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PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
The following unaudited condensed 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
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share data)
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| ASSETS | | | |
| Current assets: | | | |
| Cash, cash equivalents and restricted cash | $ | | | | $ | | |
Accounts receivable, net of allowance for credit losses of $ and $ at June 30, 2025 and December 31, 2024, respectively | | | | | |
| Inventory | | | | | |
| Other current assets | | | | | |
| Total current assets | | | | | |
| Property and equipment, net | | | | | |
| Operating lease right of use asset | | | | | |
| Finance lease right of use asset | | | | | |
| Goodwill | | | | | |
| Intangible assets, net | | | | | |
| Deposits on equipment purchases | | | | | |
| Other assets | | | | | |
|
|
| Total assets | $ | | | | $ | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | | | | $ | | |
| Accrued liabilities | | | | | |
| Operating lease liability | | | | | |
| Finance lease liability | | | | | |
| Current maturities of long-term debt | | | | | |
| Total current liabilities | | | | | |
| Long-term operating lease liability | | | | | |
| Long-term finance lease liability | | | | | |
Long-term debt, net of debt discount and issuance costs of $ and $ at June 30, 2025 and December 31, 2024, respectively | | | | | |
| Deferred tax liabilities, net | | | | | |
| Other liabilities | | | | | |
| Total liabilities | | | | | |
Commitments and contingencies (see Note 9) | | | |
| Stockholders’ equity: | | | |
|
Common stock, par value $; authorized shares with and issued and and outstanding at June 30, 2025 and December 31, 2024, respectively | | | | | |
| Additional paid-in capital | | | | | |
| Retained deficit | () | | | () | |
| Accumulated other comprehensive loss | () | | | () | |
Treasury stock, at cost, and shares at June 30, 2025 and December 31, 2024, respectively | () | | | () | |
| Total stockholders’ equity attributable to controlling interests | | | | | |
| Noncontrolling interest | | | | | |
| Total equity | | | | | |
| Total liabilities and stockholders’ equity | $ | | | | $ | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Operating revenues: | | | | | | | |
| Drilling Services | $ | | | | $ | | | | $ | | | | $ | | |
| Completion Services | | | | | | | | | | | |
| Drilling Products | | | | | | | | | | | |
| Other | | | | | | | | | | | |
| Total operating revenues | | | | | | | | | | | |
| Operating costs and expenses: | | | | | | | |
| Drilling Services | | | | | | | | | | | |
| Completion Services | | | | | | | | | | | |
| Drilling Products | | | | | | | | | | | |
| Other | | | | | | | | | | | |
| Depreciation, depletion, amortization and impairment | | | | | | | | | | | |
| | | | |
| Selling, general and administrative | | | | | | | | | | | |
| | | | |
| Merger and integration expense | | | | | | | | | | | |
| Other operating expense (income), net | () | | | () | | | () | | | () | |
| Total operating costs and expenses | | | | | | | | | | | |
| Operating income (loss) | () | | | | | | () | | | | |
| | | | | | | |
| Other income (expense): | | | | | | | |
| Interest income | | | | | | | | | | | |
| Interest expense, net of amount capitalized | () | | | () | | | () | | | () | |
| Other income (expense) | () | | | | | | | | | | |
| | | | |
| Total other expense | () | | | () | | | () | | | () | |
| | | | | | | |
| Income (loss) before income taxes | () | | | | | | () | | | | |
| | | | | | | |
| Income tax expense | | | | | | | | | | | |
| | | | | | | |
| | | | |
| Net income (loss) | () | | | | | | () | | | | |
| | | | | | | |
| Net income attributable to noncontrolling interest | | | | | | | | | | | |
| | | | | | | |
| Net income (loss) attributable to common stockholders | $ | () | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| Net income (loss) attributable to common stockholder per common share: | | | | | | |
| Basic | $ | () | | | $ | | | | $ | () | | | $ | | |
| Diluted | $ | () | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| Weighted average number of common shares outstanding: | | | | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
| Cash dividends per common share | $ | | | | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Net income (loss) | $ | () | | | $ | | | | $ | () | | | $ | | |
| Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustment, net of taxes of $ for all periods | | | | () | | | | | | () | |
| | | | |
| Comprehensive income (loss) | () | | | | | | () | | | | |
| Less: comprehensive income attributable to noncontrolling interest | | | | | | | | | | | |
| Comprehensive income (loss) attributable to common stockholders | $ | () | | | $ | | | | $ | () | | | $ | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Retained Deficit | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Noncontrolling Interest | | Total |
| Number of Shares | | Amount | | | | | | |
| Balance, December 31, 2024 | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Net income | — | | — | | | — | | | | | | — | | | — | | | | | | | |
| Distributions to noncontrolling interest | — | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Foreign currency translation adjustment | — | | — | | | — | | | — | | | () | | | — | | | — | | | () | |
| Vesting of restricted stock units | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Stock-based compensation | — | | — | | | | | | — | | | — | | | — | | | — | | | | |
