PATTERSON UTI ENERGY INC - Quarter Report: 2009 September (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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 September 30, 2009
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.) | |
450 GEARS ROAD, SUITE 500 | ||
HOUSTON, TEXAS | 77067 | |
(Address of principal executive offices) | (Zip Code) |
(281) 765-7100
(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 has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 Regulation S-T (section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act:
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company 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.
153,603,673 shares of common stock, $0.01 par value, as of October 30, 2009
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 are,
in the opinion of management, necessary for a fair statement of the results for the interim periods
presented.
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share data)
(unaudited, in thousands, except share data)
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 119,243 | $ | 81,223 | ||||
Accounts receivable, net of allowance for doubtful accounts of $15,178 and $9,330 at
September 30, 2009 and December 31, 2008, respectively |
120,914 | 414,531 | ||||||
Federal and state income taxes receivable |
10,465 | 10,175 | ||||||
Inventory |
34,913 | 41,999 | ||||||
Deferred tax assets, net |
98,058 | 35,928 | ||||||
Other |
52,136 | 57,518 | ||||||
Total current assets |
435,729 | 641,374 | ||||||
Property and equipment, net |
2,115,132 | 1,937,112 | ||||||
Goodwill |
86,234 | 86,234 | ||||||
Deposits on equipment purchases |
| 43,944 | ||||||
Other |
7,876 | 4,153 | ||||||
Total assets |
$ | 2,644,971 | $ | 2,712,817 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 89,634 | $ | 169,958 | ||||
Accrued expenses |
108,933 | 132,655 | ||||||
Total current liabilities |
198,567 | 302,613 | ||||||
Deferred tax liabilities, net |
339,763 | 277,717 | ||||||
Other |
5,466 | 5,545 | ||||||
Total liabilities |
543,796 | 585,875 | ||||||
Commitments and contingencies (see Note 9) |
||||||||
Stockholders equity: |
||||||||
Preferred stock, par value $.01; authorized 1,000,000 shares, no shares issued |
| | ||||||
Common stock, par value $.01; authorized 300,000,000 shares with 180,822,195 and
180,192,093 issued and 153,604,207 and 153,094,803 outstanding at September 30, 2009 and
December 31, 2008, respectively |
1,808 | 1,801 | ||||||
Additional paid-in capital |
777,272 | 765,512 | ||||||
Retained earnings |
1,927,699 | 1,970,824 | ||||||
Accumulated other comprehensive income |
12,988 | 5,774 | ||||||
Treasury stock, at cost, 27,217,988 shares and 27,097,290 shares at September 30, 2009 and
December 31, 2008, respectively |
(618,592 | ) | (616,969 | ) | ||||
Total stockholders equity |
2,101,175 | 2,126,942 | ||||||
Total liabilities and stockholders equity |
$ | 2,644,971 | $ | 2,712,817 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
Table of Contents
PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share data)
(unaudited, in thousands, except per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Operating revenues: |
||||||||||||||||
Contract drilling |
$ | 112,294 | $ | 498,510 | $ | 439,714 | $ | 1,335,494 | ||||||||
Pressure pumping |
41,687 | 60,618 | 113,408 | 160,576 | ||||||||||||
Drilling and completion fluids |
16,488 | 35,734 | 64,585 | 107,029 | ||||||||||||
Oil and natural gas |
5,690 | 13,670 | 15,255 | 36,270 | ||||||||||||
Total operating revenues |
176,159 | 608,532 | 632,962 | 1,639,369 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Contract drilling |
71,035 | 282,698 | 254,306 | 778,446 | ||||||||||||
Pressure pumping |
28,219 | 36,576 | 78,087 | 97,587 | ||||||||||||
Drilling and completion fluids |
16,606 | 33,426 | 60,133 | 93,408 | ||||||||||||
Oil and natural gas |
1,780 | 4,338 | 5,576 | 9,934 | ||||||||||||
Depreciation, depletion and impairment |
70,131 | 67,998 | 209,335 | 197,397 | ||||||||||||
Selling, general and administrative |
15,871 | 17,469 | 48,091 | 52,212 | ||||||||||||
Net gain on asset disposals/retirements |
(898 | ) | (505 | ) | (548 | ) | (3,040 | ) | ||||||||
Other operating expenses |
700 | 1,250 | 6,700 | 1,850 | ||||||||||||
Total operating costs and expenses |
203,444 | 443,250 | 661,680 | 1,227,794 | ||||||||||||
Operating income (loss) |
(27,285 | ) | 165,282 | (28,718 | ) | 411,575 | ||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
53 | 601 | 318 | 1,437 | ||||||||||||
Interest expense |
(1,448 | ) | (125 | ) | (2,734 | ) | (465 | ) | ||||||||
Other |
228 | 44 | 263 | 781 | ||||||||||||
Total other income (expense) |
(1,167 | ) | 520 | (2,153 | ) | 1,753 | ||||||||||
Income (loss) before income taxes |
(28,452 | ) | 165,802 | (30,871 | ) | 413,328 | ||||||||||
Income tax expense (benefit): |
||||||||||||||||
Current |
(3,659 | ) | 44,287 | (6,483 | ) | 102,228 | ||||||||||
Deferred |
(6,213 | ) | 12,769 | (4,268 | ) | 43,523 | ||||||||||
Total income tax expense (benefit) |
(9,872 | ) | 57,056 | (10,751 | ) | 145,751 | ||||||||||
Net income (loss) |
$ | (18,580 | ) | $ | 108,746 | $ | (20,120 | ) | $ | 267,577 | ||||||
Net income (loss) per common share: |
||||||||||||||||
Basic |
$ | (0.12 | ) | $ | 0.70 | $ | (0.13 | ) | $ | 1.73 | ||||||
Diluted |
$ | (0.12 | ) | $ | 0.69 | $ | (0.13 | ) | $ | 1.71 | ||||||
Weighted average number of common shares outstanding: |
||||||||||||||||
Basic |
152,242 | 154,266 | 151,975 | 153,617 | ||||||||||||
Diluted |
152,242 | 155,308 | 151,975 | 155,215 | ||||||||||||
Cash dividends per common share |
$ | 0.05 | $ | 0.16 | $ | 0.15 | $ | 0.44 | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
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PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(unaudited, in thousands)
(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, 2008 |
180,192 | $ | 1,801 | $ | 765,512 | $ | 1,970,824 | $ | 5,774 | $ | (616,969 | ) | $ | 2,126,942 | ||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||
Net loss |
| | | (20,120 | ) | | | (20,120 | ) | |||||||||||||||||||
Foreign currency translation
adjustment, net of tax of
$4,183 |
| | | | 7,214 | | 7,214 | |||||||||||||||||||||
Total comprehensive loss |
| | | (20,120 | ) | 7,214 | | (12,906 | ) | |||||||||||||||||||
Issuance of restricted stock |
604 | 6 | (6 | ) | | | | | ||||||||||||||||||||
Vesting of restricted stock units |
6 | | | | | | | |||||||||||||||||||||
Forfeitures of restricted stock |
(41 | ) | | | | | | | ||||||||||||||||||||
Exercise of stock options |
61 | 1 | 378 | | | | 379 | |||||||||||||||||||||
Stock-based compensation |
| | 14,108 | | | | 14,108 | |||||||||||||||||||||
Tax expense related to
stock-based compensation |
| | (2,720 | ) | | | | (2,720 | ) | |||||||||||||||||||
Payment of cash dividends |
| | | (23,005 | ) | | | (23,005 | ) | |||||||||||||||||||
Purchase of treasury stock |
| | | | | (1,623 | ) | (1,623 | ) | |||||||||||||||||||
Balance, September 30, 2009 |
180,822 | $ | 1,808 | $ | 777,272 | $ | 1,927,699 | $ | 12,988 | $ | (618,592 | ) | $ | 2,101,175 | ||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
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PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(unaudited, in thousands)
(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, 2007 |
177,386 | $ | 1,773 | $ | 703,581 | $ | 1,716,620 | $ | 20,207 | $ | (546,151 | ) | $ | 1,896,030 | ||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | 267,577 | | | 267,577 | |||||||||||||||||||||
Foreign currency translation
adjustment, net of tax of
$2,194 |
| | | | (3,783 | ) | | (3,783 | ) | |||||||||||||||||||
Total comprehensive income |
| | | 267,577 | (3,783 | ) | | 263,794 | ||||||||||||||||||||
Issuance of restricted stock |
577 | 6 | (6 | ) | | | | | ||||||||||||||||||||
Forfeitures of restricted stock |
(39 | ) | | | | | | | ||||||||||||||||||||
Exercise of stock options |
2,302 | 23 | 25,516 | | | | 25,539 | |||||||||||||||||||||
Stock-based compensation |
| | 15,144 | | | | 15,144 | |||||||||||||||||||||
Tax benefit related to
stock-based compensation |
| | 16,224 | | | | 16,224 | |||||||||||||||||||||
Payment of cash dividends |
| | | (68,307 | ) | | | (68,307 | ) | |||||||||||||||||||
Purchase of treasury stock |
| | | | | (54,859 | ) | (54,859 | ) | |||||||||||||||||||
Balance, September 30, 2008 |
180,226 | $ | 1,802 | $ | 760,459 | $ | 1,915,890 | $ | 16,424 | $ | (601,010 | ) | $ | 2,093,565 | ||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
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PATTERSON-UTI
ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
(unaudited, in thousands)
Nine Months Ended | ||||||||
