Management Overview - We are a Houston, Texas-based oilfield services company that primarily owns and operates one of the largest fleets of land-based drilling rigs in the United States and a large fleet of pressure pumping equipment.

Our contract drilling business operates in the continental United States and western Canada, and, from time to time, we pursue contract drilling opportunities outside of North America. Our pressure pumping business operates primarily in Texas and the Appalachian region. We also provide a comprehensive suite of directional drilling services in most major producing onshore oil and gas basins in the United States, and we provide services that improve the statistical accuracy of horizontal wellbore placement. We have other operations through which we provide oilfield rental tools in select markets in the United States. We also service equipment for drilling contractors, and we provide electrical controls and automation to the energy, marine and mining industries, in North America and other select markets. In addition, we own and invest, as a non-operating working interest owner, in oil and natural gas assets that are primarily located in Texas and New Mexico.

Reduced demand for crude oil and refined products related to the COVID-19 pandemic, combined with production increases from OPEC+, has led to a significant reduction in crude oil prices and demand for drilling and completion services in North America.

Oil prices remain extremely volatile, as the closing price of oil (WTI-Cushing) reached a first quarter 2020 high of $63.27 per barrel on January 6, 2020, and closed at $8.91 per barrel on April 21, 2020. In response to the rapid decline in commodity prices, E&P companies acted swiftly to reduce drilling and completion activity starting late in the first quarter.

Our average active rig count for the first quarter of 2020 was 123 rigs, which included 123 rigs operating in the United States and less than one rig operating in Canada. This was unchanged from our average active rig count for the fourth quarter of 2019. Our rig count started to decline late in the first quarter and has accelerated since the end of the first quarter. We expect our average rig count for the second quarter will decrease by approximately one-third from the first quarter average. Based on contracts currently in place, we expect an average of 71 rigs operating under term contracts (contracts with a duration of six months or more) during the second quarter of 2020 and an average of 50 rigs operating under term contracts during the twelve months ending March 31, 2021.

Due to the downturn in completions activity in March, we ended the first quarter with five active pressure pumping spreads compared to 11 at the end of the fourth quarter. We expect to average approximately four active spreads in the second quarter. We have scaled our pressure pumping business for the operation of four spreads in 2020, while still preserving growth potential for a future improved market. We intend for our pressure pumping business to generate positive Adjusted EBITDA and cash flow for the last two quarters of 2020.

In response to the significant reduction in crude oil prices and the resulting fall in demand for drilling and completion services in North America, we have taken decisive action to quickly scale down our expenses. In addition to lowering our direct field level costs as activity slows, we have taken steps to structurally reduce our indirect support costs by what we estimate will be approximately $100 million annually, of which approximately two-thirds relates to our pressure pumping segment. We expect to record a total of approximately $50 million of charges during the second quarter associated with these savings. We reduced our planned capital expenditures for 2020 by $110 million to $140 million. Our focus throughout the remainder of 2020 will be on further cost reductions and cash preservation during this period of significant uncertainty and volatility.

Our revenues, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas and upon our customers' ability to access capital to fund their operating and capital expenditures. During periods of improved oil and natural gas prices, the capital spending budgets of oil and natural gas operators tend to expand, which generally results in increased demand for our services. Conversely, in periods, such as now, when oil and natural gas prices deteriorate or when our customers have a reduced ability to access capital, the demand for our services generally weakens, and we experience downward pressure on pricing for our services. We may also be impacted by delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies.

The North American oil and natural gas services industry is cyclical and at times experiences downturns in demand. During these periods, there has been substantially more oil and natural gas service equipment available than necessary to meet demand. As a result, oil and natural gas service contractors have had difficulty sustaining profit margins and, at times, have incurred losses during the downturn periods. Currently, there is an excess supply of drilling rigs, pressure pumping equipment and directional drilling equipment. We cannot predict either the future level of demand for our oil and natural gas services or future conditions in the oil and natural gas service businesses.



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We are highly impacted by operational risks, competition, labor issues, weather, the availability of products used in our pressure pumping business, supplier delays and various other factors that could materially adversely affect our business, financial condition, cash flows and results of operations. Please see "Risk Factors" included in Part II, Item 1A of this Report and Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

For the three months ended March 31, 2020 and 2019, our operating revenues consisted of the following (dollars in thousands):





                              Three Months Ended March 31,
                             2020                      2019

Contract drilling $ 267,364 60.0 % $ 372,392 52.9 % Pressure pumping 125,107 28.1 % 247,601 35.2 % Directional drilling 34,485 7.7 % 52,959 7.5 % Other operations 18,971 4.2 % 31,219 4.4 %

$ 445,927       100.0 %   $ 704,171       100.0 %




Contract Drilling

Contract drilling revenues accounted for 60.0% of our consolidated first quarter 2020 revenues and decreased 28.2% from the comparable 2019 period.

We have addressed our customers' needs for drilling horizontal wells in shale and other unconventional resource plays by improving the capabilities of our drilling fleet during the last several years. The U.S. land rig industry refers to certain high specification rigs as "super-spec" rigs. We consider a super-spec rig to be a 1,500 horsepower, AC powered rig that has at least a 750,000 pound hookload, a 7,500 psi circulating system, and is pad capable. As of March 31, 2020, our rig fleet included 198 APEX® rigs, of which 150 were super-spec rigs.