Payment of cash dividends ($ per share) | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Dividend equivalents | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Purchase of treasury stock | — | | — | | | — | | | — | | | — | | | () | | | — | | | () | |
| Balance, March 31, 2025 | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Net income (loss) | — | | — | | | — | | | () | | | — | | | — | | | | | | () | |
| Distributions to noncontrolling interest | — | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Foreign currency translation adjustment | — | | — | | | — | | | — | | | | | | — | | | — | | | | |
| Vesting of restricted stock units | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Stock-based compensation | — | | — | | | | | | — | | | — | | | — | | | — | | | | |
Payment of cash dividends ($ per share) | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Dividend equivalents | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Purchase of treasury stock | — | | — | | | — | | | — | | | — | | | () | | | — | | | () | |
| Balance, June 30, 2025 | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | | | | $ | | |
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| Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Noncontrolling Interest | | Total |
| Number of Shares | | Amount | | | | | | |
| Balance, December 31, 2023 | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
| Net income | — | | — | | | — | | | | | | — | | | — | | | | | | | |
| Foreign currency translation adjustment | — | | — | | | — | | | — | | | () | | | | | | — | | | () | |
| Vesting of restricted stock units | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Stock-based compensation | — | | — | | | | | | — | | | — | | | — | | | — | | | | |
Payment of cash dividends ($ per share) | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Dividend equivalents | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Purchase of treasury stock | — | | — | | | — | | | — | | | — | | | () | | | — | | | () | |
| Balance, March 31, 2024 | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Net income | — | | — | | | — | | | | | | — | | | — | | | | | | | |
| Foreign currency translation adjustment | — | | — | | | — | | | — | | | () | | | — | | | — | | | () | |
| | | | | | | | | | | | |
| Issuance of restricted stock | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Vesting of restricted stock units | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | | |
| Stock-based compensation | — | | — | | | | | | — | | | — | | | — | | | — | | | | |
Payment of cash dividends ($ per share) | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Dividend equivalents | — | | — | | | — | | | () | | | — | | | — | | | — | | | () | |
| Purchase of treasury stock | — | | — | | | — | | | — | | | — | | | () | | | — | | | () | |
| Balance, June 30, 2024 | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2025 | | 2024 |
| Cash flows from operating activities: | | | |
| Net income (loss) | $ | () | | | $ | | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
| Depreciation, depletion, amortization and impairment | | | | | |
|
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| Deferred income tax expense | | | | | |
| Stock-based compensation | | | | | |
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| Net gain on asset disposals | () | | | () | |
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| Other | () | | | | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | () | | | | |
| Inventory | | | | () | |
| Other current assets | () | | | () | |
| Other assets | | | | | |
| Accounts payable | | | | () | |
| Accrued liabilities | () | | | () | |
| Other liabilities | () | | | () | |
| Net cash provided by operating activities | | | | | |
| | | |
| Cash flows from investing activities: | | | |
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| Purchases of property and equipment | () | | | () | |
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| Proceeds from disposal of assets, including insurance recoveries | | | | | |
| Other | () | | | () | |
| Net cash used in investing activities | () | | | () | |
| | | |
| Cash flows from financing activities: | | | |
| Purchases of treasury stock | () | | | () | |
| Dividends paid | () | | | () | |
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| Payments of finance leases | () | | | () | |
| Other | () | | | () | |
| Net cash used in financing activities | () | | | () | |
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | () | | | | |
| Net decrease in cash, cash equivalents and restricted cash | () | | | () | |
| Cash, cash equivalents and restricted cash at beginning of period | | | | | |
| Cash, cash equivalents and restricted cash at end of period | $ | | | | $ | | |
| | | |
| Supplemental disclosure of cash flow information: | | | |
| Net cash paid during the period for: | | | |
Interest, net of capitalized interest of $ in 2025 and $ in 2024 | $ | () | | | $ | () | |
| Income taxes | () | | | () | |
| Non-cash investing and financing activities: | | | |
| Net decrease in payables for purchases of property and equipment | $ | () | | | $ | () | |
|
|
| Purchases of property and equipment through exchange of lease right of use asset | | | | | |
| Derecognition of right of use asset | () | | | () | |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
| | $ | | | | Restricted cash | | | | | |
| Total cash, cash equivalents and restricted cash | $ | | | | $ | | |
2.