September 30, | ||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | (20,120 | ) | $ | 267,577 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation, depletion and impairment |
209,335 | 197,397 | ||||||
Provision for bad debts |
6,700 | 1,850 | ||||||
Dry holes and abandonments |
120 | 894 | ||||||
Deferred income tax expense (benefit) |
(4,268 | ) | 43,523 | |||||
Stock-based compensation expense |
14,108 | 15,144 | ||||||
Net gain on asset disposals/retirements |
(548 | ) | (3,040 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
288,189 | (75,526 | ) | |||||
Income taxes receivable |
(116 | ) | (2,257 | ) | ||||
Inventory and other assets |
15,148 | 4,709 | ||||||
Accounts payable |
(68,357 | ) | 4,048 | |||||
Accrued expenses |
(23,884 | ) | 3,985 | |||||
Other liabilities |
(79 | ) | 1,337 | |||||
Net cash provided by operating activities |
416,228 | 459,641 | ||||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
(350,626 | ) | (329,262 | ) | ||||
Proceeds from disposal of assets |
3,304 | 8,697 | ||||||
Net cash used in investing activities |
(347,322 | ) | (320,565 | ) | ||||
Cash flows from financing activities: |
||||||||
Purchases of treasury stock |
(1,623 | ) | (54,859 | ) | ||||
Dividends paid |
(23,005 | ) | (68,307 | ) | ||||
Tax benefit (expense) related to stock-based compensation |
(2,720 | ) | 16,224 | |||||
Repayment of borrowings under line of credit |
| (50,000 | ) | |||||
Line of credit issuance costs |
(6,169 | ) | | |||||
Proceeds from exercise of stock options |
379 | 25,539 | ||||||
Net cash used in financing activities |
(33,138 | ) | (131,403 | ) | ||||
Effect of foreign exchange rate changes on cash |
2,252 | (88 | ) | |||||
Net increase in cash and cash equivalents |
38,020 | 7,585 | ||||||
Cash and cash equivalents at beginning of period |
81,223 | 17,434 | ||||||
Cash and cash equivalents at end of period |
$ | 119,243 | $ | 25,019 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Net cash (paid) received during the period for: |
||||||||
Interest expense |
$ | (1,440 | ) | $ | (462 | ) | ||
Income taxes |
$ | 7,754 | $ | (89,815 | ) | |||
Non-cash investing and financing activities: |
||||||||
Net decrease in payables for purchases of property and equipment |
$ | (12,235 | ) | $ | (2,046 | ) | ||
Net (increase) decrease in deposits on equipment purchases |
$ | 43,944 | $ | (20,685 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Consolidation and Presentation
The unaudited interim consolidated financial statements include the accounts of Patterson-UTI
Energy, Inc. (the Company) and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Except for wholly-owned subsidiaries, the Company
has no controlling financial interests in any entity which would require consolidation.
The unaudited interim consolidated financial statements have been prepared by management of
the Company 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 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 adjustments which are of a
normal recurring nature considered necessary for a fair statement of the information in conformity
with accounting principles generally accepted in the United States have been included. The
Unaudited Consolidated Balance Sheet as of December 31, 2008, as presented herein, was derived from
the audited consolidated balance sheet of the Company, but does not include all disclosures
required by accounting principles generally accepted in the United States of America. 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
fiscal year ended December 31, 2008. The results of operations for the three and nine months ended
September 30, 2009 are not necessarily indicative of the results to be expected for the full year.
The U.S. dollar is the functional currency for all of the Companys operations except for its
Canadian operations, which uses the Canadian dollar as its functional currency. The effects of
exchange rate changes are reflected in accumulated other comprehensive income, which is a separate
component of stockholders equity.
Certain reclassifications have been made to the 2008 consolidated financial statements in
order for them to conform with the 2009 presentation.
The carrying values of cash and cash equivalents, trade receivables and accounts payable
approximate fair value.
The Company has performed an evaluation of subsequent events through November 2, 2009 at the
time of issuance of the unaudited consolidated financial statements.
The Company provides a dual presentation of its net income (loss) per common share in its
Unaudited Consolidated Statements of Income: Basic net income (loss) per common share (Basic
EPS) and diluted net income (loss) per common share (Diluted EPS). The Company adopted a new
accounting standard in the quarter ended March 31, 2009, which clarifies that share-based payment
awards that entitle their holders to receive non-forfeitable dividends before vesting should be
considered participating securities and, as such, should be included in the calculation of
earnings-per-share using the two-class method. All earnings per share data presented for the three
and nine months ended September 30, 2008 has been adjusted retrospectively to conform with this
accounting standard. The impact of this retrospective application was to reduce Diluted EPS for
the three months ended September 30, 2008 by $0.01 and to reduce Basic EPS and Diluted EPS for the
nine months ended September 30, 2008 by $0.01.
Basic EPS excludes dilution and is computed by first allocating earnings between common
stockholders and holders of non-vested shares of restricted stock. Basic EPS is then determined by
dividing the earnings attributable to common stockholders by the weighted average number of common
shares outstanding during the period, excluding non-vested shares of restricted stock.
Diluted EPS is based on the weighted average number of common shares outstanding plus the
dilutive effect of potential common shares, including stock options, non-vested shares of
restricted stock and restricted stock units. The dilutive effect of stock options and restricted
stock units is determined based on the treasury stock method. The dilutive effect of non-vested
shares of restricted stock is based on the more dilutive of the treasury stock method or the
two-class method, assuming a reallocation of undistributed earnings to common stockholders after
considering the dilutive effect of potential common shares other than non-vested shares of
restricted stock.
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The following table presents information necessary to calculate net income (loss) per share
for the three and nine months ended September 30, 2009 and 2008 as well as 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 nine months ended September 30, 2009
and 2008 (in thousands, except per share amounts):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
BASIC EPS: |
||||||||||||||||
Net income (loss) |
$ | (18,580 | ) | $ | 108,746 | $ | (20,120 | ) | $ | 267,577 | ||||||
Less (earnings) loss attributed to holders of non-vested restricted stock |
174 | (1,023 | ) | 190 | (2,484 | ) | ||||||||||
Earnings (loss) attributed to common stockholders |
$ | (18,406 | ) | $ | 107,723 | $ | (19,930 | ) | $ | 265,093 | ||||||
Weighted average number of common shares outstanding, excluding non-vested
shares of restricted stock |
152,242 | 154,266 | 151,975 | 153,617 | ||||||||||||
Basic net income (loss) per common share |
$ | (0.12 | ) | $ | 0.70 | $ | (0.13 | ) | $ | 1.73 | ||||||
DILUTED EPS: |
||||||||||||||||
Earnings (loss) attributed to common stockholders |
$ | (18,406 | ) | $ | 107,723 | $ | (19,930 | ) | $ | 265,093 | ||||||
Add incremental earnings related to potential common shares |
| 5 | | 19 | ||||||||||||
Adjusted earnings attributed to common stockholders |
$ | (18,406 | ) | $ | 107,728 | $ | (19,930 | ) | $ | 265,112 | ||||||
Weighted average number of common shares outstanding, excluding non-vested
shares of restricted stock |
152,242 | 154,266 | 151,975 | 153,617 | ||||||||||||
Add dilutive effect of potential common shares |
| 1,042 | | 1,598 | ||||||||||||
Weighted average number of diluted common shares outstanding |
152,242 | 155,308 | 151,975 | 155,215 | ||||||||||||
Diluted net income (loss) per common share |
$ | (0.12 | ) | $ | 0.69 | $ | (0.13 | ) | $ | 1.71 | ||||||
Potentially dilutive securities excluded as anti-dilutive |
8,204 | 1,455 | 8,204 | 2,380 | ||||||||||||
2. Stock-based Compensation
The Company recognizes the cost of share-based awards under the fair-value-based method. The
Company uses share-based awards to compensate employees and non-employee directors. Prior to 2009,
share-based awards consisted of equity instruments in the form of stock options, restricted stock
or restricted stock units and have included service and, in certain cases, performance conditions.
