
financial statements are impacted by certain estimates and
assumptions made by management. No changes in our critical
accounting policies have occurred since the filing of the
Companys Annual Report on
Form 10-K
for the period ended December 31, 2006.
14
Table of Contents
Liquidity
and Capital Resources
As of June 30, 2007, we had working capital of
approximately $240 million including cash and cash
equivalents of $27.5 million. For the six months ended
June 30, 2007, our significant sources of cash flow
included:
| $447 million provided by operations, | |
| $26.8 million in proceeds from disposal of property and equipment, and | |
| $2.0 million from the exercise of stock options and related tax benefits associated with stock-based compensation. |
We used $31.4 million to pay dividends on the
Companys common stock, $105 million to repay
borrowings under our line of credit and $326 million:
| to make capital expenditures for the betterment and refurbishment of our drilling rigs, | |
| to acquire and procure drilling equipment and facilities to support our drilling operations, | |
| to fund capital expenditures for our pressure pumping and drilling and completion fluids divisions, and | |
| to fund leasehold acquisition and exploration and development of oil and natural gas properties. |
As of June 30, 2007, we had $15.0 million in
borrowings outstanding under our $375 million revolving
line of credit and $60.3 million in letters of credit were
outstanding such that we had available borrowing capacity of
approximately $300 million at June 30, 2007.
We paid cash dividends during the six months ended June 30,
2007 as follows:
Per Share | Total | |||||||
(In thousands) | ||||||||
Paid on March 30, 2007 to
shareholders of record as of March 15, 2007
|
$ | 0.08 | $ | 12,527 | ||||
Paid on June 29, 2007 to
shareholders of record as of June 14, 2007
|
0.12 | 18,860 | ||||||
Total cash dividends
|
$ | 0.20 | $ | 31,387 | ||||
On August 1, 2007, our Board of Directors approved a cash
dividend on our common stock in the amount of $0.12 per share to
be paid on September 28, 2007 to holders of record as of
September 12, 2007. The amount and timing of all future
dividend payments is subject to the discretion of the Board of
Directors and will depend upon business conditions, results of
operations, financial condition, terms of our credit facilities
and other factors.
On August 1, 2007, our Board of Directors approved a stock
buyback program, authorizing purchases of up to
$250 million of our common stock in open market or
privately negotiated transactions.
We believe that the current level of cash and short-term
investments, together with cash generated from operations,
should be sufficient to meet our capital needs. From time to
time, acquisition opportunities are evaluated. The timing, size
or success of any acquisition and the associated capital
commitments are unpredictable. Should opportunities for growth
requiring capital arise, we believe we would be able to satisfy
these needs through a combination of working capital, cash
generated from operations, our existing credit facility and
additional debt or equity financing. However, there can be no
assurance that such capital would be available.
15
Table of Contents
Results
of Operations
The following tables summarize operations by business segment
for the three months ended June 30, 2007 and 2006:
Contract Drilling
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues
|
$ | 419,191 | $ | 530,349 | (21.0 | )% | ||||||
Direct operating costs
|
$ | 228,297 | $ | 235,902 | (3.2 | )% | ||||||
Selling, general and administrative
|
$ | 1,400 | $ | 1,733 | (19.2 | )% | ||||||
Depreciation
|
$ | 51,782 | $ | 40,268 | 28.6 | % | ||||||
Operating income
|
$ | 137,712 | $ | 252,446 | (45.4 | )% | ||||||
Operating days
|
21,597 | 26,810 | (19.4 | )% | ||||||||
Average revenue per operating day
|
$ | 19.41 | $ | 19.78 | (1.9 | )% | ||||||
Average direct operating costs per
operating day
|
$ | 10.57 | $ | 8.80 | 20.1 | % | ||||||
Average rigs operating
|
237 | 295 | (19.7 | )% | ||||||||
Capital expenditures
|
$ | 129,913 | $ | 124,909 | 4.0 | % |
Demand for our contract drilling services is dependent upon the
prevailing prices for natural gas. The average market price of
natural gas fell from $8.98 per Mcf in 2005 to $6.94 per Mcf in
2006. This decrease resulted in our customers reducing their
drilling activities beginning in the fourth quarter of 2006 and
continuing into 2007. As a result of the decrease in drilling
activities by our customers, our average rigs operating declined
to 237 in the second quarter of 2007 compared to 255 in the
first quarter of 2007 and 295 in the second quarter of 2006.