and do not provide customers with options to purchase the underlying asset.
to days. We do not have any significant contract asset balances. Contract liabilities include prepayments received from customers prior to the requested services being completed. Once the services are complete and have been invoiced, the prepayment is applied against the customer’s account to offset the accounts receivable balance. Also included in contract liabilities are payments received from customers for reactivation or initial mobilization of newly constructed or upgraded rigs that were moved on location to the initial well site. These payments are allocated to the overall performance obligation and amortized over the initial term of the contract. Total contract liability balances were $ million and $ million as of June 30, 2025 and December 31, 2024, respectively. We recognized $ million of revenue during the six months ended June 30, 2025 that was included in the contract liability balance at the beginning of the period. Revenue related to our contract liabilities balance is expected to be recognized through 2028. The $ million current portion of our contract liability balance is included in “Accrued liabilities” and the $ million noncurrent portion of our contract liability balance is included in “Other liabilities” in our consolidated balance sheets.
Contract Costs
Costs incurred for newly constructed rigs or rig upgrades based on a contract with a customer are considered capital improvements and are capitalized to drilling equipment and depreciated over the estimated useful life of the asset.
Remaining Performance Obligations
We maintain a backlog of commitments for contract drilling services under term contracts, which we define as contracts with a duration of six months or more. Our contract drilling backlog in the United States as of June 30, 2025 was approximately $ million. Approximately % of our total contract drilling backlog in the United States at June 30, 2025 is reasonably expected to remain at June 30, 2026. We generally calculate our backlog by multiplying the dayrate under our term drilling contracts by the number of days remaining under the contract. The calculation does not include any revenues related to fees for other services such as for mobilization, other than initial mobilization, demobilization and customer reimbursables, nor does it include potential reductions in rates for unscheduled standby or during periods in which the rig is moving or incurring maintenance and repair time in excess of what is permitted under the drilling contract. For contracts that contain variable dayrate pricing, our backlog calculation uses the dayrate in effect for periods where the dayrate is fixed, and, for periods that remain subject to variable pricing, uses commodity pricing or other related indices in effect at June 30, 2025. In addition, our term drilling contracts are generally subject to termination by the customer on short notice and provide for an early termination payment to us in the event that the contract is terminated by the customer. For contracts on which we have received notice for the rig to be placed on standby, our backlog calculation uses the standby rate for the period over which we expect to receive the standby rate. For contracts on which we have received an early termination notice, our backlog calculation includes the early termination rate, instead of the dayrate, for the period over which we expect to receive the lower rate. Please see “Our current backlog of contract drilling revenue may decline and may not ultimately be realized, as fixed-term contracts may in certain instances be terminated without an early termination payment” included in Item 1A of our Annual Report.