Beginning in 2009, share-based awards also include cash settled performance unit awards which are
accounted for as a liability. The Company issues shares of common stock when vested stock options
are exercised, when restricted stock is granted and when restricted stock units vest.
Stock Options. The Company estimates the grant date fair values of stock options using the
Black-Scholes-Merton valuation model (Black-Scholes). 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 are 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 are granted. The risk-free
interest rate assumptions are determined by reference to United States Treasury yields.
Weighted-average assumptions used to estimate the grant date fair values for stock options granted
in the three and nine month periods ended September 30, 2009 and 2008 follow:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Volatility |
49.53 | % | N/A | 49.90 | % | 35.73 | % | |||||||||
Expected term (in years) |
4.00 | N/A | 4.00 | 4.00 | ||||||||||||
Dividend yield |
1.39 | % | N/A | 1.67 | % | 1.68 | % | |||||||||
Risk-free interest rate |
2.27 | % | N/A | 1.67 | % | 2.94 | % |
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Table of Contents
Stock option activity from January 1, 2009 to September 30, 2009 follows:
Weighted | ||||||||
Average | ||||||||
Underlying | Exercise | |||||||
Shares | Price | |||||||
Outstanding at January 1, 2009 |
5,933,572 | $ | 21.20 | |||||
Granted |
1,037,500 | $ | 13.12 | |||||
Exercised |
(61,268 | ) | $ | 6.19 | ||||
Expired |
(3,400 | ) | $ | 14.64 | ||||
Outstanding at September 30, 2009 |
6,906,404 | $ | 20.13 | |||||
Exercisable at September 30, 2009 |
5,184,862 | $ | 20.98 | |||||
Restricted Stock. For all restricted stock awards to date, shares of common stock were issued
when the awards were made. Non-vested shares are subject to forfeiture for failure to fulfill
service conditions and, in certain cases, performance conditions. Non-forfeitable dividends are
paid on non-vested shares of restricted stock. For restricted stock awards made prior to 2008, the
Company uses the graded-vesting attribution method to recognize periodic compensation cost over
the vesting period. For restricted stock awards made in 2008 and thereafter, the Company uses the
straight-line method to recognize periodic compensation cost over the vesting period.
Restricted stock activity from January 1, 2009 to September 30, 2009 follows:
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value | |||||||
Non-vested restricted stock outstanding at January 1, 2009 |
1,429,571 | $ | 28.49 | |||||
Granted |
603,600 | $ | 13.75 | |||||
Vested |
(711,452 | ) | $ | 27.99 | ||||
Forfeited |
(40,599 | ) | $ | 27.54 | ||||
Non-vested restricted stock outstanding at September 30, 2009 |
1,281,120 | $ | 21.85 | |||||
Restricted Stock Units. For all restricted stock unit awards made to date, shares of common
stock are not issued until the units vest. Restricted stock units are subject to forfeiture for
failure to fulfill service conditions. Non-forfeitable cash dividend equivalents are paid on
non-vested restricted stock units.
Restricted stock unit activity from January 1, 2009 to September 30, 2009 follows:
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value | |||||||
Non-vested restricted stock units outstanding at January 1, 2009 |
17,500 | $ | 31.60 | |||||
Granted |
6,500 | $ | 14.39 | |||||
Vested |
(5,833 | ) | $ | 31.60 | ||||
Forfeited |
(2,000 | ) | $ | 14.39 | ||||
Non-vested restricted stock units outstanding at September 30, 2009 |
16,167 | $ | 26.81 | |||||
Performance Unit Awards. On April, 28, 2009, the Company granted performance unit awards to
certain executive officers (the 2009 Performance Units). The 2009 Performance Units provide for
those executive officers to receive a cash payment upon the achievement of certain performance
goals established by the Company during a specified period. The performance period for the 2009
Performance Units is the period from April 1, 2009 through March 31, 2012. The performance metrics
for the 2009 Performance Units are tied to the Companys total shareholder return for the
performance period as compared to total shareholder return for a peer group determined by the
Compensation Committee. Generally, the recipients will receive a base payment if the Companys total
shareholder return is positive and, when compared to the peer group,
is at or above the 25th percentile but less than the 50th
percentile, two times the base if at or above the 50th percentile but less than the
75th percentile and four times the base if at the 75th percentile or higher.
The total base amount with respect to the 2009 Performance Units is approximately $1.7 million. As
the 2009 Performance Units are to be settled in cash at the end of
8
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the
performance period, the Companys obligation is measured at
estimated fair value at the end of each
reporting period and as of September 30, 2009 this obligation was approximately $595,000.
3. Property and Equipment
Property and equipment consisted of the following at September 30, 2009 and December 31, 2008
(in thousands):
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
Equipment |
$ | 3,220,688 | $ | 2,896,992 | ||||
Oil and natural gas properties |
89,967 | 89,809 | ||||||
Buildings |
63,004 | 62,340 | ||||||
Land |
9,698 | 9,824 | ||||||
3,383,357 | 3,058,965 | |||||||
Less accumulated depreciation and depletion |
(1,268,225 | ) | (1,121,853 | ) | ||||
Property and equipment, net |
$ | 2,115,132 | $ | 1,937,112 | ||||
4. 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 and (iv) the investment, on a
working interest basis, in oil and natural gas properties. Each of these segments represents a
distinct type of business. These segments have separate management teams which report to the
Companys chief operating decision maker. The results of operations in these segments are
regularly reviewed by the chief operating decision maker for purposes of determining resource
allocation and assessing performance. Separate financial data for each of our four business
segments is provided in the table below (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenues: |
||||||||||||||||
Contract drilling (a) |
$ | 112,620 | $ | 500,030 | $ | 440,359 | $ | 1,338,856 | ||||||||
Pressure pumping |
41,687 | 60,618 | 113,408 | 160,576 | ||||||||||||
Drilling and completion fluids (b) |
16,527 | 35,861 | 64,624 | 107,207 | ||||||||||||
Oil and natural gas |
5,690 | 13,670 | 15,255 | 36,270 | ||||||||||||
Total segment revenues |
176,524 | 610,179 | 633,646 | 1,642,909 | ||||||||||||
Elimination of intercompany revenues (a)(b) |
(365 | ) | (1,647 | ) | (684 | ) | (3,540 | ) | ||||||||
Total revenues |
$ | 176,159 | $ | 608,532 | $ | 632,962 | $ | 1,639,369 | ||||||||
Income (loss) before income taxes: |
||||||||||||||||
Contract drilling |
$ | (19,911 | ) | $ | 157,243 | $ | 6,215 | $ | 382,424 | |||||||
Pressure pumping |
1,211 | 12,860 | (562 | ) | 31,589 | |||||||||||
Drilling and completion fluids |
(2,281 | ) | (924 | ) | (2,858 | ) | 3,798 | |||||||||
Oil and natural gas |
1,854 | 4,554 | (1,144 | ) | 16,024 | |||||||||||
(19,127 | ) | 173,733 | 1,651 | 433,835 | ||||||||||||
Corporate and other |
(9,056 | ) | (8,956 | ) | (30,917 | ) | (25,300 | ) | ||||||||
Net gain on asset disposals/retirements (c) |
898 | 505 | 548 | 3,040 | ||||||||||||
Interest income |
53 | 601 | 318 | 1,437 | ||||||||||||
Interest expense |
(1,448 | ) | (125 | ) | (2,734 | ) | (465 | ) | ||||||||
Other |
228 | 44 | 263 | 781 | ||||||||||||
Income (loss) before income taxes |
$ | (28,452 | ) | $ | 165,802 | $ | (30,871 | ) | $ | 413,328 | ||||||
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
Identifiable assets: |
||||||||
Contract drilling |
$ | 2,130,657 | $ | 2,255,421 | ||||
Pressure pumping |
209,928 | 210,805 | ||||||
Drilling and completion fluids |
57,129 | 99,433 | ||||||
Oil and natural gas |
24,833 | 31,760 | ||||||
Corporate and other (d) |
222,424 | 115,398 | ||||||
Total assets |
$ | 2,644,971 | $ | 2,712,817 | ||||
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(a) | Includes contract drilling intercompany revenues of approximately $326,000 and $1.5 million for the three months ended September 30, 2009 and 2008, respectively. Includes contract drilling intercompany revenues of approximately $645,000 and $3.4 million for the nine months ended September 30, 2009 and 2008, respectively. | |
(b) | Includes drilling and completion fluids intercompany revenues of approximately $39,000 and $126,000 for the three months ended September 30, 2009 and 2008, respectively. Includes drilling and completion fluids intercompany revenues of approximately $39,000 and $177,000 for the nine months ended September 30, 2009 and 2008, respectively. | |
(c) | Net gains associated with the disposal or retirement of assets relate to decisions of the executive management group regarding corporate strategy. Accordingly, the related gains have been separately presented and excluded from the results of specific segments. | |
(d) | Corporate and other assets primarily include cash on hand managed by the parent corporation and certain deferred Federal income tax assets. |
5. Goodwill
Goodwill is evaluated at least annually to determine if the fair value of recorded goodwill
has decreased below its carrying value. For purposes of impairment testing, goodwill is evaluated
at the reporting unit level. The Companys reporting units for impairment testing have been
determined to be its operating segments.