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 as of March 31, 2020 was approximately $440 million. Approximately 23% of the total contract drilling backlog at March 31, 2020 is reasonably expected to remain at March 31, 2021. 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 the commodity price in effect at March 31, 2020. 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 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.

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:



  • movement of drilling rigs from region to region,


  • reactivation of drilling rigs,


  • refurbishment and upgrades of existing drilling rigs,


  • development of new technologies that enhance drilling efficiency, and


  • construction of new technology drilling rigs.


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Pressure Pumping

Pressure pumping revenues accounted for 28.1% of our consolidated first quarter 2020 revenues and decreased 49.5% from the comparable 2019 period. As of March 31, 2020, we had approximately 1.3 million horsepower in our pressure pumping fleet. The pressure pumping market was oversupplied in 2019 and the first three months of 2020. In response to oversupplied market conditions, we started implementing changes to further streamline our operations, improve our efficiencies, and reduce our overall cost structure, while maintaining our customer service levels.





Directional Drilling

Directional drilling revenues accounted for 7.7% of our consolidated first quarter 2020 revenues and decreased 34.9% from the comparable 2019 period. We provide a comprehensive suite of directional drilling services in most major producing onshore oil and gas basins in the United States. Our directional drilling services include directional drilling, downhole performance motors, measurement-while-drilling, and wireline steering tools, and we provide services that improve the statistical accuracy of horizontal wellbore placement.

Other Operations

Other operations revenues accounted for 4.2% of our consolidated first quarter 2020 revenues and decreased 39.2% from the comparable 2019 period. Our oilfield rentals business, with a fleet of premium oilfield rental tools, provides the largest revenue contribution to our other operations and provides specialized services for land-based oil and natural gas drilling, completion and workover activities. Other operations also includes the results of our electrical controls and automation business, the results of our drilling equipment service business, and the results of our ownership, as a non-operating working interest owner, in oil and natural gas assets that are primarily located in Texas and New Mexico.

For the three months ended March 31, 2020 and 2019, our operating loss consisted of the following (in thousands):





                         Three Months Ended March 31,
                          2020                  2019
Contract drilling    $      (404,018 )     $       21,217
Pressure pumping             (35,486 )            (18,768 )
Directional drilling         (10,595 )             (5,667 )
Other operations             (18,771 )             (5,204 )
Corporate                    (25,540 )            (14,961 )
                     $      (494,410 )     $      (23,383 )

Additional discussion of our operating revenues and operating loss follows in the "Results of Operations" section.

Our consolidated net loss for the first quarter of 2020 was $435 million compared to a net loss of $28.6 million for the first quarter of 2019.



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Results of Operations

The following tables summarize results of operations by business segment for the three months ended March 31, 2020 and 2019:





Contract Drilling                                      2020             2019         % Change
                                                      (dollars in thousands)
Revenues                                           $     267,364     $  372,392           (28.2 )%
Direct operating costs                                   163,420        219,202           (25.4 )%
Margin (1)                                               103,944        153,190           (32.1 )%
Selling, general and administrative                        1,464          1,656           (11.6 )%
Depreciation, amortization and impairment                111,438        130,317           (14.5 )%
Impairment of goodwill                                   395,060              -              NA
Operating income (loss)                            $    (404,018 )   $   21,217              NA
Operating days (2)                                        11,235         15,787           (28.8 )%
Average revenue per operating day                  $       23.80     $    23.59             0.9 %
Average direct operating costs per operating day   $       14.55     $    13.88             4.8 %
Average margin per operating day (1)               $        9.25     $     9.70            (4.7 )%
Average rigs operating                                       123            175           (29.6 )%
Capital expenditures                               $      49,445     $   75,725           (34.7 )%



(1) Margin is defined as revenues less direct operating costs and excludes


    depreciation, amortization and impairment and selling, general and
    administrative expenses. Average margin per operating day is defined as
    margin divided by operating days.

(2) A rig is considered to be operating if it is earning revenue pursuant to a


    contract on a given day.



Generally, the revenues in our contract drilling segment are most impacted by two primary factors: our average number of rigs operating and our average revenue per operating day. During the first quarter of 2020, our average number of rigs operating was 123, compared to 175 in the first quarter of 2019. Our average revenue per operating day is largely dependent on the pricing terms of our rig contracts.

Revenues and direct operating costs decreased primarily due to a decrease in operating days. Average direct operating costs per operating day increased slightly due primarily to lower fixed cost absorption with the decrease in operating days.

Depreciation, amortization and impairment expense decreased primarily due to the retirement of 36 legacy non-APEX® drilling rigs and related equipment in the third quarter of 2019, which resulted in no depreciation expense being recorded for this equipment in 2020.

All of the goodwill associated with our contract drilling reporting unit was impaired during the three months ended March 31, 2020. See Note 6 of Notes to unaudited condensed consolidated financial statements for additional information.