3.
| | $ | | | | Work-in-process | | | | | |
| Finished goods | | | | | |
| Inventory | $ | | | | $ | | |
4.
| | $ | | | | Workers’ compensation receivable | | | | | |
| Prepaid expenses | | | | | |
|
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| Other | | | | | |
| Other current assets | $ | | | | $ | | |
5.
| | $ | | | | Oil and natural gas properties | | | | | |
| Buildings | | | | | |
| Rental equipment | | | | | |
| Land | | | | | |
| Total property and equipment | | | | | |
| Less accumulated depreciation, depletion, amortization and impairment | () | | | () | |
| Property and equipment, net | $ | | | | $ | | |
Depreciation and depletion expense on property and equipment of approximately $ million and $ million was recorded in the three months ended June 30, 2025 and 2024, respectively. Depreciation and depletion expense on property and equipment of approximately $ million and $ million was recorded in the six months ended June 30, 2025 and 2024, respectively.
During the second quarter of 2025, global economic conditions deteriorated, in part, because of recently enacted and proposed trade policies and tariffs by the United States and other governments, as well as uncertainty regarding potential future changes to global trade policies and tariffs. Additionally, during the second quarter of 2025, OPEC+ countries began phasing out voluntary crude oil production cuts, leading to an increase in global supply. These developments, combined with rising geopolitical tensions—particularly in the Middle East— have heightened uncertainty in global energy markets, which has contributed to a decline in our share price, lowered average crude oil futures prices and increased uncertainty regarding the future economic environment in which we operate.
Negative market indicators such as lower industry-wide drilling rig and pressure pumping fleet count forecasts, increased volatility and margin compression for certain of our asset groups have led to our reduced outlook for activity. The reduction in activity forecasts combined with the recent decline in the market price of our common stock were considered a triggering event indicating certain of our long-lived tangible and intangible assets may be impaired. We deemed it necessary to perform recoverability tests on our hydraulic fracturing asset group within our completion services reporting unit and our Latin American contract drilling asset group during the second quarter of 2025. We estimated future cash flows over the expected remaining life of the primary asset for each asset group. On an undiscounted basis, the expected cash flows exceeded the carrying value of our hydraulic fracturing asset group within our completion services reporting unit, indicating that no impairment was required.
The recoverability test for our Latin American contract drilling asset group indicated that estimated undiscounted cash flows did not exceed its carrying value. Accordingly, we performed an impairment test and estimated the fair value of the asset group using the income approach. Under this approach, we used a discounted cash flow model, which utilized present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions in the second quarter of 2025 and management’s anticipated business outlook for the asset group. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital. Based on the results of the analysis performed, we recorded a $ million impairment charge to Latin American drilling equipment during the three months ended June 30, 2025 in our drilling services segment.
6.
additions or impairments to goodwill. As of June 30, 2025 and December 31, 2024, our goodwill balance was $ million. reporting units; completion services, which was primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services.Goodwill Impairment Assessment — During the second quarter of 2025, we viewed the reduction in activity forecasts combined with the decline in the market price of our common stock as a triggering event that warranted a quantitative assessment for goodwill impairment.
We estimated the fair value of the drilling products and cementing services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilized present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions in the second quarter of 2025 and the expected market outlook. Future cash flows were projected based on estimates of revenue growth rates, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model consisted of a growth estimate. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital. Financial and credit market volatility directly impacts our fair value measurement through the weighted average cost of capital used to determine a discount rate. During times of volatility, significant judgment must be applied to determine whether credit market changes are a short-term or long-term trend.
The forecast for the cementing services reporting unit assumed lower activity in 2026 compared to estimated average activity levels for full year 2025 and moderate growth estimates thereafter. Those estimates were based on future drilling rig count forecasts during the second quarter of 2025 and estimated market share. Based on the results of the goodwill impairment test, the fair value of the cementing services reporting unit exceeded its carrying value with a substantial cushion. Accordingly, impairment was recorded.