As of September 30, 2009 and December 31, 2008 the Company had goodwill of $86.2 million, all
in its contract drilling reporting unit. In the event that market conditions remain weak, the
Company may be required to record an impairment of goodwill in its contract drilling reporting unit
in the future, and such impairment could be material.
6. Accrued Expenses
Accrued expenses consisted of the following at September 30, 2009 and December 31, 2008 (in
thousands):
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
Salaries, wages, payroll taxes and benefits |
$ | 13,959 | $ | 30,334 | ||||
Workers compensation liability |
65,535 | 70,439 | ||||||
Sales, use and other taxes |
14,519 | 12,015 | ||||||
Insurance, other than workers compensation |
10,764 | 14,209 | ||||||
Other |
4,156 | 5,658 | ||||||
$ | 108,933 | $ | 132,655 | |||||
7. Asset Retirement Obligation
The Company records a liability for the estimated costs to be incurred in connection with the
abandonment of oil and natural gas properties in the future. This liability is included in the
caption Other in the liabilities section of the Companys consolidated balance sheet. The
following table describes the changes to the Companys asset retirement obligations during the nine
months ended September 30, 2009 and 2008 (in thousands):
2009 | 2008 | |||||||
Balance at beginning of year |
$ | 3,047 | $ | 1,593 | ||||
Liabilities incurred |
125 | 427 | ||||||
Liabilities settled |
(304 | ) | (265 | ) | ||||
Accretion expense |
89 | 44 | ||||||
Revision in estimated costs of plugging oil and natural gas wells |
(14 | ) | 1,303 | |||||
Asset retirement obligation at end of period |
$ | 2,943 | $ | 3,102 | ||||
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8. Borrowings Under Line of Credit
The Company has an unsecured revolving line of credit (LOC) with a maximum borrowing
capacity of $240 million, including a letter of credit sublimit of $150 million and a swing line
sublimit of $40 million. In addition, the aggregate borrowing and letter of credit capacity under
the LOC may, subject to the terms and conditions set forth therein including the receipt of
additional commitments from lenders, be increased up to a maximum amount not to exceed $450
million.
Interest is paid on the outstanding principal amount of LOC borrowings at a floating rate
based on, at the Companys election, LIBOR or a base rate. The margin on LIBOR loans ranges from
3.00% to 4.00% and the margin on base rate loans ranges from 2.00% to 3.00%, based on the Companys
debt to capitalization ratio. At September 30, 2009, the margin on LIBOR loans would have been
3.00% and the margin on base rate loans would have been 2.00%. Any outstanding borrowings must be
repaid at maturity on January 31, 2012 and letters of credit may remain in effect up to six months
after such maturity date. This LOC facility includes various fees, including a commitment fee on
the actual daily unused commitment (the commitment fee rate was 1.00% at September 30, 2009).
The Company incurred line of credit issuance costs of approximately $6.2 million during the
nine months ended September 30, 2009 in connection with the LOC. These costs are being amortized
to interest expense over the contractual term of the LOC.
There are customary representations, warranties, 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 September 30,
2009, the Company had no borrowings outstanding under the LOC. The Company had $46.3 million in
letters of credit outstanding at September 30, 2009 and, as a result, had available borrowing
capacity of approximately $194 million at that date. Each domestic subsidiary of the Company has
unconditionally guaranteed the existing and future obligations of the Company and each other
guarantor under the LOC and related loan documents, as well as obligations of the Company and its
subsidiaries under any interest rate swap contracts that may be entered into with lenders party to
the LOC.
9. Commitments, Contingencies and Other Matters
Commitments As of September 30, 2009, the Company maintained letters of credit in the
aggregate amount of $46.3 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 the
calendar year and are typically renewed annually. As of September 30, 2009, no amounts had been
drawn under the letters of credit.
As of September 30, 2009, the Company had commitments to purchase approximately $128 million
of major equipment.
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.
10. Stockholders Equity
Cash Dividends The Company paid cash dividends during the nine months ended September 30,
2008 and 2009 as follows:
Per Share | Total | |||||||
(in thousands) | ||||||||
2008: |
||||||||
Paid on March 28, 2008 |
$ | 0.12 | $ | 18,493 | ||||
Paid on June 27, 2008 |
0.16 | 25,011 | ||||||
Paid on September 29, 2008 |
0.16 | 24,803 | ||||||
Total cash dividends |
$ | 0.44 | $ | 68,307 | ||||
Per Share | Total | |||||||
(in thousands) | ||||||||
2009: |
||||||||
Paid on March 31, 2009 |
$ | 0.05 | $ | 7,655 | ||||
Paid on June 30, 2009 |
0.05 | 7,675 | ||||||
Paid on September 30, 2009 |
0.05 | 7,675 | ||||||
Total cash dividends |
$ | 0.15 | $ | 23,005 | ||||
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On October 28, 2009, the Companys Board of Directors approved a cash dividend on its common
stock in the amount of $0.05 per share to be paid on December 30, 2009 to holders of record as of
December 15, 2009. The amount and timing of all future dividend payments, if any, 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.
On August 1, 2007, the Companys Board of Directors approved a stock buyback program
(Program), authorizing purchases of up to $250 million of the Companys common stock in open
market or privately negotiated transactions. During the nine months ended September 30, 2009, the
Company purchased 5,715 shares of its common stock under the Program at a cost of approximately
$79,000. As of September 30, 2009, the Company is authorized to purchase approximately $113
million of the Companys outstanding common stock under the Program. Shares purchased under the
Program are accounted for as treasury stock.
The Company purchased 114,983 shares of stock from employees during the nine months ended
September 30, 2009 on dates that corresponded with the vesting of restricted stock. These shares
were purchased at fair market value to provide employees with the funds necessary to satisfy
payroll tax withholding obligations and have been accounted for as treasury stock. The total
purchase price for these shares was approximately $1.5 million. These purchases were made pursuant
to the terms of the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan and not pursuant to
the Program.
11. Recently Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board (FASB) issued an accounting
standard that defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurement. The initial
application of this standard was limited to financial assets and liabilities and became effective
on January 1, 2008 for the Company. The impact of the initial application of this standard was not
material. On January 1, 2009, the Company adopted this standard on a prospective basis for
non-financial assets and liabilities that are not measured at fair value on a recurring basis. The
application of this standard to the Companys non-financial assets and liabilities is primarily
limited to assets acquired and liabilities assumed in a business combination, asset retirement
obligations and asset impairments, including goodwill and long-lived assets and has not had a
material impact on the Company.
In December 2007, the FASB issued a new accounting standard that calls for significant changes
from then current practice in accounting for business combinations. The new standard is effective
for business combinations for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008 and became effective for the
Company on January 1, 2009. The application of this new standard did not have a material impact on
the Company.
In June 2008, the FASB issued a new accounting standard which clarifies that share-based
payment awards that entitle their holders to receive non-forfeitable dividends before vesting
should be considered participating securities and, as such, should be included in the calculation
of basic earnings-per-share using the two-class method. Certain of the Companys share-based
payment awards entitle the holders to receive non-forfeitable dividends. This standard is
effective for financial statements issued for fiscal years beginning after December 15, 2008, as
well as interim periods within those years and became effective for the Company on January 1, 2009.
The impact of the adoption of this standard is discussed in Note 1.
In December 2008, the SEC issued a Final Rule, Modernization of Oil and Gas Reporting (Final
Rule). The Final Rule revises certain oil and gas reporting disclosures in Regulation S-K and
Regulation S-X under the Securities Act of 1933, as amended (the Securities Act), and the
Securities Exchange Act of 1934, as amended (the Exchange Act), as well as Industry Guide 2. The
amendments are designed to modernize and update oil and gas disclosure requirements to align them
with current practices and changes in technology. The disclosure requirements are effective for
registration statements filed on or after January 1, 2010 and for annual financial statements filed
on or after December 31, 2009. The application of the Final Rule is not expected to have a
material impact on the Company.
In April 2009, the FASB issued a staff position to provide additional guidance for determining
whether a market for a financial asset is not active and a transaction is not distressed for fair
value measurements under generally accepted accounting principles. The provisions of this staff
position are effective for financial statements issued for interim and annual periods ending after
June 15, 2009 and became effective for the Company in the quarter ended June 30, 2009. The
adoption of this staff position did not have a material impact on the Company.