Revenues in the second quarter of 2007 decreased as compared to
the second quarter of 2006 as a result of the decreased number
of operating days in 2007 and a decrease of approximately $370
in the average revenue per operating day. The increase in
average direct operating costs per day of approximately $1,770
resulted primarily from increased compensation costs and an
increase in the cost of maintenance for our drilling rigs,
partially caused by costs relating to the deactivating of
drilling rigs. Selling, general and administrative expense
decreased primarily as a result of the transfer of
administrative staff to our corporate segment. Significant
capital expenditures have been incurred to activate additional
drilling rigs, to modify and upgrade our drilling rigs and to
acquire additional related equipment such as drill pipe, drill
collars, engines, fluid circulating systems, rig hoisting
systems and safety enhancement equipment. The increase in
depreciation expense was a result of the capital expenditures
discussed above.
Pressure Pumping
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues
|
$ | 51,592 | $ | 36,010 | 43.3 | % | ||||||
Direct operating costs
|
$ | 25,777 | $ | 17,935 | 43.7 | % | ||||||
Selling, general and administrative
|
$ | 4,808 | $ | 3,152 | 52.5 | % | ||||||
Depreciation
|
$ | 3,408 | $ | 2,330 | 46.3 | % | ||||||
Operating income
|
$ | 17,599 | $ | 12,593 | 39.8 | % | ||||||
Total jobs
|
3,573 | 3,017 | 18.4 | % | ||||||||
Average revenue per job
|
$ | 14.44 | $ | 11.94 | 20.9 | % | ||||||
Average direct operating costs per
job
|
$ | 7.21 | $ | 5.94 | 21.4 | % | ||||||
Capital expenditures
|
$ | 14,206 | $ | 10,652 | 33.4 | % |
Revenues and direct operating costs increased as a result of the
increased number of jobs, as well as an increase in the average
revenue and average direct operating costs per job. The increase
in jobs was attributable to increased demand for our services
and increased operating capacity. Increased average revenue per
job was due to increased pricing for our services and an
increase in the number of larger jobs. Average direct operating
costs per job increased as a result of increases in compensation
and the cost of materials used in our operations, as well as an
increase in the number of larger jobs. Selling, general and
administrative expense increased primarily as a result of
additional expenses to support the expanding operations of the
pressure pumping segment. Significant capital expenditures
16
Table of Contents
have been incurred to add capacity, expand our areas of
operation and modify and upgrade existing equipment. The
increase in depreciation expense was a result of the capital
expenditures discussed above.
Drilling and Completion Fluids
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues
|
$ | 39,667 | $ | 59,877 | (33.8 | )% | ||||||
Direct operating costs
|
$ | 32,628 | $ | 46,049 | (29.1 | )% | ||||||
Selling, general and administrative
|
$ | 2,436 | $ | 2,592 | (6.0 | )% | ||||||
Depreciation
|
$ | 697 | $ | 674 | 3.4 | % | ||||||
Operating income
|
$ | 3,906 | $ | 10,562 | (63.0 | )% | ||||||
Total jobs
|
434 | 532 | (18.4 | )% | ||||||||
Average revenue per job
|
$ | 91.40 | $ | 112.55 | (18.8 | )% | ||||||
Average direct operating costs per
job
|
$ | 75.18 | $ | 86.56 | (13.1 | )% | ||||||
Capital expenditures
|
$ | 1,023 | $ | 979 | 4.5 | % |
Revenues and direct operating costs decreased primarily as a
result of decreases in the average revenue and direct operating
costs per job and in the number of total jobs. Average revenue
and direct operating costs per job decreased primarily as a
result of a decrease in the number of large jobs offshore in the
Gulf of Mexico.