The forecast for the drilling products reporting unit assumed lower activity during 2025 relative to 2024, with growth estimates thereafter. The increases in estimated activity assumed growth in both domestic and international markets. Those growth estimates were based on drilling rig count forecasts and estimated market share. Geopolitical instability in regions in which we expect to maintain and grow market share, an unfavorable legal proceeding outcome, a global decrease in the demand of drilling products or other unforeseen macroeconomic considerations could negatively impact the key assumptions used in our goodwill assessment for our drilling products reporting unit. Based on the results of the goodwill impairment test, the fair value of the drilling products reporting unit exceeded its carrying value by approximately %. Accordingly, impairment was recorded.
| | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Developed technology | | | | () | | | | | | | | | () | | | | |
| Trade name | | | | () | | | | | | | | | () | | | | |
| Other | | | | () | | | | | | | | | () | | | | |
| Intangible assets, net | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
million and $ million was recorded for the three months ended June 30, 2025 and 2024, respectively. Amortization expense on intangible assets of approximately $ million and $ million was recorded for the six months ended June 30, 2025 and 2024, respectively.
7.
| | $ | | | | Workers’ compensation liability | | | | | |
| Property, sales, use and other taxes | | | | | |
| Insurance, other than workers’ compensation | | | | | |
| Accrued interest payable | | | | | |
| Deferred revenue | | | | | |
|
|
| Thereafter | | |
| Total | $ | | |
9.
million primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses that could become payable under the terms of the underlying insurance contracts and compliance with contractual obligations. These letters of credit expire annually at various times during the year and are typically renewed. As of June 30, 2025, amounts had been drawn under the letters of credit. As of June 30, 2025, we had $ million in surety bond exposure issued as financial assurance on an insurance agreement.As of June 30, 2025, we had commitments to purchase major equipment totaling approximately $ million.
Our completion services segment has entered into agreements to purchase minimum quantities of proppants from certain vendors. As of June 30, 2025, the remaining minimum obligation under these agreements was approximately $ million, of which approximately $ million, $ million, and $ million relate to the remainder of 2025, 2026, and 2027, respectively.
Certain subsidiaries we acquired in the Ulterra acquisition are defendants in a claim brought by a subsidiary of NOV Inc. alleging breach of a license agreement related to certain patents. Such subsidiaries have asserted defenses to the claim and are defending vigorously against this claim.
On February 6, 2023, Grant Prideco, Inc., ReedHycalog UK, Ltd. ReedHycalog, LP, National Oilwell Varco, LP (“NOV”) sued Ulterra Drilling Technologies, LP (“Ulterra”) and several other companies in Texas state court. NOV seeks a declaration that United States Patent No. 8,721,752 (the “’752 Patent”) is a “Licensed RH Patent” per the terms of a license agreement between Ulterra and NOV. NOV also alleges a breach of contract based on the license agreement between NOV and Ulterra and seeks allegedly owed royalties since October 22, 2021. NOV also seeks attorney’s fees.
On February 27, 2023, Ulterra filed a plea to the jurisdiction, and subject thereto, an answer, affirmative defenses and counterclaims. Ulterra’s counterclaims include: (i) declaratory judgments of non-infringement of U.S. Pat. No. 7,568,534 and the ’752 patent; (ii) a declaratory judgment of no royalties after Oct. 22, 2021; (iii) a declaratory judgment that certain other identified patents are expired and therefore not infringed after Oct. 22, 2021; and (iv) a declaratory judgment of no breach of contract. On the same day, Ulterra filed a notice of removal in federal court for the Southern District of Texas, Houston Division (SDTX 4:23-cv-00730), as well as a corresponding notice in Texas state court. NOV moved to dismiss and remand the case back to state court. On February 17, 2024, the Court denied NOV’s motion. On March 19, 2024, Ulterra moved for judgment on the pleadings regarding its declaratory judgment that certain other identified patents are expired and therefore not infringed after October 22, 2021. On February 13, 2025, the motion was granted in part and denied in part.
Discovery is closed and dispositive motions are fully briefed. Trial is currently scheduled for October 27, 2025. An unfavorable judgment or resolution of this claim not covered by indemnity could have a material impact on our financial results.
Additionally, we are party to various other legal proceedings arising in the normal course of our business. We do not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations.