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In April 2009, the FASB issued a staff position which increases the frequency of fair value
disclosures for financial instruments from annual only to quarterly reporting periods. The
provisions of this staff position are effective for financial statements issued for interim and
annual periods ending after June 15, 2009 and became effective for the Company in the quarter ended
June 30, 2009. The adoption of this staff position did not have a material impact on the Company.
In June 2009, the FASB issued a new accounting standard that amends the accounting and
disclosure requirements for the consolidation of variable interest entities. This new standard
removes the previously existing exception from applying consolidation guidance to qualifying
special-purpose entities and requires ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity. Before this Statement, generally accepted accounting
principles required reconsideration of whether an enterprise is the primary beneficiary of a
variable interest entity only when specific events occurred. This new standard is effective as of
the beginning of each reporting entitys first annual reporting period that begins after November
15, 2009, for interim periods within that first annual reporting period, and for interim and annual
reporting periods thereafter and will become effective for the Company on January 1, 2010. The
adoption of this standard is not expected to have a material impact on the Company.
In June 2009, the FASB issued the FASB Accounting Standards Codification (Codification).
Effective for financial statements issued for interim and annual periods ending after September 15,
2009, the Codification became the source of authoritative U.S. generally accepted accounting
principles. The FASB will no longer issue new standards in the form of Statements, FASB Staff
Positions or EITF Abstracts. Instead, it will issue Accounting Standards Updates to update the
Codification. The adoption of the Codification did not have a material impact on the Company.
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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
Forward-looking statements may be made by management orally or in writing, including, but not
limited to our filings with the SEC under the Securities Act of 1933, as amended (the Securities
Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act). Managements
Discussion and Analysis of Financial Condition and Results of Operations included in Item 2 of
Part I of this Quarterly Report on Form 10-Q 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); demand for our services; and other matters. Our forward-looking statements can be
identified by the fact that they do not relate strictly to historic or current facts and often use
words such as believes, budgeted, expects, estimates, project, will, could, may,
plans, intends, strategy, or anticipates, and other words and expressions of similar
meaning. 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. Although we
believe that the expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct.
Forward-looking statements are not guarantees of future performance and a variety of factors
could cause actual results to differ materially from the anticipated or expected results expressed
in or suggested by these forward-looking statements. Factors that might cause or contribute to
such differences include, but are not limited to, deterioration of global economic conditions,
declines in oil and natural gas prices that could adversely affect demand for our services and
their associated effect on day rates, rig utilization and planned capital expenditures, excess
availability of land drilling rigs, including as a result of the reactivation or construction of
new land drilling rigs, adverse industry conditions, adverse credit and equity market conditions,
difficulty in integrating acquisitions, demand for oil and natural gas, shortages of rig equipment
and ability to retain management and field personnel. Refer to Risk Factors contained in Part 1
of our Annual Report on Form 10-K for the year ended December 31, 2008 for a more complete
discussion of these and other factors that might affect our performance and financial results.
These forward-looking statements are intended to relay our expectations about the future, and speak
only as of the date they are made. We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise.
You are cautioned not to place undue reliance on any of our forward-looking statements, which
speak only as of the date such forward looking statement was made.
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 invest, on a working interest basis, in oil and natural gas properties. For the three and
nine months ended September 30, 2009 and 2008, our operating revenues consisted of the following
(dollars in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||||||||||||||||||
Contract drilling |
$ | 112,294 | 64 | % | $ | 498,510 | 82 | % | $ | 439,714 | 70 | % | $ | 1,335,494 | 81 | % | ||||||||||||||||
Pressure pumping |
41,687 | 24 | 60,618 | 10 | 113,408 | 18 | 160,576 | 10 | ||||||||||||||||||||||||
Drilling and completion fluids |
16,488 | 9 | 35,734 | 6 | 64,585 | 10 | 107,029 | 7 | ||||||||||||||||||||||||
Oil and natural gas |
5,690 | 3 | 13,670 | 2 | 15,255 | 2 | 36,270 | 2 | ||||||||||||||||||||||||
$ | 176,159 | 100 | % | $ | 608,532 | 100 | % | $ | 632,962 | 100 | % | $ | 1,639,369 | 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, Alabama,
Colorado, Arizona, Utah, Wyoming, Montana, North Dakota, South Dakota, Pennsylvania, West Virginia
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, New Mexico, Oklahoma and Louisiana. The oil and natural gas
properties in which we hold interests are primarily located in Texas, New Mexico and Louisiana.
14
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Typically, 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 third quarter of 2009, our average number of rigs operating
was 73 compared to 276 in the third quarter of 2008. Our average number of rigs operating during
the third quarter of 2009 included approximately four rigs under term contracts that earned standby
revenues of $3.4 million. Rigs on standby earn a discounted dayrate since they do not have crews
and have lower costs. Our average revenue per operating day was $16,800 in the third quarter of
2009 compared to $19,620 in the third quarter of 2008. We had a consolidated net loss of $18.6
million for the third quarter of 2009 compared to consolidated net income of $109 million for the
third quarter of 2008. This decrease was primarily due to our contract drilling segment
experiencing a significant decrease in the average number of rigs operating as compared to the
third quarter of 2008.
Our revenues, profitability and cash flows are highly dependent upon prevailing prices for
natural gas and, to a lesser extent, oil. During periods of improved commodity prices, the capital
spending budgets of oil and natural gas operators tend to expand, which generally results in
increased demand for our contract services. Conversely, in periods when these commodity prices
deteriorate, the demand for our contract services generally weakens and we experience downward
pressure on pricing for our services. Since reaching a peak in 2008, there has been a significant
decline in oil and natural gas prices. During this time there has also been a substantial
deterioration in the global economic environment. As part of this deterioration, there has been
substantial uncertainty in the capital markets and access to financing has been reduced. Due to
these conditions, our customers reduced or curtailed their drilling programs, which resulted in a
decrease in demand for our services, as evidenced by the decline in our monthly average of rigs
operating from a high of 283 in October 2008 to a low of 60 in June 2009 before recovering slightly
to 81 in September 2009. Furthermore, these factors have resulted in, and could continue to result
in, certain of our customers experiencing an inability to pay suppliers, including us, if they are
not able to access capital to fund their operations. We are also highly impacted by competition,
the availability of excess equipment, labor issues and various other factors that could materially
adversely affect our business, financial condition, cash flows and results of operations. Please
see Risk Factors included as Item 1A in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
We believe that the liquidity shown on our balance sheet as of September 30, 2009, which
includes approximately $237 million in working capital (including $119 million in cash and cash
equivalents) and approximately $194 million available under our $240 million LOC, together with
cash expected to be generated from operations (including expected
income tax refunds resulting from the carry-back of net operating
losses), should provide us with sufficient ability to fund
our current plans to build new equipment, make improvements to our existing equipment, expand into
new regions, pay cash dividends and survive the current downturn in our industry.
Commitments and Contingencies As of September 30, 2009, we maintained letters of credit in
the aggregate amount of $46.3 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 and are typically renewed annually. As of September 30, 2009, no amounts had been
drawn under the letters of credit.
As of September 30, 2009, we had commitments to purchase approximately $128 million of major
equipment.
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 and money market accounts.
Description of Business We conduct our contract drilling operations in Texas, New Mexico,
Oklahoma, Arkansas, Louisiana, Mississippi, Alabama, Colorado, Arizona, Utah, Wyoming, Montana,
North Dakota, South Dakota, Pennsylvania, West Virginia and western Canada. As of September 30,
2009, we had approximately 350 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, New Mexico, Oklahoma and
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 also invest, on a
working interest basis, in oil and natural gas properties.
The North American land drilling industry has experienced periods of downturn in demand during
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 and, at times, have incurred losses during the downturn periods.
In addition to adverse effects that declines in demand have had or could have on us, ongoing
factors which could continue to adversely affect utilization rates and pricing, even in an
environment of high oil and natural gas prices and increased drilling activity, include:
15
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| movement of drilling rigs from region to region, |
| reactivation of land-based drilling rigs, or |
| construction of new drilling rigs. |
As a result of an increase in drilling activity and increased prices for drilling services in
recent years prior to the current downturn, construction of new drilling rigs increased
significantly. The addition of new drilling rigs to the market and the decrease in demand has
resulted in excess capacity. 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 fiscal year ended December 31, 2008.
Liquidity and Capital Resources
As of September 30, 2009, we had working capital of $237 million, including cash and cash
equivalents of $119 million. For the nine months ended September 30, 2009, our sources of cash
flow included $416 million from operating activities.
