PATTERSON UTI ENERGY INC [PTEN] Filings

10-Q 1 pten-20240331.htm 10-Q pten-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Form 10-Q

______________________


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-39270

______________________

Patterson-UTI Energy, Inc.

(Exact name of registrant as specified in its charter)

______________________


Delaware						75-2504748
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10713 W. Sam Houston Pkwy N, Suite 800 Houston, Texas						77064
(Address of principal executive offices)						(Zip Code)

(281) 765-7100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 Par Value

PTEN

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

Accelerated filer

Smaller reporting company

Non-accelerated filer

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

401,701,388 shares of common stock, $0.01 par value, as of May 1, 2024.

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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	PART I — FINANCIAL INFORMATION
		Page
ITEM 1.	Financial Statements

	Unaudited condensed consolidated balance sheets	3

	Unaudited condensed consolidated statements of operations	4

	Unaudited condensed consolidated statements of comprehensive income (loss)	5

	Unaudited condensed consolidated statements of changes in stockholders’ equity	6

	Unaudited condensed consolidated statements of cash flows	7

	Notes to unaudited condensed consolidated financial statements	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	39

ITEM 4.	Controls and Procedures	40

	PART II — OTHER INFORMATION

ITEM 1.	Legal Proceedings	41



ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

ITEM 5.	Other Information	41

ITEM 6.	Exhibits	42

Signature

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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)


	March 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash, cash equivalents and restricted cash	$	170,247	$	192,680
Accounts receivable, net of allowance for credit losses of $12,866 and $3,490 at March 31, 2024 and December 31, 2023, respectively	872,773		971,091
Inventory	183,178		180,805
Other current assets	128,504		141,122
Total current assets	1,354,702		1,485,698
Property and equipment, net	3,319,345		3,340,412
Operating lease right of use asset	51,272		47,599
Finance lease right of use asset	32,888		63,228
Goodwill	1,379,741		1,379,741
Intangible assets, net	1,023,004		1,051,697
Deposits on equipment purchases	41,857		28,305
Other assets	18,595		19,424
Deferred tax assets, net	4,784		3,927
Total assets	$	7,226,188	$	7,420,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	544,864	$	534,420
Accrued liabilities	323,984		446,268
Operating lease liability	13,914		13,541
Finance lease liability	21,733		43,980
Current maturities of long-term debt	12,406		12,226
Total current liabilities	916,901		1,050,435
Long-term operating lease liability	40,227		37,848
Long-term finance lease liability	11,550		12,953
Long-term debt, net of debt discount and issuance costs of $8,597 and $8,919 at March 31, 2024 and December 31, 2023, respectively	1,221,058		1,224,941
Deferred tax liabilities, net	268,421		248,107
Other liabilities	16,174		25,066
Total liabilities	$	2,474,331	2,599,350
Commitments and contingencies (see Note 10)
Stockholders’ equity:
Preferred stock, par value $0.01; authorized 1,000,000 shares, no shares issued	—		—
Common stock, par value $0.01; authorized 800,000,000 shares with 518,138,597 and 516,775,313 issued and 403,807,871 and 411,195,302 outstanding at March 31, 2024 and December 31, 2023, respectively	5,180		5,166
Additional paid-in capital	6,419,331		6,407,294
Retained earnings	75,295		57,035
Accumulated other comprehensive income (loss)	(521)		472
Treasury stock, at cost, 114,330,726 and 105,580,011 shares at March 31, 2024 and December 31, 2023, respectively	(1,756,288)		(1,657,675)
Total stockholders’ equity attributable to controlling interests	4,742,997		4,812,292
Noncontrolling interest	8,860		8,389
Total equity	4,751,857		4,820,681
Total liabilities and stockholders’ equity	$	7,226,188	$	7,420,031

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)


	Three Months Ended March 31,
	2024		2023
Operating revenues:
Drilling Services	$	457,573	$	477,727
Completion Services	944,997		293,268
Drilling Products	89,973		—
Other	17,817		20,807
Total operating revenues	1,510,360		791,802
Operating costs and expenses:
Drilling Services	271,737		281,261
Completion Services	745,594		220,116
Drilling Products	48,630		—
Other	11,178		11,282
Depreciation, depletion, amortization and impairment	274,956		128,180
Selling, general and administrative	64,984		30,566
Credit loss expense	5,231		—
Merger and integration expense	12,233		—
Other operating income, net	(11,182)		(5,566)
Total operating costs and expenses	1,423,361		665,839
Operating income	86,999		125,963