10.
per share to be paid on September 15, 2025 to holders of record as of September 2, 2025. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend for any reason, including to improve our financial flexibility and position our company for long-term success. There can be no assurance that we will pay a dividend in the future.Share Repurchases and Acquisitions — In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $ billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of June 30, 2025, we had remaining authorization to purchase approximately $ million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.
| $ | | | | Purchases pursuant to stock buyback program | | | | | |
| Acquisitions pursuant to long-term incentive plans | | | | | |
Treasury shares at June 30, 2025 | | | $ | | |
11.
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| Exercised | | | $ | | |
| Expired | () | | $ | | |
Outstanding at June 30, 2025 | | | $ | | |
Exercisable at June 30, 2025 | | | $ | | |
Restricted Stock Units (Equity Based) —
| | | $ | | | | Granted | | | | | $ | | |
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12.
)%, compared with % for the three months ended June 30, 2024. The difference in effective income tax rates between the periods was primarily attributable to the impact of valuation allowances on deferred tax assets between periods, as well as the impact of permanent differences and book impairments against earnings between periods.Our effective income tax rate for the six months ended June 30, 2025 was ()%, compared with % for the six months ended June 30, 2024. The difference in effective income tax rates between the periods was primarily attributable to the impact of valuation allowances on deferred tax assets between periods, as well as the impact of permanent differences against earnings between periods.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and when necessary, valuation allowances are provided. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We assess the realizability of our deferred tax assets quarterly and consider carryback availability, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
We continue to monitor income tax developments in the United States and other countries where we have legal entities. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. This legislation includes several changes to existing income tax provisions with certain changes effective in 2025 and others implemented through 2027. We are currently evaluating the impact of the OBBBA on our consolidated financial statements.
13.
) | | $ | | | | $ | () | | | $ | | |
| Weighted average number of common shares outstanding, excluding non-vested restricted stock units | | | | | | | |
| Basic net income (loss) per common share | $ | () | | | $ | | | | $ | () | | | $ | | |
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| DILUTED EPS: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | () | | | $ | | | | $ | () | | | $ | | |
| Weighted average number of common shares outstanding, including non-vested restricted stock units | | | | | | | | |
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| Diluted net income (loss) per common share | $ | () | | | $ | | | | $ | () | | | $ | | |
| Potentially dilutive securities excluded as anti-dilutive | | | | | | | |
14.
segments: (i) drilling services, (ii) completion services, and (iii) drilling products. The CODM evaluates segment performance based primarily on segment operating income (loss).Drilling Services — represents our contract drilling, directional drilling, oilfield technology and electrical controls and automation businesses.
Completion Services — represents the combination of our well completion business, which includes hydraulic fracturing, wireline and pumping, completion support, cementing and our legacy pressure pumping business.
Drilling Products — represents our manufacturing and distribution of drill bits business.
| | $ | | | | $ | | | | $ | | | Direct operating costs (1) | | | | | | | | | | | |
| Selling, general and administrative | | | | | | | | | | | |
Depreciation, amortization and impairment (1) | | | | | | | | | | | |
| | | | |
Other segment items (2) | () | | | | | | | | | () | |
Segment operating income (loss) (3) | $ | | | | $ | () | | | $ | | | | $ | | |
| | | | | | | |
| Reconciliation of revenue: |
| Total segment revenues from external customers | | | | | | | $ | | |
Other revenues (4) | | | | | | | | |
| Total consolidated revenues | | | | | | | $ | | |
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| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) | | | | | | | $ | | |
Other (4) | | | | | | | () | |
| Corporate | | | | | | | () | |
| Interest income | | | | | | | | |
| Interest expense | | | | | | | () | |
| Other expense | | | | | | | () | |
| Loss before income taxes | | | | | | | $ | () | |
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| Drilling Services | | Completion Services | | Drilling Products | | Total |
| For the three months ended June 30, 2024 | | | | | | | |
| Revenues from external customers | $ | | | | $ | | | | $ | | | | $ | | |
Direct operating costs (1) | | | | | | | | | | | |
| Selling, general and administrative | | | | | | | | | | | |
Depreciation, amortization and impairment (1) | | | | | | | | | | | |
Other segment items (2) | | | | () | | | | | | () | |
Segment operating income (3) | $ | | | | $ | | | | $ | | | | $ | | |
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| Reconciliation of revenue: |
| Total segment revenues from external customers | | | | | | | $ | | |
Other revenues (4) | | | | | | | | |
| Total consolidated revenues | | | | | | | $ | | |
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| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) | | | | | | | $ | | |
Other (4) | | | | | | | | |
| Corporate | | | | | | | () | |
| Interest income | | | | | | | | |
| Interest expense | | | | | | | () | |
| Other income | | | | | | | | |
| Income before income taxes | | | | | | | $ | | |
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| | | | | (1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)Other segment items for each reportable segment includes other operating expenses (income), such as gains or losses on certain insurance recoveries or legal settlements.