During the nine months ended September 30, 2009, we used $23.0 million to pay dividends on our
common stock, $6.2 million to pay issuance costs related to our LOC and $351 million:
| to build new drilling rigs, |
| 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 segments, and |
| to fund investments in oil and natural gas properties on a working interest basis. |
We paid cash dividends during the nine months ended September 30, 2009 as follows:
Per Share | Total | |||||||
(in thousands) | ||||||||
Paid on March 31, 2009 |
$ | 0.05 | $ | 7,655 | ||||
Paid on June 30, 2009 |
0.05 | 7,675 | ||||||
Paid on September 30, 2009 |
0.05 | 7,675 | ||||||
Total cash dividends |
$ | 0.15 | $ | 23,005 | ||||
On October 28, 2009, our Board of Directors approved a cash dividend on our common stock in
the amount of $0.05 per share to be paid on December 30, 2009 to holders of record as of December
15, 2009. The amount and timing of all future dividend payments, if any, 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 (Program),
authorizing purchases of up to $250 million of our common stock in open market or privately
negotiated transactions. During the nine months ended September 30, 2009, we purchased 5,715
shares of our common stock under the Program at a cost of approximately $79,000. As of September
30, 2009, we are authorized to purchase approximately $113 million of our outstanding common stock
under the Program. Shares purchased under the Program have been accounted for as treasury stock.
We have an unsecured LOC with a maximum borrowing and letter of credit capacity of $240
million. Interest is paid on the outstanding principal amount of borrowings under the LOC at a
floating rate based on, at our election, LIBOR or a base rate. The
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margin on LIBOR loans ranges from 3.00% to 4.00% and the margin on base rate loans ranges from
2.00% to 3.00%, based on our debt to capitalization ratio. Any outstanding borrowings must be
repaid at maturity on January 31, 2012 and letters of credit may remain in effect up to six months
after such maturity date. As of September 30, 2009, we had no borrowings outstanding under the
LOC. We had $46.3 million in letters of credit outstanding at September 30, 2009 and, as a result,
had available borrowing capacity of approximately $194 million at such date.
We believe that the current level of cash, short-term investments and borrowing capacity
available under our LOC, together with cash expected to be generated
from operations (including
expected income tax refunds resulting from the carry-back of net
operating losses), should be sufficient to meet our current 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, borrowing capacity under our LOC or additional debt or
equity financing. However, there can be no assurance that such capital will be available on
reasonable terms, if at all.
Results of Operations
The following tables summarize operations by business segment for the three months ended
September 30, 2009 and 2008:
Contract Drilling | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues |
$ | 112,294 | $ | 498,510 | (77.5 | )% | ||||||
Direct operating costs |
$ | 71,035 | $ | 282,698 | (74.9 | )% | ||||||
Selling, general and administrative |
$ | 1,087 | $ | 1,382 | (21.3 | )% | ||||||
Depreciation |
$ | 60,083 | $ | 57,187 | 5.1 | % | ||||||
Operating income (loss) |
$ | (19,911 | ) | $ | 157,243 | N/M | ||||||
Operating days |
6,685 | 25,403 | (73.7 | )% | ||||||||
Average revenue per operating day |
$ | 16.80 | $ | 19.62 | (14.4 | )% | ||||||
Average direct operating costs per operating day |
$ | 10.63 | $ | 11.13 | (4.5 | )% | ||||||
Average rigs operating |
73 | 276 | (73.6 | )% | ||||||||
Capital expenditures |
$ | 93,340 | $ | 125,892 | (25.9 | )% |
Revenues and direct operating costs decreased in the third quarter of 2009 compared to the
third quarter of 2008 primarily as a result of a decrease in the number of operating days. The
decrease in operating days was due to decreased demand largely caused by lower commodity prices for
natural gas and oil. Our average number of rigs operating during the third quarter of 2009
included an average of approximately four rigs that earned standby revenues of $3.4 million. Rigs
on standby earn a discounted dayrate as they do not have crews and have lower costs. Average
revenue per operating day decreased in the third quarter of 2009 compared to the third quarter of
2008 primarily due to decreases in dayrates for rigs that were operating in the spot market and the
expiration of term contracts that were entered into at higher rates. Average direct operating
costs per operating day decreased in the third quarter of 2009 compared to the third quarter of
2008 primarily due to decreases in labor and repair costs. Significant capital expenditures have
been incurred to build new 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.
Pressure Pumping | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues |
$ | 41,687 | $ | 60,618 | (31.2 | )% | ||||||
Direct operating costs |
$ | 28,219 | $ | 36,576 | (22.8 | )% | ||||||
Selling, general and administrative |
$ | 5,041 | $ | 6,109 | (17.5 | )% | ||||||
Depreciation |
$ | 7,216 | $ | 5,073 | 42.2 | % | ||||||
Operating income |
$ | 1,211 | $ | 12,860 | (90.6 | )% | ||||||
Total jobs |
1,990 | 3,732 | (46.7 | )% | ||||||||
Average revenue per job |
$ | 20.95 | $ | 16.24 | 29.0 | % | ||||||
Average direct operating costs per job |
$ | 14.18 | $ | 9.80 | 44.7 | % | ||||||
Capital expenditures |
$ | 3,582 | $ | 17,607 | (79.7 | )% |
Our customers have increased their focus on the emerging development of unconventional
reservoirs in the Appalachian Basin and the larger jobs associated therewith. As a result of this
focus on unconventional reservoirs and lower commodity prices, we have experienced a decrease in
the number of smaller traditional pressure pumping jobs, which has contributed to the overall
decrease in the number of total jobs. Revenues and direct operating costs decreased as a result of
a decrease in the number of total jobs. Increased average revenue per job was due to an increase
in the proportion of larger jobs to total jobs, which was driven by demand
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for services associated with unconventional reservoirs partially offset by the impact of
reduced pricing. Average direct operating costs per job increased due to the increase in larger
jobs and as a result of fixed costs being spread over a significantly reduced number of total jobs.
In anticipation of increased activity associated with the unconventional reservoirs in the
Appalachian Basin, we have added facilities, equipment and personnel in recent years. Delays in
the development of these reservoirs and lower commodity prices have caused less demand for our
pressure pumping services, negatively impacting the profitability of this business. Selling,
general and administrative expenses decreased in the third quarter of 2009 compared to the third
quarter of 2008 primarily due to headcount reductions. Significant capital expenditures were
incurred in 2008 to add capacity and modify and upgrade existing equipment. The increase in
depreciation expense is a result of capital expenditures.
Drilling and Completion Fluids | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues |
$ | 16,488 | $ | 35,734 | (53.9 | )% | ||||||
Direct operating costs |
$ | 16,606 | $ | 33,426 | (50.3 | )% | ||||||
Selling, general and administrative |
$ | 1,614 | $ | 2,478 | (34.9 | )% | ||||||
Depreciation |
$ | 549 | $ | 754 | (27.2 | )% | ||||||
Operating loss |
$ | (2,281 | ) | $ | (924 | ) | 146.9 | % | ||||
Capital expenditures |
$ | 179 | $ | 1,398 | (87.2 | )% |
Revenues and direct operating costs decreased in the third quarter of 2009 compared to the
third quarter of 2008 due to decreased sales volume both on land and offshore in the Gulf of
Mexico. Selling, general and administrative expenses decreased in the third quarter of 2009
compared to the third quarter of 2008 primarily due to a decrease in compensation costs for sales
and support personnel due to headcount reductions. Capital expenditures decreased in the third
quarter of 2009 compared to the third quarter of 2008 due to the slowdown in activity.
Oil and Natural Gas Production and Exploration | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands, | ||||||||||||
except sales prices) | ||||||||||||
Revenues |
$ | 5,690 | $ | 13,670 | (58.4 | )% | ||||||
Direct operating costs |
$ | 1,780 | $ | 4,338 | (59.0 | )% | ||||||
Depreciation, depletion and impairment |
$ | 2,056 | $ | 4,778 | (57.0 | )% | ||||||
Operating income |
$ | 1,854 | $ | 4,554 | (59.3 | )% | ||||||
Capital expenditures |
$ | 2,214 | $ | 7,852 | (71.8 | )% | ||||||
Average net daily oil production (Bbls) |
735 | 894 | (17.8 | )% | ||||||||
Average net daily natural gas production (Mcf) |
3,172 | 3,946 | (19.6 | )% | ||||||||
Average oil sales price (per Bbl) |
$ | 66.01 | $ | 116.86 | (43.5 | )% | ||||||
Average natural gas sales price (per Mcf) |
$ | 4.20 | $ | 11.19 | (62.5 | )% |
Revenues decreased due to lower average sales prices and net daily production of oil and
natural gas. Average net daily oil and natural gas production decreased primarily due to
production declines on existing wells. Depreciation, depletion and impairment expense in the third
quarter of 2009 includes approximately $249,000 incurred to impair certain oil and natural gas
properties compared to approximately $1.6 million incurred to impair certain oil and natural gas
properties in the third quarter of 2008. Depletion expense decreased approximately $1.3 million
primarily due to lower production and the impact of decreases in carrying value of properties
resulting from impairment charges recognized prior to the third quarter of 2009. Capital
expenditures decreased in the third quarter of 2009 compared to the third quarter of 2008 due to
the decline in commodity prices.