Oil and Natural Gas Production and Exploration
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands, except sales prices) | ||||||||||||
Revenues
|
$ | 12,108 | $ | 10,577 | 14.5 | % | ||||||
Direct operating costs
|
$ | 2,461 | $ | 5,364 | (54.1 | )% | ||||||
Selling, general and administrative
|
$ | 674 | $ | 728 | (7.4 | )% | ||||||
Depreciation, depletion and
impairment
|
$ | 3,857 | $ | 4,013 | (3.9 | )% | ||||||
Operating income
|
$ | 5,116 | $ | 472 | 983.9 | % | ||||||
Capital expenditures
|
$ | 4,619 | $ | 5,856 | (21.1 | )% | ||||||
Average net daily oil production
(Bbls)
|
1,107 | 1,076 | 2.9 | % | ||||||||
Average net daily gas production
(Mcf)
|
6,444 | 5,109 | 26.1 | % | ||||||||
Average oil sales price (per Bbl)
|
$ | 63.04 | $ | 67.26 | (6.3 | )% | ||||||
Average natural gas sales price
(per Mcf)
|
$ | 7.84 | $ | 6.78 | 15.6 | % |
Revenues increased primarily due to an increase in the net daily
production of natural gas and an increase in the average sales
price of natural gas. Average net daily oil and natural gas
production increased primarily due to the completion of wells
subsequent to the second quarter of 2006, partially offset by
production declines in existing wells and by the sale of certain
properties in 2007. The decrease in direct operating costs is
primarily due to a decrease of approximately $3.0 million
in costs associated with the abandonment of exploratory wells.
Depreciation, depletion and impairment expense in the second
quarter of 2007 includes approximately $534,000 incurred to
impair certain oil and natural gas properties compared to
approximately $1.3 million incurred to impair certain oil
and natural gas properties in the second quarter of 2006.
Corporate and Other
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Selling, general and administrative
|
$ | 7,004 | $ | 4,635 | 51.1 | % | ||||||
Depreciation
|
$ | 203 | $ | 196 | 3.6 | % | ||||||
Other operating expenses
|
$ | 400 | $ | 786 | (49.1 | )% | ||||||
(Gain) loss on disposal of assets
|
$ | (16,475 | ) | $ | 870 | N/A | % | |||||
Embezzlement costs (recoveries)
|
$ | (41,935 | ) | $ | 673 | N/A | % | |||||
Interest income
|
$ | 457 | $ | 2,280 | (80.0 | )% | ||||||
Interest expense
|
$ | 831 | $ | 55 | N/A | % | ||||||
Other income
|
$ | 109 | $ | 59 | 84.7 | % | ||||||
Capital expenditures
|
$ | | $ | 135 | (100.0 | )% |
17
Table of Contents
Selling, general and administrative expense increased primarily
as a result of compensation expense related to transfers of
administrative staff to our corporate segment as well as
increases in stock-based compensation expense and professional
fees. In the second quarter of 2007 we sold certain oil and
natural gas properties resulting in a gain of
$20.3 million. This gain was reduced by approximately
$3.8 million in losses associated with the disposal of
other assets. Gains and losses on the disposal of assets are
considered as part of our corporate activities due to the fact
that such transactions relate to decisions of the executive
management group regarding corporate strategy. Embezzlement
costs (recoveries) in the second quarter of 2007 includes an
expected recovery of $42.5 million, reduced by
approximately $600,000 in additional professional and other
costs incurred as a result of the embezzlement. Embezzlement
costs (recoveries) in the second quarter of 2006 include
professional and other costs incurred as a result of the
embezzlement. Interest income decreased due to the decrease in
cash available to invest. During 2006, we repurchased
$450 million of our common stock. Interest expense in 2007
increased primarily due to higher average borrowings that were
outstanding under our line of credit during the second quarter
of 2007.
The following tables summarize operations by business segment
for the six months ended June 30, 2007 and 2006:
Contract Drilling
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues
|
$ | 886,689 | $ | 1,039,053 | (14.7 | )% | ||||||
Direct operating costs
|
$ | 474,451 | $ | 469,676 | 1.0 | % | ||||||
Selling, general and administrative
|
$ | 2,851 | $ | 3,521 | (19.0 | )% | ||||||
Depreciation
|
$ | 99,970 | $ | 78,803 | 26.9 | % | ||||||
Operating income
|
$ | 309,417 | $ | 487,053 | (36.5 | )% | ||||||
Operating days
|
44,569 | 53,810 | (17.1 | )% | ||||||||
Average revenue per operating day
|
$ | 19.89 | $ | 19.31 | 3.0 | % | ||||||
Average direct operating costs per
operating day
|
$ | 10.65 | $ | 8.73 | 22.0 | % | ||||||
Average rigs operating
|
246 | 297 | (17.2 | )% | ||||||||
Capital expenditures
|
$ | 283,189 | $ | 224,286 | 26.3 | % |
Revenues in the first six months of 2007 decreased as compared
to the first six months of 2006 as a result of the decreased
number of operating days in 2007, partially offset by an
increase of approximately $580 in the average revenue per
operating day. Although the number of operating days decreased
in 2007, direct operating costs increased due to an increase in
average direct operating costs per operating day of
approximately $1,920. The increase in average direct operating
costs per day primarily resulted from increased compensation
costs and an increase in the cost of maintenance for our
drilling rigs, partially caused by costs relating to the
deactivating of drilling rigs. Selling, general and
administrative expense decreased primarily as a result of the
transfer of administrative staff to our corporate segment.