The decrease in capital expenditures was primarily due to higher maintenance capital expenditures in the first quarter of 2019 when activity levels were higher.



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Pressure Pumping                                    2020            2019         % Change
                                                  (dollars in thousands)
Revenues                                        $    125,107     $  247,601           (49.5 )%
Direct operating costs                               114,855        202,748           (43.4 )%
Margin (1)                                            10,252         44,853           (77.1 )%
Selling, general and administrative                    3,067          3,486           (12.0 )%
Depreciation, amortization and impairment             42,671         60,135           (29.0 )%
Operating loss                                  $    (35,486 )   $  (18,768 )          89.1 %
Fracturing jobs                                           89            164           (45.7 )%
Other jobs                                               209            263           (20.5 )%
Total jobs                                               298            427           (30.2 )%
Average revenue per fracturing job              $   1,359.39     $ 1,476.55            (7.9 )%
Average revenue per other job                   $      19.72     $    20.71            (4.8 )%
Average revenue per total job                   $     419.82     $   579.86           (27.6 )%
Average direct operating costs per total job    $     385.42     $   474.82           (18.8 )%
Average margin per total job (1)                $      34.40     $   105.04           (67.2 )%
Margin as a percentage of revenues (1)                   8.2 %         18.1 %         (54.7 )%
Capital expenditures                            $     14,280     $   31,400           (54.5 )%



(1) Margin is defined as revenues less direct operating costs and excludes


    depreciation, amortization and impairment and selling, general and
    administrative expenses. Average margin per total job is defined as margin
    divided by total jobs. Margin as a percentage of revenues is defined as
    margin divided by revenues.

Generally, the revenues in our pressure pumping segment are most impacted by our number of fracturing jobs and the size (including whether or not we provide proppant and other materials) of those jobs, which is reflected in our average revenue per fracturing job. Direct operating costs are also most impacted by these same factors. Our average revenue per fracturing job is largely dependent on the pricing terms of our pressure pumping contracts. We completed 89 fracturing jobs during the first quarter of 2020, compared to 164 fracturing jobs in the first quarter of 2019. Our average revenue per fracturing job was $1.359 million in the first quarter of 2020, compared to $1.477 million in the first quarter of 2019.

Revenues and direct operating costs decreased primarily due to a decline in the number of fracturing jobs. Average revenue and direct operating costs per job were impacted by lower demand, more customers self-sourcing products and decreases in product prices.

Selling, general and administrative expenses decreased primarily as a result of cost reduction efforts.

Depreciation, amortization and impairment expense decreased primarily due to the write-down of pressure pumping equipment in the third quarter of 2019, which resulted in no depreciation expense being recorded for this equipment in the first quarter of 2020.



The decrease in capital expenditures was primarily due to higher maintenance
capital expenditures in the first quarter of 2019 when activity levels were
higher.



Directional Drilling                             2020             2019        % Change
                                               (dollars in thousands)
Revenues                                     $      34,485      $ 52,959          (34.9 )%
Direct operating costs                              32,329        45,602          (29.1 )%
Margin (1)                                           2,156         7,357          (70.7 )%
Selling, general and administrative                  2,330         2,657          (12.3 )%
Depreciation, amortization, and impairment          10,421        10,367            0.5 %
Operating loss                               $     (10,595 )    $ (5,667 )         87.0 %
Capital expenditures                         $       2,008      $  2,112           (4.9 )%



(1) Margin is defined as revenues less direct operating costs and excludes


    depreciation, amortization and impairment and selling, general and
    administrative expenses.



Directional drilling revenue decreased by $18.5 million from the first quarter of 2019 primarily due to decreased job activity.





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Directional drilling direct operating costs decreased by $13.3 million primarily due to lower direct costs from decreased activity and cost reduction efforts.



Selling, general and administrative expenses decreased primarily as a result of
cost reduction efforts.



Other Operations                                    2020              2019         % Change
                                                   (dollars in thousands)
Revenues                                        $      18,971      $   31,219           (39.2 )%
Direct operating costs                                 16,024          21,773           (26.4 )%
Margin (1)                                              2,947           9,446           (68.8 )%
Selling, general and administrative                     1,459           2,862           (49.0 )%
Depreciation, depletion, amortization and
impairment                                             20,259          11,788            71.9 %
Operating loss                                  $     (18,771 )    $   (5,204 )         260.7 %
Capital expenditures                            $       5,264      $    7,773           (32.3 )%



(1) Margin is defined as revenues less direct operating costs and excludes


    depreciation, depletion, amortization and impairment and selling, general and
    administrative expenses.



Other operations revenue decreased by $12.2 million from the first quarter of 2019 primarily due to a decrease in the volume of services provided by our oilfield rentals business and a decline in the average price per barrel of crude received by our oil and natural gas assets.

Other operations direct operating costs decreased by $5.7 million from the first quarter of 2019 primarily due to a decrease in the volume of services provided by our oilfield rentals business.

Selling, general and administrative expense decreased primarily as a result of cost reduction efforts.