Corporate and Other | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Selling, general and administrative |
$ | 8,129 | $ | 7,500 | 8.4 | % | ||||||
Depreciation |
$ | 227 | $ | 206 | 10.2 | % | ||||||
Other operating expenses |
$ | 700 | $ | 1,250 | (44.0 | )% | ||||||
Net gain on asset disposals/retirements |
$ | (898 | ) | $ | (505 | ) | 77.8 | % | ||||
Interest income |
$ | 53 | $ | 601 | (91.1 | )% | ||||||
Interest expense |
$ | 1,448 | $ | 125 | 1,058.4 | % | ||||||
Other income |
$ | 228 | $ | 44 | 418.2 | % | ||||||
Capital expenditures |
$ | 4,762 | $ | 351 | 1,256.7 | % |
Selling, general and administrative expenses increased in the third quarter of 2009 compared
to the third quarter of 2008 primarily as a result of increased professional fees. Other operating
expenses decreased due to a decrease in bad debt expense of $550,000 in the third quarter of 2009
compared to the third quarter of 2008. Gains on the disposal and retirement of assets are treated
as part of
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our corporate activities because such transactions relate to corporate strategy decisions of
the Companys executive management group. Interest expense increased in the third quarter of 2009
compared to the third quarter of 2008 due to amortization of LOC issuance costs and increased fees
associated with outstanding letters of credit and the unused portion of the LOC. Capital
expenditures increased in the third quarter of 2009 compared to the third quarter of 2008 due to
the purchase and ongoing implementation of a new enterprise resource planning system.
The following tables summarize operations by business segment for the nine months ended
September 30, 2009 and 2008:
Contract Drilling | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues |
$ | 439,714 | $ | 1,335,494 | (67.1 | )% | ||||||
Direct operating costs |
$ | 254,306 | $ | 778,446 | (67.3 | )% | ||||||
Selling, general and administrative |
$ | 3,169 | $ | 4,203 | (24.6 | )% | ||||||
Depreciation |
$ | 176,024 | $ | 170,421 | 3.3 | % | ||||||
Operating income |
$ | 6,215 | $ | 382,424 | (98.4 | )% | ||||||
Operating days |
23,878 | 69,881 | (65.8 | )% | ||||||||
Average revenue per operating day |
$ | 18.42 | $ | 19.11 | (3.6 | )% | ||||||
Average direct operating costs per operating day |
$ | 10.65 | $ | 11.14 | (4.4 | )% | ||||||
Average rigs operating |
87 | 255 | (65.9 | )% | ||||||||
Capital expenditures |
$ | 308,789 | $ | 260,918 | 18.3 | % |
Revenues and direct operating costs decreased in the first nine months of 2009 compared to the
first nine months of 2008 primarily as a result of a decrease in the number of operating days. The
decrease in operating days was due to decreased demand largely caused by lower commodity prices for
natural gas and oil. Our average number of rigs operating during the first nine months of 2009
included an average of approximately seven rigs that earned standby revenues of $21.5 million.
Rigs on standby earn a discounted dayrate as they do not have crews and have lower costs.
Additionally, we recognized $7.5 million of revenues during the first nine months of 2009 from the
early termination of drilling contracts. Significant capital expenditures have been incurred to
build new 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.
Pressure Pumping | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues |
$ | 113,408 | $ | 160,576 | (29.4 | )% | ||||||
Direct operating costs |
$ | 78,087 | $ | 97,587 | (20.0 | )% | ||||||
Selling, general and administrative |
$ | 15,840 | $ | 17,550 | (9.7 | )% | ||||||
Depreciation |
$ | 20,043 | $ | 13,850 | 44.7 | % | ||||||
Operating income (loss) |
$ | (562 | ) | $ | 31,589 | N/M | ||||||
Total jobs |
5,582 | 10,043 | (44.4 | )% | ||||||||
Average revenue per job |
$ | 20.32 | $ | 15.99 | 27.1 | % | ||||||
Average direct operating costs per job |
$ | 13.99 | $ | 9.72 | 43.9 | % | ||||||
Capital expenditures |
$ | 32,155 | $ | 48,255 | (33.4 | )% |
Our customers have increased their focus on the emerging development of unconventional
reservoirs in the Appalachian Basin and the larger jobs associated therewith. As a result of this
focus on unconventional reservoirs and declining commodity prices, we have experienced a decrease
in the number of smaller traditional pressure pumping jobs, which has contributed to the overall
decrease in the number of total jobs. Revenues and direct operating costs decreased as a result of
a decrease in the number of total jobs. Increased average revenue per job was due to an increase
in the proportion of larger jobs to total jobs, which was driven by demand for services associated
with unconventional reservoirs partially offset by the impact of reduced pricing. Average direct
operating costs per job increased due to the increase in larger jobs and as a result of fixed costs
being spread over a significantly reduced number of jobs. In anticipation of increased activity
associated with the unconventional reservoirs in the Appalachian Basin, we have added facilities,
equipment and personnel in recent years. Delays in the development of these reservoirs and lower
commodity prices have caused less demand for our pressure pumping services, negatively impacting
the profitability of this business. Selling, general and administrative expenses decreased in the
first nine months of 2009 compared to the first nine months of 2008 primarily due to headcount
reductions. 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 is a
result of these capital expenditures.
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Drilling and Completion Fluids | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Revenues |
$ | 64,585 | $ | 107,029 | (39.7 | )% | ||||||
Direct operating costs |
$ | 60,133 | $ | 93,408 | (35.6 | )% | ||||||
Selling, general and administrative |
$ | 5,546 | $ | 7,621 | (27.2 | )% | ||||||
Depreciation |
$ | 1,764 | $ | 2,202 | (19.9 | )% | ||||||
Operating income (loss) |
$ | (2,858 | ) | $ | 3,798 | N/M | ||||||
Capital expenditures |
$ | 185 | $ | 2,931 | (93.7 | )% |
Revenues and direct operating costs decreased in the first nine months of 2009 compared to the
first nine months of 2008 due to decreased sales volume both on land and offshore in the Gulf of
Mexico. Selling, general and administrative expenses decreased in the first nine months of 2009
compared to the first nine months of 2008 primarily due to a decrease in compensation costs for
sales and support personnel due to headcount reductions. Capital expenditures decreased in the
first nine months of 2009 compared to the first nine months of 2008 due to the slowdown in
activity.
Oil and Natural Gas Production and Exploration | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands, | ||||||||||||
except sales prices) | ||||||||||||
Revenues |
$ | 15,255 | $ | 36,270 | (57.9 | )% | ||||||
Direct operating costs |
$ | 5,576 | $ | 9,934 | (43.9 | )% | ||||||
Depreciation, depletion and impairment |
$ | 10,823 | $ | 10,312 | 5.0 | % | ||||||
Operating income (loss) |
$ | (1,144 | ) | $ | 16,024 | N/M | ||||||
Capital expenditures |
$ | 4,735 | $ | 16,807 | (71.8 | )% | ||||||
Average net daily oil production (Bbls) |
790 | 803 | (1.6 | )% | ||||||||
Average net daily natural gas production (Mcf) |
3,385 | 3,833 | (11.7 | )% | ||||||||
Average oil sales price (per Bbl) |
$ | 53.47 | $ | 113.33 | (52.8 | )% | ||||||
Average natural gas sales price (per Mcf) |
$ | 4.04 | $ | 10.78 | (62.5 | )% |
Revenues decreased primarily due to lower average sales prices and net daily production of oil
and natural gas. Average net daily natural gas production decreased primarily due to production
declines on existing wells. Depreciation, depletion and impairment expense in the first nine
months of 2009 includes approximately $3.3 million incurred to impair certain oil and natural gas
properties compared to approximately $1.9 million incurred to impair certain oil and natural gas
properties in the first nine months of 2008. The increase in impairment charges in 2009 was due to
a reduction in commodity price expectations and a decline in production of certain wells. Capital
expenditures decreased in the first nine months of 2009 compared to the first nine months of 2008
due to the decline in commodity prices.