Significant capital expenditures have been incurred to activate
additional drilling rigs, to modify and upgrade our drilling
rigs and to acquire additional related equipment such as drill
pipe, drill collars, engines, fluid circulating systems, rig
hoisting systems and safety enhancement equipment. The increase
in depreciation expense was a result of the capital expenditures
discussed above.
Pressure Pumping
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues
|
$ | 90,176 | $ | 67,338 | 33.9 | % | ||||||
Direct operating costs
|
$ | 46,928 | $ | 35,585 | 31.9 | % | ||||||
Selling, general and administrative
|
$ | 8,876 | $ | 6,138 | 44.6 | % | ||||||
Depreciation
|
$ | 6,532 | $ | 4,516 | 44.6 | % | ||||||
Operating income
|
$ | 27,840 | $ | 21,099 | 31.9 | % | ||||||
Total jobs
|
6,412 | 5,728 | 11.9 | % | ||||||||
Average revenue per job
|
$ | 14.06 | $ | 11.76 | 19.6 | % | ||||||
Average direct operating costs per
job
|
$ | 7.32 | $ | 6.21 | 17.9 | % | ||||||
Capital expenditures
|
$ | 30,631 | $ | 19,679 | 55.7 | % |
18
Table of Contents
Revenues and direct operating costs increased as a result of the
increased number of jobs, as well as an increase in the average
revenue and average direct operating costs per job. The increase
in jobs was attributable to increased demand for our services
and increased operating capacity. Increased average revenue per
job was due to increased pricing for our services and an
increase in the number of larger jobs. Average direct operating
costs per job increased as a result of increases in compensation
and the cost of materials used in our operations, as well as an
increase in the number of larger jobs. Selling, general and
administrative expense increased primarily as a result of
additional expenses to support the expanding operations of the
pressure pumping segment. Significant capital expenditures have
been incurred to add capacity, expand our areas of operation and
modify and upgrade existing equipment. The increase in
depreciation expense was a result of the capital expenditures
discussed above.
Drilling and Completion Fluids
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues
|
$ | 70,427 | $ | 109,058 | (35.4 | )% | ||||||
Direct operating costs
|
$ | 58,019 | $ | 84,235 | (31.1 | )% | ||||||
Selling, general and administrative
|
$ | 4,833 | $ | 5,032 | (4.0 | )% | ||||||
Depreciation
|
$ | 1,393 | $ | 1,311 | 6.3 | % | ||||||
Operating income
|
$ | 6,182 | $ | 18,480 | (66.5 | )% | ||||||
Total jobs
|
869 | 1,019 | (14.7 | )% | ||||||||
Average revenue per job
|
$ | 81.04 | $ | 107.02 | (24.3 | )% | ||||||
Average direct operating costs per
job
|
$ | 66.77 | $ | 82.66 | (19.2 | )% | ||||||
Capital expenditures
|
$ | 2,121 | $ | 1,930 | 9.9 | % |
Revenues and direct operating costs decreased primarily as a
result of decreases in the average revenue and direct operating
costs per job and in the number of total jobs. Average revenue
and direct operating costs per job decreased primarily as a
result of a decrease in the number of large jobs offshore in the
Gulf of Mexico.