Depreciation, depletion, amortization and impairment increased over the comparable prior year period primarily due to a $10.6 million impairment related to certain of our oil and natural gas assets recorded in the first quarter of 2020.





The decrease in capital expenditures was primarily due to higher maintenance
capital expenditures in the first quarter of 2019 when activity levels were
higher.





Corporate                                           2020              2019         % Change
                                                   (dollars in thousands)
Selling, general and administrative             $     22,026       $   21,894             0.6 %
Depreciation                                    $      2,008       $    1,803            11.4 %
Other operating expenses (income), net
Net gain on asset disposals                     $     (1,239 )     $   (6,545 )         (81.1 )%
Legal-related expenses and settlements, net
of insurance reimbursements                              800           (3,471 )            NA
Research and development                                 895            1,355           (33.9 )%
Other                                                     (5 )            (75 )         (93.3 )%
Other operating expenses (income), net          $        451       $   (8,736 )            NA
Credit loss expense                             $      1,055       $        -              NA
Interest income                                 $        657       $    1,032           (36.3 )%
Interest expense                                $     11,224       $   12,984           (13.6 )%
Other income                                    $         85       $      117           (27.4 )%
Capital expenditures                            $        931       $    1,331           (30.1 )%



Other operating expenses (income), net includes net gains associated with the disposal of assets. Accordingly, the related gains or losses have been excluded from the results of specific segments. The majority of the net gain on asset disposals during 2019 reflect gains on disposal of drilling equipment. Legal-related expenses and settlements in 2019 includes proceeds from insurance claims.

A provision for credit losses was recognized in the first quarter of 2020 with respect to accounts receivable balances that are estimated to be uncollectible.





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Interest expense was lower in the first quarter of 2020 due to the repayment of long-term debt in the third quarter of 2019.

Income Taxes

Our effective income tax rate fluctuates from the U.S. statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates, the impact of U.S. state and local taxes, and other differences related to the recognition of income and expense between U.S. GAAP and tax accounting.

Our effective income tax rate for the three months ended March 31, 2020 was 13.9%, compared with 18.8% for the three months ended March 31, 2019. The lower effective income tax rate for the three months ended March 31, 2020 was primarily attributable to the non-deductible portion of the goodwill impairment recorded in the first quarter of 2020.

We continue to monitor income tax developments in the United States and other countries where we operate. During the first quarter of 2020, the United States enacted legislation related to COVID-19, which includes tax provisions. We have considered these tax provisions and do not currently expect any material impact to our financial statements. We will incorporate into our future financial statements the impacts, if any, of future regulations and additional authoritative guidance when finalized.

Liquidity and Capital Resources

In response to the significant reduction in crude oil prices and the resulting fall in demand for drilling and completion services in North America, we have taken decisive action to quickly scale down our expenses. In addition to lowering our direct field level costs as activity slows, we have taken steps to structurally reduce our indirect support costs by what we estimate will be approximately $100 million annually, of which approximately two-thirds relates to our pressure pumping segment. We expect to record a total of approximately $50 million of charges during the second quarter associated with these savings. We reduced our planned capital expenditures for 2020 by $110 million to $140 million. Our focus throughout the remainder of 2020 will be on further cost reductions and cash preservation during this period of significant uncertainty and volatility.

Our liquidity as of March 31, 2020 included approximately $230 million in working capital, including $152 million of cash and cash equivalents, and approximately $600 million available under our revolving credit facility.

On January 19, 2018, we completed an offering of $525 million in aggregate principal amount of our 3.95% Senior Notes due 2028 (the "2028 Notes"). We used $239 million of the net proceeds from the offering to repay amounts outstanding under our revolving credit facility. As described below, on March 27, 2018, we entered into an amended and restated credit agreement, which is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $600 million, including a letter of credit facility that, at any time outstanding, is limited to $150 million and a swing line facility that, at any time outstanding, is limited to $20 million.

On August 22, 2019, we entered into a term loan agreement (the "Term Loan Agreement"), which permits a single borrowing of up to $150 million, which we drew in full on September 23, 2019. Subject to customary conditions, we may request that the lenders' aggregate commitments be increased by up to $75 million, not to exceed total commitments of $225 million. On September 25, 2019, we used $150 million of borrowings from the Term Loan Agreement and approximately $158 million of cash on hand to prepay our 4.97% Series A Senior Notes due October 5, 2020. The total amount of the prepayment, including the applicable "make-whole" premium, was approximately $308 million, plus accrued interest to the prepayment date. We repaid $50 million of the borrowings under the Term Loan Agreement on December 16, 2019, and we had $100 million in outstanding borrowings under the Term Loan Agreement as of March 31, 2020.

On November 15, 2019, we completed an offering of $350 million in aggregate principal amount of our 5.15% Senior Notes due 2029 (the "2029 Notes"). The net proceeds before offering expenses were approximately $347 million. On December 16, 2019, we used a portion of the net proceeds from the offering to prepay our 4.27% Series B Senior Notes due June 14, 2022 (the "Series B Notes"). The total amount of the prepayment, including the applicable "make-whole" premium, was approximately $315 million, plus accrued interest to the prepayment date. The remaining net proceeds and available cash on hand was used to repay $50 million of the borrowings under the Term Loan Agreement.