Other income (expense):
Interest income	2,189		1,240
Interest expense, net of amount capitalized	(18,335)		(8,826)
Other	850		1,486
Total other expense	(15,296)		(6,100)

Income before income taxes	71,703		119,863

Income tax expense	19,997		20,185

Net income	51,706		99,678

Net income attributable to noncontrolling interest	471		—

Net income attributable to common stockholders	$	51,235	$	99,678

Net income attributable to common stockholder per common share:
Basic	$	0.13	$	0.47
Diluted	$	0.13	$	0.46

Weighted average number of common shares outstanding:
Basic	408,182		212,089
Diluted	409,819		215,866
Cash dividends per common share	$	0.08	$	0.08

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)


	Three Months Ended March 31,
	2024		2023
Net income	$	51,706	$	99,678
Other comprehensive income (loss):
Foreign currency translation adjustment, net of taxes of $0 for all periods	(993)		—

Comprehensive income	50,713		99,678
Less: comprehensive income attributable to noncontrolling interest	471		—
Comprehensive income attributable to common stockholders	$	50,242	$	99,678

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited, in thousands)


	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	516,775	$	5,166	$	6,407,294	$	57,035	$	472	$	(1,657,675)	$	8,389	$	4,820,681
Net income	—	—		—		51,235		—		—		471		51,706
Foreign currency translation adjustment	—	—		—		—		(993)		—		—		(993)
Vesting of restricted stock units	1,363	14		(14)		—		—		—		—		—
Stock-based compensation	—	—		12,051		—		—		—		—		12,051
Payment of cash dividends ($0.08 per share)	—	—		—		(32,553)		—		—		—		(32,553)
Dividend equivalents	—	—		—		(422)		—		—		—		(422)
Purchase of treasury stock	—	—		—		—		—		(98,613)		—		(98,613)
Balance, March 31, 2024	518,138	$	5,180	$	6,419,331	$	75,295	$	(521)	$	(1,756,288)	$	8,860	$	4,751,857


	Common Stock			Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Income		Treasury Stock		Noncontrolling Interest		Total
	Number of Shares	Amount
Balance, December 31, 2022	302,326	$	3,023	$	3,202,973	$	(87,394)	$	—	$	(1,453,079)	$	—	$	1,665,523
Net income	—	—		—		99,678		—		—		—		99,678

Vesting of restricted stock units	89	1		(1)		—		—		—		—		—
Stock-based compensation	—	—		(758)		—		—		—		—		(758)
Payment of cash dividends ($0.08 per share)	—	—		—		(16,916)		—		—		—		(16,916)
Dividend equivalents	—	—		—		(263)		—		—		—		(263)
Purchase of treasury stock	—	—		—		—		—		(74,307)		—		(74,307)
Balance, March 31, 2023	302,415	$	3,024	$	3,202,214	$	(4,895)	$	—	$	(1,527,386)	$	—	$	1,672,957

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	51,706	$	99,678
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and impairment	274,956		128,180
Deferred income tax expense	19,507		18,303
Stock-based compensation	12,051		(758)
Net (gain) loss on asset disposals	(2,668)		538


Credit loss expense	5,231		—
Other	613		(648)
Changes in operating assets and liabilities:
Accounts receivable	95,119		72,482
Inventory	(10,585)		(9,634)
Other current assets	14,334		4,342
Other assets	8,390		1,990
Accounts payable	35,401		24,329
Accrued liabilities	(125,191)		(99,434)
Other liabilities	(12,973)		(5,019)
Net cash provided by operating activities	365,891		234,349

Cash flows from investing activities:


Purchases of property and equipment	(226,941)		(117,601)
Proceeds from disposal of assets	2,389		1,263
Other	(2,933)		(7)
Net cash used in investing activities	(227,485)		(116,345)

Cash flows from financing activities:
Purchases of treasury stock	(97,782)		(73,586)
Dividends paid	(32,553)		(16,916)





Payments of finance leases	(27,229)		—
Other	(4,025)		(7,837)
Net cash used in financing activities	(161,589)		(98,339)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	750		—
Net (decrease) increase in cash, cash equivalents and restricted cash	(22,433)		19,665
Cash, cash equivalents and restricted cash at beginning of period	192,680		137,553
Cash, cash equivalents and restricted cash at end of period	$	170,247	$	157,218