Oil and Natural Gas Production and Exploration
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands, except sales prices) | ||||||||||||
Revenues
|
$ | 22,367 | $ | 19,097 | 17.1 | % | ||||||
Direct operating costs
|
$ | 5,739 | $ | 8,019 | (28.4 | )% | ||||||
Selling, general and administrative
|
$ | 1,322 | $ | 1,366 | (3.2 | )% | ||||||
Depreciation, depletion and
impairment
|
$ | 7,577 | $ | 6,011 | 26.1 | % | ||||||
Operating income
|
$ | 7,729 | $ | 3,701 | 108.8 | % | ||||||
Capital expenditures
|
$ | 9,651 | $ | 10,717 | (9.9 | )% | ||||||
Average net daily oil production
(Bbls)
|
1,104 | 935 | 18.1 | % | ||||||||
Average net daily gas production
(Mcf)
|
5,944 | 5,070 | 17.2 | % | ||||||||
Average oil sales price (per Bbl)
|
$ | 59.69 | $ | 64.98 | (8.1 | )% | ||||||
Average natural gas sales price
(per Mcf)
|
$ | 7.53 | $ | 7.04 | 7.0 | % |
Revenues increased due to increases in the net daily production
of oil and natural gas and an increase in the average sales
price of natural gas which was partially offset by a reduction
in the average sales price of oil. Average net daily oil and
natural gas production increased primarily due to the completion
of wells subsequent to the second quarter of 2006, partially
offset by production declines in existing wells and by the sale
of certain properties in 2007. Direct operating costs decreased
due primarily to a decrease of approximately $2.3 million
in costs associated with the abandonment of exploratory wells.
Depreciation, depletion and impairment expense increased due to
the increases in net daily production of oil and natural gas.
19
Table of Contents
Corporate and Other
|
2007 | 2006 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Selling, general and administrative
|
$ | 13,109 | $ | 9,594 | 36.6 | % | ||||||
Depreciation
|
$ | 406 | $ | 389 | 4.4 | % | ||||||
Other operating expenses
|
$ | 1,000 | $ | 1,385 | (27.8 | )% | ||||||
Gain on disposal of assets
|
$ | (16,273 | ) | $ | | N/A | % | |||||
Embezzlement costs (recoveries)
|
$ | (41,935 | ) | $ | 4,453 | N/A | % | |||||
Interest income
|
$ | 826 | $ | 4,631 | (82.2 | )% | ||||||
Interest expense
|
$ | 1,594 | $ | 113 | N/A | % | ||||||
Other income
|
$ | 203 | $ | 143 | 42.0 | % | ||||||
Capital expenditures
|
$ | | $ | 135 | (100.0 | )% |
Selling, general and administrative expense increased primarily
as a result of compensation expense related to transfers of
administrative staff to our corporate segment as well as
increases in stock-based compensation expense and professional
fees. In 2007 we sold certain oil and natural gas properties
resulting in a gain of $20.3 million. This gain was reduced
by approximately $4.1 million in losses associated with the
disposal of other assets. Gains and losses on the disposal of
assets are considered as part of our corporate activities due to
the fact that such transactions relate to decisions of the
executive management group regarding corporate strategy.
Embezzlement costs (recoveries) in 2007 includes an expected
recovery of $42.5 million reduced by approximately $600,000
in additional professional and other costs incurred as a result
of the embezzlement. Embezzlement costs (recoveries) in 2006
include professional and other costs incurred as a result of the
embezzlement. Interest income decreased due to the decrease in
cash available to invest from 2006 to 2007. Interest expense in
2007 increased primarily due to higher average borrowings that
were outstanding under our line of credit during 2007.
Recently
Issued Accounting Standards
In September 2006, the FASB issued Statement No. 157,
Fair Value Measurements (FAS 157).
FAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value
measurement. FAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007
and interim periods within those fiscal years. FAS 157 will
be effective for us beginning in the quarter ending
March 31, 2008. The application of FAS 157 is not
expected to have a material impact to us.
In February 2007, the FASB issued Statement No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities
Including an Amendment of FASB Statement No. 115
(FAS 159). FAS 159 permits entities to
choose to measure many financial instruments and certain other
items at fair value. FAS 159 is effective as of the
beginning of an entitys first fiscal year that begins
after November 15, 2007 and will be effective for us
beginning in the quarter ending March 31, 2008. The
application of FAS 159 is not expected to have a material
impact to us.