We believe our current liquidity, together with cash expected to be generated from operations, should provide us with sufficient ability to fund our current plans to maintain and make improvements to our existing equipment, service our debt and pay cash dividends for at least the next 12 months.

If we pursue opportunities for growth that require capital, we believe we would be able to satisfy these needs through a combination of working capital, cash flows from operating activities, borrowing capacity under our revolving credit facility or



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additional debt or equity financing. However, there can be no assurance that such capital will be available on reasonable terms, if at all.

During the three months ended March 31, 2020, our sources of cash flow included:

$73.3 million from operating activities, and


  • $4.3 million in proceeds from the disposal of property and equipment.

During the three months ended March 31, 2020, we used $7.6 million to pay dividends on our common stock, $20.0 million for repurchases of our common stock and $71.9 million:



    •  to make capital expenditures for the acquisition, betterment and
       refurbishment of drilling and pressure pumping equipment and, to a much
       lesser extent, equipment for our other businesses,


    •  to acquire and procure equipment to support our drilling, pressure pumping,
       directional drilling, oilfield rentals and manufacturing operations, and


    •  to fund investments in oil and natural gas properties on a non-operating
       working interest basis.

We paid cash dividends during the three months ended March 31, 2020 as follows:





                        Per Share           Total
                                        (in thousands)
Paid on March 19, 2020 $      0.04     $          7,629



On April 22, 2020, our Board of Directors approved a cash dividend on our common stock in the amount of $0.02 per share to be paid on June 18, 2020 to holders of record as of June 4, 2020. 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.

On September 6, 2013, our Board of Directors approved a stock buyback program that authorized purchases of up to $200 million of our common stock in open market or privately negotiated transactions. On July 25, 2018, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. On February 6, 2019, our Board of Directors approved another increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. On July 24, 2019, our Board of Directors approved another increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the 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. Shares of stock purchased under the buyback program are held as treasury shares. There is no expiration date associated with the buyback program. As of March 31, 2020, we had remaining authorization to purchase approximately $130 million of our outstanding common stock under the stock buyback program.

Treasury stock acquisitions during the three months ended March 31, 2020 were as follows (dollars in thousands):





                                                         Shares           Cost
Treasury shares at beginning of period                  77,336,387     $ 1,345,134
Purchases pursuant to stock buyback program              5,826,266          20,000
Acquisitions pursuant to long-term incentive plan (1)        3,139              25
Treasury shares at end of period                        83,165,792     $ 1,365,159

(1) We withheld 3,139 shares during the first quarter of 2020 with respect to


    employees' tax withholding obligations upon the vesting of restricted stock.
    These shares were acquired at fair market value. These acquisitions were made
    pursuant to the terms of the Patterson-UTI Energy, Inc. Amended and Restated
    2014 Long-Term Incentive Plan, as amended, and not pursuant to the stock
    buyback program.


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2019 Term Loan Agreement - On August 22, 2019, we entered into the Term Loan Agreement among us, as borrower, Wells Fargo Bank, National Association, as administrative agent and lender and the other lender party thereto.

The Term Loan Agreement is a committed senior unsecured term loan facility that permits a single borrowing of up to $150 million, which we drew in full on September 23, 2019. Subject to customary conditions, we may request that the lenders' aggregate commitments be increased by up to $75 million, not to exceed total commitments of $225 million. The maturity date under the Term Loan Agreement is June 10, 2022. We repaid $50 million of the borrowings under the Term Loan Agreement on December 16, 2019.

Loans under the Term Loan Agreement bear interest by reference, at our election, to the LIBOR rate or base rate. The applicable margin on LIBOR rate loans varies from 1.00% to 1.375%, and the applicable margin on base rate loans varies from 0.00% to 0.375%, in each case determined based upon our credit rating. As of March 31, 2020, the applicable margin on LIBOR rate loans and base rate loans was 1.375% and 0.375%, respectively.

The Term Loan Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that we believe are customary for agreements of this nature, including certain restrictions on our ability and the ability of each of our subsidiaries to incur debt and grant liens. If our credit rating is below investment grade at both Moody's and S&P, we will become subject to a restricted payment covenant, which would require us to have a Pro Forma Debt Service Coverage Ratio (as defined in the Term Loan Agreement) greater than or equal to 1.50 to 1.00 immediately before and immediately after making any restricted payment. Restricted payments include, among other things, dividend payments, repurchases of our common stock, distributions to holders of our common stock or any other payment or other distribution to third parties on account of our or our subsidiaries' equity interests. Our credit rating is currently investment grade at one of the two ratings agencies.

The Term Loan Agreement requires mandatory prepayment in an amount equal to 100% of the net cash proceeds from the issuance of new senior indebtedness (other than certain permitted indebtedness) if our credit rating is below investment grade at both Moody's and S&P. Our credit rating is currently investment grade at one of the two ratings agencies. The Term Loan Agreement also requires that our total debt to capitalization ratio, expressed as a percentage, not exceed 50%. The Term Loan Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at March 31, 2020.