Corporate and Other | 2009 | 2008 | % Change | |||||||||
(Dollars in thousands) | ||||||||||||
Selling, general and administrative |
$ | 23,536 | $ | 22,838 | 3.1 | % | ||||||
Depreciation |
$ | 681 | $ | 612 | 11.3 | % | ||||||
Other operating expenses |
$ | 6,700 | $ | 1,850 | 262.2 | % | ||||||
Net gain on asset disposals/retirements |
$ | (548 | ) | $ | (3,040 | ) | (82.0 | )% | ||||
Interest income |
$ | 318 | $ | 1,437 | (77.9 | )% | ||||||
Interest expense |
$ | 2,734 | $ | 465 | 488.0 | % | ||||||
Other income |
$ | 263 | $ | 781 | (66.3 | )% | ||||||
Capital expenditures |
$ | 4,762 | $ | 351 | 1,256.7 | % |
Other operating expenses increased due to an increase in bad debt expense of $4.9 million in
the first nine months of 2009 compared to the first nine months of 2008. Gains and losses on the
disposal and retirement of assets are treated as part of our corporate activities because such
transactions relate to corporate strategy decisions of the Companys executive management group.
In the first nine months of 2008 we recognized a net gain on the disposal of assets of
approximately $3.0 million primarily due to the sale of certain assets in our contract drilling
segment. Interest expense increased in the first nine months of 2009 compared to the first nine
months of 2008 due to amortization of LOC issuance costs and increased fees associated with
outstanding letters of credit and the unused portion of the LOC. Capital expenditures increased in
the first nine months of 2009 compared to the first nine months of 2008 due to the purchase and
ongoing implementation of a new enterprise resource planning system.
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Recently Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board (FASB) issued an accounting
standard that defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurement. The initial
application of this standard was limited to financial assets and liabilities and became effective
on January 1, 2008 for us. The impact of the initial application of this standard was not
material. On January 1, 2009, we adopted this standard on a prospective basis for non-financial
assets and liabilities that are not measured at fair value on a recurring basis. The application
of this standard to our non-financial assets and liabilities is primarily limited to assets
acquired and liabilities assumed in a business combination, asset retirement obligations and asset
impairments, including goodwill and long-lived assets and has not had a material impact on us.
In December 2007, the FASB issued a new accounting standard that calls for significant changes
from then current practice in accounting for business combinations. The new standard is effective
for business combinations for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008 and became effective for us on
January 1, 2009. The application of this new standard did not have a material impact on us.
In June 2008, the FASB issued a new accounting standard which clarifies that share-based
payment awards that entitle their holders to receive non-forfeitable dividends before vesting
should be considered participating securities and, as such, should be included in the calculation
of basic earnings-per-share using the two-class method. Certain of our share-based payment awards
entitle the holders to receive non-forfeitable dividends. This standard is effective for financial
statements issued for fiscal years beginning after December 15, 2008, as well as interim periods
within those years and became effective for us on January 1, 2009. The impact of the adoption of
this standard is discussed in Note 1 to our unaudited consolidated financial statements included in
this Report.
In December 2008, the SEC issued a Final Rule, Modernization of Oil and Gas Reporting (Final
Rule). The Final Rule revises certain oil and gas reporting disclosures in Regulation S-K and
Regulation S-X under the Securities Act and the Exchange Act, as well as Industry Guide 2. The
amendments are designed to modernize and update oil and gas disclosure requirements to align them
with current practices and changes in technology. The disclosure requirements are effective for
registration statements filed on or after January 1, 2010 and for annual financial statements filed
on or after December 31, 2009. that the application of the Final Rule is not expected to have a
material impact on us.
In April 2009, the FASB issued a staff position to provide additional guidance for determining
whether a market for a financial asset is not active and a transaction is not distressed for fair
value measurements under generally accepted accounting principles. The provisions of this staff
position are effective for financial statements issued for interim and annual periods ending after
June 15, 2009 and became effective for us in the quarter ended June 30, 2009. The adoption of this
staff position did not have a material impact on us.
In April 2009, the FASB issued a staff position which increases the frequency of fair value
disclosures for financial instruments from annual only to quarterly reporting periods. The
provisions of this staff position are effective for financial statements issued for interim and
annual periods ending after June 15, 2009 and became effective for us in the quarter ended June 30,
2009. The adoption of this staff position did not have a material impact on us.
In June 2009, the FASB issued a new accounting standard that amends the accounting and
disclosure requirements for the consolidation of variable interest entities. This new standard
removes the previously existing exception from applying consolidation guidance to qualifying
special-purpose entities and requires ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity. Before this Statement, generally accepted accounting
principles required reconsideration of whether an enterprise is the primary beneficiary of a
variable interest entity only when specific events occurred. This new standard is effective as of
the beginning of each reporting entitys first annual reporting period that begins after November
15, 2009, for interim periods within that first annual reporting period, and for interim and annual
reporting periods thereafter and will become effective for us on January 1, 2010. The adoption of
this standard is not expected to have a material impact on us.
In June 2009, the FASB issued the FASB Accounting Standards Codification (Codification).
Effective for financial statements issued for interim and annual periods ending after September 15,
2009, the Codification became the source of authoritative U.S. generally accepted accounting
principles. The FASB will no longer issue new standards in the form of Statements, FASB Staff
Positions or EITF Abstracts. Instead, it will issue Accounting Standards Updates to update the
Codification. The adoption of the Codification did not have a material impact on us.
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Volatility of Oil and Natural Gas Prices and its Impact on Operations and Financial Condition
Our revenue, profitability, financial condition and rate of growth are substantially dependent
upon prevailing prices for natural gas and, to a lesser extent, oil. For many years, oil and
natural gas prices and markets have been extremely 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 2008, the monthly average market price of natural gas (monthly average Henry
Hub price as reported by the Energy Information Administration) peaked in June at $13.06 per Mcf
before rapidly declining to an average of $5.99 per Mcf in December. In 2009, the average
market price of natural gas declined further and averaged $3.06 per Mcf in the month of September.
This has resulted in our customers significantly reducing their drilling activities beginning in
the fourth quarter of 2008 and continuing into 2009. This reduction in demand combined with the
reactivation and construction of new land drilling rigs in the United States during the last
several years has resulted in excess capacity compared to demand. As a result of these factors,
our average number of rigs operating has declined significantly. 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. Continued low market prices for natural gas will likely result in
demand for our drilling rigs remaining low and adversely affect our operating results, financial
condition and cash flows.
The North American land drilling industry has experienced downturns in demand during 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 and, at times, have incurred losses during the downturn periods.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We currently have exposure to interest rate market risk associated with any borrowings that we
have under our LOC. The LOC calls for periodic interest payments at a floating rate ranging from
LIBOR plus 3.00% to 4.00% or at a base rate plus 2.00% to 3.00%. The applicable rate above LIBOR
or the prime rate is based upon our debt to capitalization ratio. As of September 30, 2009, we had
no borrowings outstanding under our LOC.
We conduct a portion of our 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.
The carrying values of cash and cash equivalents, trade receivables and accounts payable
approximate fair value.
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 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 September 30,
2009.
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.
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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 September 30, 2009.
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 | Share | or Programs | thousands)(1) | ||||||||||||
July 1-31, 2009 |
| $ | | | $ | 113,280 | ||||||||||
August 1-31, 2009 (2) |
31,557 | $ | 14.08 | 2,391 | $ | 113,247 | ||||||||||
September 1-30, 2009 |
| $ | | | $ | 113,247 | ||||||||||
Total |
31,557 | $ | 14.08 | 2,391 | $ | 113,247 | ||||||||||
(1) | On August 2, 2007, we announced that 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. | |
(2) | We purchased 29,166 shares from employees to provide the respective employees with the funds necessary to satisfy their tax withholding obligations with respect to the vesting of restricted shares. The price paid was the closing price of our common stock on the last business day prior to the date the shares vested. These purchases were made pursuant to the terms of the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan and not pursuant to the stock buyback program. |
ITEM 6. 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 (filed August 6, 2007 as Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 and incorporated herein by reference). | |
10.1 | Indemnification Agreement between the Company and Seth D. Wexler, effective as of August 10, 2009 (form of which has been filed on April 28, 2004 as Exhibit 10.11 to the Companys Annual Report on Form 10-K, as amended, for the year ended December 31, 2003 and incorporated herein by reference). | |
10.2* | Change in Control Agreement between the Company and Seth D. Wexler, effective as of November 2, 2009. | |
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. | |
101* | The following materials from Patterson-UTI Energy, Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Stockholders Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. |
* | filed herewith |
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SIGNATURE
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/ Gregory W. Pipkin | |||
Gregory W. Pipkin | ||||
(Principal Accounting Officer and Duly Authorized Officer) Chief Accounting Officer and Assistant Secretary |
||||
DATED: November 2, 2009
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