(3)Segment operating income (loss) is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expense and other operating expenses (income).
(4)Other includes our oilfield rentals business, prior to its divestiture in April 2025, and oil and natural gas working interests.
| | $ | | | | $ | | | | $ | | |
Direct operating costs (1) | | | | | | | | | | | |
| Selling, general and administrative | | | | | | | | | | | |
Depreciation, amortization and impairment (1) | | | | | | | | | | | |
| | | | |
Other segment items (2) | () | | | | | | | | | () | |
Segment operating income (loss) (3) | $ | | | | $ | () | | | $ | | | | $ | | |
| | | | | | | |
| Reconciliation of revenue: |
| Total segment revenues from external customers | | | | | | | $ | | |
Other revenues (4) | | | | | | | | |
| Total consolidated revenues | | | | | | | $ | | |
| | | | | | | |
| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) | | | | | | | $ | | |
Other (4) | | | | | | | () | |
| Corporate | | | | | | | () | |
| Interest income | | | | | | | | |
| Interest expense | | | | | | | () | |
| Other income | | | | | | | | |
| Loss before income taxes | | | | | | | $ | () | |
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| Drilling Services | | Completion Services | | Drilling Products | | Total |
| For the six months ended June 30, 2024 | | | | | | | |
| Revenues from external customers | $ | | | | $ | | | | $ | | | | $ | | |
Direct operating costs (1) | | | | | | | | | | | |
| Selling, general and administrative | | | | | | | | | | | |
Depreciation, amortization and impairment (1) | | | | | | | | | | | |
Other segment items (2) | | | | () | | | | | | () | |
Segment operating income (3) | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | |
| Reconciliation of revenue: |
| Total segment revenues from external customers | | | | | | | $ | | |
Other revenues (4) | | | | | | | | |
| Total consolidated revenues | | | | | | | $ | | |
| | | | | | | |
| Reconciliation to consolidated income (loss) before income taxes: |
Segment operating income (3) | | | | | | | $ | | |
Other (4) | | | | | | | | |
| Corporate | | | | | | | () | |
| Interest income | | | | | | | | |
| Interest expense | | | | | | | () | |
| Other income | | | | | | | | |
| Income before income taxes | | | | | | | $ | | |
| | | | |
| | | | | (1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)Other segment items for each reportable segment includes other operating expenses (income), such as gains or losses on certain insurance recoveries or legal settlements.
(3)Segment operating income (loss) is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expense and other operating expenses (income).
(4)Other includes our oilfield rentals business, prior to its divestiture in April 2025, and oil and natural gas working interests.
or any trading arrangements for the sale of share of our common stock.
ITEM 6. Exhibits
The following exhibits are filed herewith or incorporated by reference, as indicated:
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| 3.1 | |
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| 3.2 | |
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| 10.1* | |
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| 10.2* | |
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| 10.3* | |
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| 10.4* | |
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| 31.1* | |
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| 31.2* | |
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| 32.1** | |
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| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | The cover page from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL. |
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| * | filed herewith. |
| ** | furnished herewith. |
| + | management contact or compensatory plan. |
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.
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| PATTERSON-UTI ENERGY, INC. |
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| By: | /s/ C. Andrew Smith |
| | C. Andrew Smith |
| | Executive Vice President and |
| | Chief Financial Officer |
| | (Principal Financial Officer and Duly Authorized Officer) |
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Date: July 29, 2025 | | |
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