As of March 31, 2020, we had $100 million in borrowings outstanding under the Term Loan Agreement at a LIBOR interest rate of 2.364%.

Credit Agreement - On March 27, 2018, we entered into an amended and restated credit agreement (the "Credit Agreement") among us, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and lender, each of the other lenders and letter of credit issuers party thereto, The Bank of Nova Scotia and U.S. Bank National Association, as Co-Syndication Agents, Royal Bank of Canada, as Documentation Agent and Wells Fargo Securities, LLC, The Bank of Nova Scotia and U.S. Bank National Association, as Co-Lead Arrangers and Joint Book Runners.

The Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $600 million, including a letter of credit facility that, at any time outstanding, is limited to $150 million and a swing line facility that, at any time outstanding, is limited to $20 million. Subject to customary conditions, we may request that the lenders' aggregate commitments be increased by up to $300 million, not to exceed total commitments of $900 million. The original maturity date under the Credit Agreement was March 27, 2023. On March 26, 2019, we entered into Amendment No. 1 to Amended and Restated Credit Agreement, which amended the Credit Agreement to, among other things, extend the maturity date under the Credit Agreement from March 27, 2023 to March 27, 2024. On March 27, 2020, we entered into Amendment No. 2 to Amended and Restated Credit Agreement to, among other things, extend the maturity date for $550 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2024 to March 27, 2025. We have the option, subject to certain conditions, to exercise one additional one-year extension of the maturity date.

Loans under the Credit Agreement bear interest by reference, at our election, to the LIBOR rate or base rate. The applicable margin on LIBOR rate loans varies from 1.00% to 2.00% and the applicable margin on base rate loans varies from 0.00% to 1.00%, in each case determined based upon our credit rating. A letter of credit fee is payable by us equal to the applicable margin for LIBOR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.10% to 0.30% based on our credit rating.



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None of our subsidiaries are currently required to be a guarantor under the Credit Agreement. However, if any subsidiary guarantees or incurs debt in excess of the Priority Debt Basket (as defined in the Credit Agreement), such subsidiary is required to become a guarantor under the Credit Agreement.

The Credit Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that we believe are customary for agreements of this nature, including certain restrictions on our ability and the ability of each of our subsidiaries to incur debt and grant liens. If our credit rating is below investment grade at both Moody's and S&P, we will become subject to a restricted payment covenant, which would require us to have a Pro Forma Debt Service Coverage Ratio (as defined in the Credit Agreement) greater than or equal to 1.50 to 1.00 immediately before and immediately after making any restricted payment. Restricted payments include, among other things, dividend payments, repurchases of our common stock, distributions to holders of our common stock or any other payment or other distribution to third parties on account of our or our subsidiaries' equity interests. Our credit rating is currently investment grade at one of the two ratings agencies. The Credit Agreement also requires that our total debt to capitalization ratio, expressed as a percentage, not exceed 50%. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at March 31, 2020.

As of March 31, 2020, we had no borrowings outstanding under our revolving credit facility. We had $0.1 million in letters of credit outstanding under the Credit Agreement at March 31, 2020 and, as a result, had available borrowing capacity of approximately $600 million at that date.

2015 Reimbursement Agreement - On March 16, 2015, we entered into a Reimbursement Agreement (the "Reimbursement Agreement") with The Bank of Nova Scotia ("Scotiabank"), pursuant to which we may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of March 31, 2020, we had $63.3 million in letters of credit outstanding under the Reimbursement Agreement.

Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any letters of credit. Fees, charges and other reasonable expenses for the issuance of letters of credit are payable by us at the time of issuance at such rates and amounts as are in accordance with Scotiabank's prevailing practice. We are obligated to pay to Scotiabank interest on all amounts not paid by us on the date of demand or when otherwise due at the LIBOR rate plus 2.25% per annum, calculated daily and payable monthly, in arrears, on the basis of a calendar year for the actual number of days elapsed, with interest on overdue interest at the same rate as on the reimbursement amounts.

We have also agreed that if obligations under the Credit Agreement are secured by liens on any of our or our subsidiaries' property, then our reimbursement obligations and (to the extent similar obligations would be secured under the Credit Agreement) other obligations under the Reimbursement Agreement and any letters of credit will be equally and ratably secured by all property subject to such liens securing the Credit Agreement.

Pursuant to a Continuing Guaranty dated as of March 16, 2015, our payment obligations under the Reimbursement Agreement are jointly and severally guaranteed as to payment and not as to collection by our subsidiaries that from time to time guarantee payment under the Credit Agreement. None of our subsidiaries are currently required to guarantee payment under the Credit Agreement.

2028 Senior Notes and 2029 Senior Notes - On January 19, 2018, we completed an offering of $525 million in aggregate principal amount of our 2028 Notes. The net proceeds before offering expenses were approximately $521 million, of which we used $239 million to repay amounts outstanding under our revolving credit facility. On November 15, 2019, we completed an offering of $350 million in aggregate principal amount of our 2029 Notes. The net proceeds before offering expenses were approximately $347 million, of which we used $315 million to repay in full our Series B Notes, and the remainder to repay a portion of the borrowings under the Term Loan Agreement.