Supplemental disclosure of cash flow information:
Net cash received (paid) during the period for:
Interest, net of capitalized interest of $216 in 2024 and $351 in 2023	$	(10,037)	$	(8,871)
Income taxes	(383)		(335)
Non-cash investing and financing activities:
Net (decrease) increase in payables for purchases of property and equipment	$	(24,869)	$	10,057
Net increase in deposits on equipment purchases	(13,552)		(6,072)

Purchases of property and equipment through exchange of lease right of use asset	26,133		—
Derecognition of right of use asset	(31,179)		—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PATTERSON-UTI ENERGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Basis of presentation — The unaudited interim condensed consolidated financial statements include the accounts of Patterson-UTI Energy, Inc. and its wholly-owned subsidiaries and consolidating interest of a joint venture (collectively referred to herein as “we,” “us,” “our,” “ours” and like terms). All intercompany accounts and transactions have been eliminated. Patterson-UTI Energy, Inc. conducts its business operations through its wholly-owned subsidiaries and has no employees or independent operations. Certain immaterial prior year amounts have been reclassified to conform to current year presentation.

The U.S. dollar is the reporting currency and functional currency for most of our operations except certain of our foreign subsidiaries, which use their local currencies as their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. The effects of these translation adjustments are reflected in accumulated other comprehensive income, which is a separate component of stockholders’ equity.

The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations, although we believe the disclosures included either on the face of the financial statements or herein are sufficient to make the information presented not misleading. In the opinion of management, all recurring adjustments considered necessary for a fair statement of the information in conformity with GAAP have been included. The unaudited condensed consolidated balance sheet as of December 31, 2023, as presented herein, was derived from our audited consolidated balance sheet but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “Annual Report”). The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year.

There have been no material changes to our critical accounting policies from those disclosed in our Annual Report.

Restricted cash — Restricted cash includes amounts restricted as cash collateral for the issuance of standby letters of credit.

The following table provides a reconciliation of cash and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of such amounts shown in the unaudited condensed statements of cash flows for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024		2023
Cash and cash equivalents	$	167,665	$	157,218
Restricted cash	2,582		—
Total cash, cash equivalents and restricted cash	$	170,247	$	157,218

Recently Issued Accounting Standards — In March 2020, the FASB issued an accounting standards update to provide temporary optional expedients that simplify the accounting for contract modifications to existing debt agreements expected to arise from the market transition from LIBOR to alternative reference rates. The amendments in the update are effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications from the beginning of an interim period that includes or is subsequent to March 12, 2020. In December 2022, the FASB issued an update, which deferred the sunset date to December 31, 2024. We do not expect this new guidance will have a material impact on our consolidated financial statements.

In November 2023, the FASB issued an accounting standards update to improve reportable segment disclosure requirements and enhance disclosures about significant segment expenses. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We are currently evaluating the effect of this pronouncement on our disclosures.

In December 2023, the FASB issued an accounting standards update to improve income tax disclosure requirements. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2024 and should be applied prospectively. We are currently evaluating the effect of this pronouncement on our disclosures.

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2. Business Combinations

Ulterra Drilling Technologies, L.P.

On August 14, 2023, we completed our acquisition (the “Ulterra acquisition”) of Ulterra Drilling Technologies, L.P. (“Ulterra”). Total consideration for the acquisition included the issuance of 34.9 million shares of our common stock and payment of approximately $376 million of cash, which based on the closing price of our common stock of $14.94 on August 14, 2023, valued the transaction at closing at approximately $897 million.

The total fair value of the consideration transferred was determined as follows (in thousands, except stock price):


Shares of our common stock issued to Ulterra	34,900
Our common stock price on August 14, 2023	$	14.94
Common stock equity consideration	$	521,406
Plus net cash consideration (1)	375,740
Total consideration transferred	$	897,146

(1)Net cash consideration included $370 million cash consideration as adjusted for customary purchase price adjustments set forth in the Ulterra merger agreement relating to cash, net working capital, indebtedness and transaction expenses of Ulterra as of the closing. The adjustment is subject to a post-closing target net working capital adjustment in accordance with the Ulterra merger agreement.

The acquisition has been accounted for as a business combination using the acquisition method. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date.

The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based on preliminary estimated fair values as of the date of the business combination. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to future rig counts, cash flow projections, estimated economic useful lives, operating and capital cost estimates, customer attrition rates, contributory asset charges, royalty rates and discount rate (10.5%). The carrying amounts of cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued liabilities approximate their fair values due to their nature or the short-term maturity of instruments. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of inventory and rental equipment was determined using a replacement cost approach. Intangible assets primarily consist of customer relationships and developed technology, the fair values of which were determined using an income approach. Property and equipment was valued using a combination of indirect cost and a market approach. The fair value was estimated by using a multi-period excess earnings method for customer relationships and a relief from royalty method for trade name and developed technology. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of Ulterra’s assets and liabilities. The measurement period adjustments since the closing of the Ulterra acquisition have not had a material impact on our consolidated financial statements. We will complete the purchase price allocation during the 12-month period following the acquisition date.