Volatility
of Oil and Natural Gas Prices and its Impact on
Operations
Our revenue, profitability, and rate of growth are substantially
dependent upon prevailing prices for oil and natural gas, with
respect to all of our operating segments. For many years, oil
and natural gas prices and markets have been volatile. Prices
are affected by market supply and demand factors as well as
international military, political and economic conditions, and
the ability of OPEC to set and maintain production and price
targets. All of these factors are beyond our control. During
2006, the average market price of natural gas retreated from
record highs that were set in 2005. The price dropped to an
average of $6.94 per Mcf for the full year of 2006 compared to
$8.98 per Mcf for the full year of 2005. This decrease resulted
in our customers reducing their drilling activities beginning in
the fourth quarter of 2006 and continuing into 2007. As a result
of this decrease in drilling activities by our customers, our
average rigs operating have declined to 237 in the second
quarter of 2007 compared to 255 in the first quarter of 2007 and
290 in the fourth quarter of 2006. We expect oil and natural gas
prices to continue to be volatile and to affect our financial
condition, operations and ability to access sources of capital.
A significant
20
Table of Contents
decrease in market prices for natural gas could result in a
material decrease in demand for drilling rigs and reduction in
our operation results.
Impact of
Inflation
We believe that inflation will not have a significant near-term
impact on our financial position.
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk |
We currently have exposure to interest rate market risk
associated with borrowings under our credit facility. The
revolving credit facility calls for periodic interest payments
at a floating rate ranging from LIBOR plus 0.625% to 1.0% or at
the prime rate. The applicable rate above LIBOR is based upon
our debt to capitalization ratio. Our exposure to interest rate
risk due to changes in the prime rate or LIBOR is not material.
We conduct some business in Canadian dollars through our
Canadian land-based drilling operations. The exchange rate
between Canadian dollars and U.S. dollars has fluctuated
during the last several years. If the value of the Canadian
dollar against the U.S. dollar weakens, revenues and
earnings of our Canadian operations will be reduced and the
value of our Canadian net assets will decline when they are
translated to U.S. dollars. This currency rate risk is not
material to our results of operations or financial condition.
ITEM 4. | Controls and Procedures |
Disclosure Controls and Procedures We
maintain disclosure controls and procedures (as such terms are
defined in
Rules 13a-15(e)
and
15d-15(e)
promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) designed to ensure that
the information required to be disclosed in the reports that we
file with the SEC under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is
accumulated and communicated to our management, including our
Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), as appropriate, to allow timely
decisions regarding required disclosure.
Under the supervision and with the participation of our
management, including our CEO and CFO, we conducted an
evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Quarterly
Report on
Form 10-Q.
Based on that evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were effective as of
June 30, 2007.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control
over financial reporting during our most recently completed
fiscal quarter that have materially affected or are reasonably
likely to materially affect our internal control over financial
reporting, as defined in
Rule 13a-15(f)
under the Exchange Act.
21
Table of Contents
FORWARD
LOOKING STATEMENTS AND CAUTIONARY STATEMENTS FOR PURPOSES OF
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
Managements Discussion and Analysis of Financial
Condition and Results of Operations included in
Item 2 of Part I of this Report contains
forward-looking statements which are made pursuant to the
safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements include, without
limitation, statements relating to: liquidity; financing of
operations; continued volatility of oil and natural gas prices;
source and sufficiency of funds required for immediate capital
needs and additional rig acquisitions (if further opportunities
arise); and other matters. The words believes,
plans, intends, expected,
estimates or budgeted and similar
expressions identify forward-looking statements. The
forward-looking statements are based on certain assumptions and
analyses we make in light of our experience and our perception
of historical trends, current conditions, expected future
developments and other factors we believe are appropriate in the
circumstances. We do not undertake to update, revise or correct
any of the forward-looking information. Factors that could cause
actual results to differ materially from our expectations
expressed in the forward-looking statements include, but are not
limited to, the following:
| Changes in prices and demand for oil and natural gas; | |
| Changes in demand for contract drilling, pressure pumping and drilling and completion fluids services; | |
| Shortages of drill pipe and other drilling equipment; | |
| Labor shortages, primarily qualified drilling personnel; | |
| Effects of competition from other drilling contractors and providers of pressure pumping and drilling and completion fluids services; | |
| Occurrence of operating hazards and uninsured losses inherent in our business operations; and | |
| Environmental and other governmental regulation. |
For a more complete explanation of these factors and others, see
Risk Factors included as Item 1A in our Annual
Report on
Form 10-K
for the year ended December 31, 2006, beginning on
page 10.
You are cautioned not to place undue reliance on any of our
forward-looking statements, which speak only as of the date of
this Report or, in the case of documents incorporated by
reference, the date of those documents.