We pay interest on the 2028 Notes on February 1 and August 1 of each year. The 2028 Notes will mature on February 1, 2028. The 2028 Notes bear interest at a rate of 3.95% per annum.

We pay interest on the 2029 Notes on May 15 and November 15 of each year. The 2029 Notes will mature on November 15, 2029. The 2029 Notes bear interest at a rate of 5.15% per annum.



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The 2028 Notes and 2029 Notes (together, the "Senior Notes") are our senior unsecured obligations, which rank equally with all of our other existing and future senior unsecured debt and will rank senior in right of payment to all of our other future subordinated debt. The Senior Notes will be effectively subordinated to any of our future secured debt to the extent of the value of the assets securing such debt. In addition, the Senior Notes will be structurally subordinated to the liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes. None of our subsidiaries are currently required to be a guarantor under the Senior Notes. If our subsidiaries guarantee the Senior Notes in the future, such guarantees (the "Guarantees") will rank equally in right of payment with all of the guarantors' future unsecured senior debt and senior in right of payment to all of the guarantors' future subordinated debt. The Guarantees will be effectively subordinated to any of the guarantors' future secured debt to the extent of the value of the assets securing such debt.

We, at our option, may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a "make-whole" premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, and on August 15, 2029, in the case of the 2029 Notes, we, at our option, may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date.

The indentures pursuant to which the Senior Notes were issued include covenants that, among other things, limit our and our subsidiaries' ability to incur certain liens, engage in sale and lease-back transactions or consolidate, merge, or transfer all or substantially all of their assets. These covenants are subject to important qualifications and limitations set forth in the indentures.

Upon the occurrence of a change of control triggering event, as defined in the indentures, each holder of the Senior Notes may require us to purchase all or a portion of such holder's Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The indentures also provide for events of default which, if any of them occurs, would permit or require the principal of, premium, if any, and accrued interest, if any, on the Senior Notes to become or to be declared due and payable.

Commitments- As of March 31, 2020, we maintained letters of credit in the aggregate amount of $63.4 million primarily 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 annually at various times during the year and are typically renewed. As of March 31, 2020, no amounts had been drawn under the letters of credit.

As of March 31, 2020, we had commitments to purchase major equipment and make investments totaling approximately $25.7 million for our drilling, pressure pumping, directional drilling and oilfield rentals businesses.

Our pressure pumping business has entered into agreements to purchase minimum quantities of proppants and chemicals from certain vendors. The agreements expire in years 2020 through 2023. As of March 31, 2020, the remaining minimum obligation under these agreements was approximately $36.1 million, of which approximately $15.9 million, $12.3 million, $5.6 million and $2.3 million relate to the remainder of 2020, 2021, 2022 and 2023, respectively.

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.



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Adjusted EBITDA

Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") is not defined by accounting principles generally accepted in the United States of America ("U.S. GAAP"). We define Adjusted EBITDA as net income (loss) plus net interest expense, income tax expense (benefit) and depreciation, depletion, amortization and impairment expense (including impairment of goodwill). We present Adjusted EBITDA because we believe it provides to both management and investors additional information with respect to the performance of our fundamental business activities and a comparison of the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be construed as an alternative to the U.S. GAAP measure of net income (loss). Our computations of Adjusted EBITDA may not be the same as other similarly titled measures of other companies. Set forth below is a reconciliation of the non-U.S. GAAP financial measure of Adjusted EBITDA to the U.S. GAAP financial measure of net income (loss).





                                                        Three Months Ended
                                                            March 31,
                                                        2020          2019
                                                          (in thousands)
Net loss                                             $ (434,722 )   $ (28,614 )
Income tax benefit                                      (70,170 )      (6,604 )
Net interest expense                                     10,567        11,952
Depreciation, depletion, amortization and impairment    186,797       214,410
Impairment of goodwill                                  395,060             -
Adjusted EBITDA                                      $   87,532     $ 191,144




Critical Accounting Policies

In addition to established accounting policies, our consolidated financial statements are impacted by certain estimates and assumptions made by management. The following is a discussion of our critical accounting policies pertaining to property and equipment, goodwill, revenue recognition and the use of estimates.

Property and equipment - Property and equipment, including betterments that extend the useful life of the asset, are stated at cost. Maintenance and repairs are charged to expense when incurred. We provide for the depreciation of our property and equipment using the straight-line method over the estimated useful lives. Our method of depreciation does not change when equipment becomes idle; we continue to depreciate idled equipment on a straight-line basis. No provision for salvage value is considered in determining depreciation of our property and equipment.

We review our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of certain assets may not be recovered over their estimated remaining useful lives ("triggering events"). In connection with this review, assets are grouped at the lowest level at which identifiable cash flows are largely independent of other asset groupings. We estimate future cash flows over the life of the respective assets or asset groupings in our assessment of impairment. These estimates of cash flows are based on historical cyclical trends in the industry as well as our expectations regarding the continuation of these trends in the future. Provisions for asset impairment are charged against income when estimated future cash flows, on an undiscounted basis, are less than the asset's net book value. Any provision for impairment is measured at fair value.