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The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:


Assets acquired:
Cash and cash equivalents	$	18,426
Accounts receivable	68,467
Inventory (1)	36,313
Rental equipment (2)	109,055
Property and equipment	27,583
Intangible assets	313,000
Operating lease right of use asset	7,513
Finance lease right of use asset	5,228
Other assets	15,989
Total assets acquired	601,574

Liabilities assumed:
Accounts payable	23,258
Accrued liabilities	33,323
Operating lease liability	7,513
Finance lease liability	5,228
Deferred tax liabilities	83,993
Total liabilities assumed	153,315
Less: noncontrolling interest	(8,729)
Net assets acquired	439,530
Goodwill	457,616
Total consideration transferred	$	897,146

(1)We recorded an adjustment of $5.5 million to write-up acquired drill bits classified as inventory to estimated fair value. This adjustment will be recorded as direct operating expense as acquired drill bits are sold.

(2)We recorded an adjustment of $74.4 million to write-up acquired drill bits classified as long-lived assets to estimated fair value. This adjustment will be depreciated as acquired drill bits are rented over a weighted-average estimated useful life of 7.5 runs.

The goodwill recognized in the acquisition represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill represents the potential for new growth opportunities internationally with the acquisition of Ulterra as well as the recognition of deferred taxes for the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. Goodwill is not deductible for tax purposes. All of the goodwill was assigned to our Drilling Products segment. See Note 7.

NexTier Oilfield Solutions Inc.

On September 1, 2023, we completed our merger (the “NexTier merger”) with NexTier Oilfield Solutions Inc. (“NexTier”). Under the terms of the merger agreement, NexTier became our wholly-owned subsidiary. Each share of NexTier common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.752 shares of our common stock. Additionally, certain equity awards that were granted and outstanding under NexTier long-term incentive plans were assumed by us, and such equity awards were converted into equity awards in respect of our common stock in accordance with the merger agreement.

NexTier is a predominately U.S. land-focused oilfield service provider, with a diverse set of well completion and production services across a variety of active basins.

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The total fair value of the consideration transferred was determined as follows (in thousands, except exchange ratio and stock price):


Number of shares of NexTier common stock outstanding as of September 1, 2023	228,846
Multiplied by the exchange ratio	0.752
Number of shares of Patterson-UTI Energy, Inc. common stock issued in connection with the merger	172,092
Patterson-UTI Energy, Inc. common stock price on September 1, 2023	$	14.91
Common stock equity consideration	2,565,895
Acceleration of RSU awards	1,997
Fair value of replacement equity awards (1)	70,416
NexTier long-term debt repaid by Patterson-UTI Energy, Inc.	161,000
Consideration transferred	$	2,799,308

(1)In connection with the merger, each of the share-based awards held by legacy NexTier employees were replaced with our share-based awards on the merger date. The fair value of the replacement awards has been allocated between each employee’s pre-combination and post-combination services. Amounts allocated to pre-combination services have been included as consideration transferred as part of the merger. See Note 12 for replacement awards details.

The transaction has been accounted for as a business combination using the acquisition method with Patterson-UTI Energy, Inc. determined to be the acquirer. Under the acquisition method of accounting, the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date.

The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based on preliminary estimated fair values as of the date of the business combination. We applied significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions with respect to future rig counts, cash flow projections, estimated economic useful lives, operating and capital cost estimates, customer attrition rates, contributory asset charges, royalty rates and discount rate (14.0%.) The carrying amounts of cash and cash equivalents, accounts receivable, inventory, other assets, accounts payable, accrued liabilities, and other liabilities approximate their fair values due to their nature or the short-term maturity of instruments. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of property and equipment was determined using a combination of replacement cost and indirect cost. Intangible assets were valued using an income approach. The fair value was estimated by using multi-period excess earnings method for customer relationships and a relief from royalty method for trade name and developed technology. Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of NexTier’s assets and liabilities. The measurement period adjustments since the closing of the NexTier merger closed have not had a material impact on our consolidated financial statements. We will complete the purchase price allocation during the 12-month period following the acquisition date.