22
Table of Contents
PART II
OTHER INFORMATION
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
The table below sets forth the information with respect to
purchases of our common stock made by us during the quarter
ended June 30, 2007.
Approximate Dollar |
||||||||||||||||
Total Number of |
Value of Shares |
|||||||||||||||
Shares (or Units) |
That May Yet Be |
|||||||||||||||
Purchased as Part |
Purchased Under the |
|||||||||||||||
Total |
Average Price |
of Publicly |
Plans or |
|||||||||||||
Number of Shares |
Paid per |
Announced Plans |
Programs (in |
|||||||||||||
Period Covered
|
Purchased(1) | Share | or Programs | thousands)(2) | ||||||||||||
April 1-30, 2007
|
| $ | | | $ | | ||||||||||
May 1-31, 2007
|
| $ | | | $ | | ||||||||||
June 1-30, 2007
|
16,018 | $ | 25.95 | | $ | | ||||||||||
Total
|
16,018 | $ | 25.95 | | $ | | ||||||||||
(1) | Represents shares purchased from employees on June 9, 2007 to provide the respective employees with the funds necessary to satisfy their tax withholding obligations with respect to the vesting of restricted shares on that date. The price paid per share represents the closing price of our common stock on June 8, 2007. | |
(2) | On August 1, 2007, our Board of Directors approved a stock buyback program authorizing purchases of up to $250 million of our common stock in open market or privately negotiated transactions. |
ITEM 4. | Submission of Matters to a Vote of Security Holders |
On June 7, 2007, the Company held its Annual Meeting of
Stockholders. At the meeting, the stockholders voted on the
following matters:
1. The election of seven persons to serve as directors of
the Company.
2. Ratification of the appointment of
PricewaterhouseCoopers LLP as the independent registered public
accounting firm of the Company for the fiscal year ending
December 31, 2007.
The seven nominees to the Board of Directors of the Company were
elected at the meeting, and the other proposal received the
affirmative vote required for approval. The voting results were
as follows:
1. Election of Directors | Votes For | Votes Withheld | ||||||
Mark S. Siegel
|
130,898,755 | 3,158,393 | ||||||
Cloyce A. Talbott
|
131,379,433 | 2,677,715 | ||||||
Kenneth N. Berns
|
126,257,416 | 7,799,732 | ||||||
Charles O. Buckner
|
133,306,445 | 750,703 | ||||||
Curtis W. Huff
|
133,273,715 | 783,433 | ||||||
Terry H. Hunt
|
128,661,402 | 5,395,746 | ||||||
Kenneth R. Peak
|
133,141,175 | 915,973 |
Votes |
Broker |
|||||||||||||||
Votes For | Against | Abstentions | Non-votes | |||||||||||||
2. Ratification of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm
|
133,664,121 | 276,006 | 117,021 | 0 |
23
Table of Contents
ITEM 5. | Other Information |
On August 1, 2007, the Board of Directors approved and
adopted the Second Amended and Restated Bylaws of the Company,
which amended the Amended and Restated Bylaws of the Company to
provide that the Company may, in accordance with the General
Corporation Law of the State of Delaware, issue both
certificated and uncertificated shares of its stock. The Board
of Directors approved the amendments in connection with recent
rules promulgated by the Nasdaq Stock Market. A copy of the
Second Amended and Restated Bylaws is attached hereto as Exhibit
3.3.
ITEM 6. | Exhibits |
(a) Exhibits.
The following exhibits are filed herewith or incorporated by
reference, as indicated:
3 | .1 | Restated Certificate of Incorporation, as amended (filed August 9, 2004 as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 and incorporated herein by reference). | ||
3 | .2 | Amendment to Restated Certificate of Incorporation, as amended (filed August 9, 2004 as Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 and incorporated herein by reference). | ||
3 | .3 | Second Amended and Restated Bylaws. | ||
31 | .1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | ||
31 | .2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | ||
32 | .1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
24
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
PATTERSON-UTI ENERGY, INC.
By: |
/s/ Cloyce
A. Talbott
|
Cloyce A. Talbott
(Principal Executive Officer)
President & Chief Executive Officer
By: |
/s/ John
E. Vollmer III
|
John E. Vollmer III
(Principal Financial and Accounting Officer)
Senior Vice President-Corporate Development,
Chief Financial Officer and Treasurer
DATED: August 6, 2007
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