2020 Triggering Event Assessment - Due to the recent decline in the market price of our common stock and commodity prices we lowered our expectations with respect to future activity levels in certain of our operating segments. We deemed it necessary to assess the recoverability of our contract drilling, pressure pumping, directional drilling and oilfield rentals asset groups as of March 31, 2020. We performed an analysis as required by ASC 360-10-35 to assess the recoverability of the asset groups within our contract drilling, pressure pumping, directional drilling and oilfield rentals operating segments as of March 31, 2020. With respect to these asset groups, future cash flows were estimated over the expected remaining life of the assets, and we determined that, on an undiscounted basis, expected cash flows exceeded the carrying value of the asset groups, and no impairment was indicated. Expected cash flows, on an undiscounted basis, exceeded the carrying values of the asset groups within the contract drilling, pressure pumping, directional drilling and oilfield rentals operating segments by approximately 15%, 22%, 3% and 9%, respectively.





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For the assessment performed as of March 31, 2020, the expected cash flows for our asset groups included assumptions about utilization, revenue and costs for our equipment and services that were estimated based upon our existing contract backlog, as well as recent contract tenders and customer inquiries. Also, the expected cash flows for the contract drilling, pressure pumping, directional drilling and oilfield rentals asset groups were based on the assumption that activity levels in all four segments would generally be lower than levels experienced in the second half of 2019 and first quarter of 2020 and would begin to recover in 2022 in response to improved oil prices. While we believe these assumptions with respect to future oil pricing are reasonable, actual future prices and activity levels may vary significantly from the ones that were assumed. The timeframe over which oil prices and activity levels may recover is highly uncertain.

All of these factors are beyond our control. If the lower oil price environment experienced in 2020 were to last into late 2022 and beyond, our actual cash flows would likely be less than the expected cash flows used in these assessments and could result in impairment charges in the future, and such impairment charges could be material.

Goodwill - Goodwill is considered to have an indefinite useful economic life and is not amortized. Goodwill is evaluated at least annually as of December 31, or when circumstances require, to determine if the fair value of recorded goodwill has decreased below its carrying value. For impairment testing purposes, goodwill is evaluated at the reporting unit level. Our reporting units for impairment testing are our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors, and if this is the case, any necessary goodwill impairment is determined using a quantitative impairment test. From time to time, we may perform quantitative testing for goodwill impairment in lieu of performing the qualitative assessment. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall.

Due to the recent decline in the market price of our common stock and commodity prices we lowered our expectations with respect to future activity levels in our contract drilling reporting unit. We performed a quantitative impairment assessment of our goodwill as of March 31, 2020. In completing the assessment, the fair value of our contract drilling operating segment was estimated using the income approach. The estimate of fair value required the use of significant unobservable inputs, representative of a Level 3 fair value measurement. The inputs included assumptions related to the future performance of our contract drilling reporting unit, such as future oil and natural gas prices and projected demand for our services, and assumptions related to discount rate and long-term growth rate.

Based on the results of the goodwill impairment test as of March 31, 2020, impairment was indicated in our contract drilling reporting unit. We recognized an impairment charge of $395 million in the quarter ended March 31, 2020 associated with the impairment of all of the goodwill in our contract drilling reporting unit.

Use of estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates.

Key estimates used by management include:



  • allowance for doubtful accounts,


  • depreciation, depletion and amortization,


  • fair values of assets acquired and liabilities assumed in acquisitions,


  • goodwill and long-lived asset impairments, and


  • reserves for self-insured levels of insurance coverage.

For additional information on our accounting policies, see Note 1 of Notes to unaudited condensed consolidated financial statements included as a part of this Report.



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Recently Issued Accounting Standards

See Note 1 to our unaudited condensed consolidated financial statements for a discussion of recently issued accounting standards.

Volatility of Oil and Natural Gas Prices and its Impact on Operations and Financial Condition

Our revenue, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas and expectations about future prices. For many years, oil and natural gas prices and markets have been extremely volatile. Prices are affected by many factors beyond our control. Oil prices remain extremely volatile, as the closing price of oil (WTI-Cushing) reached a first quarter 2020 high of $63.27 per barrel on January 6, 2020, and closed at $8.91 per barrel on April 21, 2020. In response to the rapid decline in commodity prices, E&P companies acted swiftly to reduce drilling and completion activity starting late in the first quarter.

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. Higher oil and natural gas prices do not necessarily result in increased activity because demand for our services is generally driven by our customers' expectations of future oil and natural gas prices, as well as our customers' ability to access sources of capital to fund their operating and capital expenditures. A decline in demand for oil and natural gas, prolonged low oil or natural gas prices, expectations of decreases in oil and natural gas prices or a reduction in the ability of our customers to access capital, would likely result in reduced capital expenditures by our customers and decreased demand for our services, which could have a material adverse effect on our operating results, financial condition and cash flows. Even during periods of historically moderate or high prices for oil and natural gas, companies exploring for oil and natural gas may cancel or curtail programs, or reduce their levels of capital expenditures for exploration and production for a variety of reasons, which could reduce demand for our services.

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