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The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the merger:


Assets acquired:
Cash and cash equivalents	$	95,815
Accounts receivable	420,200
Inventory	71,930
Property and equipment (1)	1,045,610
Intangible assets	768,000
Operating lease right of use asset	19,091
Finance lease right of use asset	50,733
Other assets	84,677
Total assets acquired	2,556,056

Liabilities assumed:
Accounts payable	358,873
Accrued liabilities	129,535
Operating lease liability	19,091
Finance lease liability	50,733
Deferred tax liabilities	86,293
Long-term debt	22,533
Other liabilities	11,815
Total liabilities assumed	678,873
Net assets acquired	1,877,183
Goodwill	922,125
Total consideration transferred	$	2,799,308

(1)We recorded an adjustment of $263 million to write-up acquired property and equipment to estimated fair value. This adjustment will be depreciated on a straight-line basis over a weighted average period of six years.

The goodwill recognized in the merger represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill largely consisted of the expected

synergies and economies of scale from the combined operations of Patterson-UTI and NexTier as well as the recognition of deferred taxes for the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. The goodwill is not deductible for tax purposes. All of the goodwill was assigned to our completion services segment. See Note 7.

3. Revenues

ASC Topic 606 Revenue from Contracts with Customers

Drilling Services and Completion Services — revenue is recognized based on our customers’ ability to benefit from our services in an amount that reflects the consideration we expect to receive in exchange for those services. This typically happens when the service is performed. The services we provide represent a series of distinct services, generally provided daily, that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period, generally measured in days, and our efforts in providing services are incurred relatively evenly over the period of performance, revenue is recognized as we provide services to the customer.

ASC Topic 842 Revenue from Equipment Rentals

Drilling Products Revenue — revenues are primarily generated from the rental of drilling equipment, comprised of drill bits and downhole tools. These arrangements provide the customer with the right to control the use of identified asset. Generally, the lease terms in such arrangements are for periods of two to three days and do not provide customers with options to purchase the underlying asset.

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Other — we are a non-operating working interest owner of oil and natural gas assets primarily located in Texas and New Mexico. The ownership terms are outlined in joint operating agreements for each well between the operator of the well and the various interest owners, including us, who are considered non-operators of the well. We receive revenue each period for our working interest in the well during the period.

Accounts Receivable and Contract Liabilities

Accounts receivable is our right to consideration once it becomes unconditional. Payment terms typically range from 30 to 60 days.

We do not have any significant contract asset balances. Contract liabilities include prepayments received from customers prior to the requested services being completed. Also included in contract liabilities are payments received from customers for reactivation or initial mobilization of newly constructed or upgraded rigs that were moved on location to the initial well site. These payments are allocated to the overall performance obligation and amortized over the initial term of the contract. Total contract liability balances were $23.8 million and $103 million as of March 31, 2024 and December 31, 2023, respectively. We recognized $84.7 million of revenue in the three months ended March 31, 2024 that was included in the contract liability balance at the beginning of the period. Revenue related to our contract liabilities balance is expected to be recognized through 2026. The $22.0 million current portion of our contract liability balance is included in “Accrued liabilities” and $1.8 million noncurrent portion of our contract liability balance is included in “Other liabilities” in our unaudited condensed consolidated balance sheets.

Contract Costs

Costs incurred for newly constructed rigs or rig upgrades based on a contract with a customer are considered capital improvements and are capitalized to drilling equipment and depreciated over the estimated useful life of the asset.

Remaining Performance Obligations

We maintain a backlog of commitments for contract drilling services under term contracts, which we define as contracts with a duration of six months or more. Our contract drilling backlog in the United States as of March 31, 2024 was approximately $527 million. Approximately 14% of our total contract drilling backlog in the United States at March 31, 2024 is reasonably expected to remain at March 31, 2025. We generally calculate our backlog by multiplying the dayrate under our term drilling contracts by the number of days remaining under the contract. The calculation does not include any revenues related to fees for other services such as for mobilization, other than initial mobilization, demobilization and customer reimbursables, nor does it include potential reductions in rates for unscheduled standby or during periods in which the rig is moving or incurring maintenance and repair time in excess of what is permitted under the drilling contract. For contracts that contain variable dayrate pricing, our backlog calculation uses the dayrate in effect for periods where the dayrate is fixed, and, for periods that remain subject to variable pricing, uses commodity pricing or other related indices in effect at March 31, 2024. In addition, our term drilling contracts are generally subject to termination by the customer on short notice and provide for an early termination payment to us in the event that the contract is terminated by the customer. For contracts on which we have received notice for the rig to be placed on standby, our backlog calculation uses the standby rate for the period over which we expect to receive the standby rate. For contracts on which we have received an early termination notice, our backlog calculation includes the early termination rate, instead of the dayrate, for the period over which we expect to receive the lower rate. Please see “Our current backlog of contract drilling revenue may decline and may not ultimately be realized, as fixed-term contracts may in certain instances be terminated without an early termination payment” included in Item 1A of our Annual Report.

4. Inventory

Inventory consisted of the following at March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Raw materials and supplies	$	141,278	$	141,311
Work-in-process	8,226		7,437
Finished goods	33,674		32,057
Inventory	$	183,178	$	180,805

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5. Other Current Assets

Other current assets consisted of the following at March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Federal and state income taxes receivable	$	25,977	$	26,949
Workers’ compensation receivable	30,632		31,006
Prepaid expenses	33,156		46,394


Other	38,739		36,773
Other current assets	$	128,504	$	141,122

6. Property and Equipment

Property and equipment consisted of the following at March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Equipment	$	8,646,493	$	8,506,727
Oil and natural gas properties	241,258		238,337
Buildings	253,330		248,693
Rental equipment	123,832		119,653
Land	38,682		38,811
Total property and equipment	9,303,595		9,152,221
Less accumulated depreciation, depletion, amortization and impairment	(5,984,250)		(5,811,809)
Property and equipment, net	$	3,319,345	$	3,340,412

Depreciation and depletion expense on property and equipment of approximately $244 million and $125 million was recorded in the three months ended March 31, 2024 and 2023, respectively.

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

7. Goodwill and Intangible Assets

Goodwill — During the three months ended March 31, 2024, we had no additions or impairments to goodwill. Goodwill by reportable segment as of March 31, 2024 is as follows (in thousands):


	Completion Services		Drilling Products		Total
Balance at beginning and end of period	$	922,125	$	457,616	$	1,379,741

Goodwill is evaluated at least annually on July 31, or more frequently when events and circumstances occur indicating recorded goodwill may be impaired. Goodwill is tested at the reporting unit level, which is at or one level below our operating segments. We determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors, and if that is the case, any necessary goodwill impairment is determined using a quantitative impairment test. If the resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall.

We determined our drilling products operating segment consists of a single reporting unit and, accordingly, goodwill acquired from the Ulterra acquisition was allocated to that reporting unit. We determined our completion services operating segment consists

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of two reporting units; completion services, which is primarily comprised of our hydraulic fracturing operations and other integrated service offerings, and cementing services.

Goodwill Impairment Assessment

During the fourth quarter of 2023, our share price experienced a sustained decline which resulted in a decrease to our market capitalization. This decline in share price was deemed a triggering event that warranted a quantitative assessment for goodwill impairment for our three reporting units with goodwill.

We estimated the fair value of the drilling products and the completion services reporting units using the income approach. Under this approach, we used a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. Forecasted cash flows reflected known market conditions as of December 31, 2023, and management's anticipated business outlook for each reporting unit. Future cash flows were projected based on estimates of revenue, gross profit, selling, general and administrative expense, changes in working capital, and capital expenditures. The terminal period used within the discounted cash flow model for each reporting unit consisted of a 1% growth estimate. Future cash flows were then discounted using a market-participant, risk-adjusted weighted average cost of capital of 10% for the drilling products reporting unit and 12% for the completion services reporting unit.

We estimated the fair value of the cementing services reporting unit using a market approach. The market approach was based on trading multiples of companies comparable to the cementing services reporting unit.

Based on the results of the goodwill impairment tests, the fair values of the drilling products, completion services, and cementing services reporting units exceeded their carrying values by approximately 4%, 11%, and 80%, respectively. Accordingly, no impairment was recorded for any of the reporting units.

During the first quarter of 2024, we determined there were no events that would indicate the carrying value of goodwill may not be recoverable or that a potential impairment exists.

Geopolitical instability, a global decrease in the demand of drilling products, or other unforeseen macroeconomic considerations could negatively impact the key assumptions used in our goodwill assessment for our drilling products reporting unit. A sustained decrease in oil prices and rig count could negatively affect the key assumptions used in our goodwill assessment for completion services. A decrease in fair value resulting from unfavorable changes to these assumptions, or others, could result in goodwill impairment in future periods that could be material to our results of operations and financial statements as a whole.

Intangible Assets — The following table presents the gross carrying amount and accumulated amortization of our intangible assets as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	785,591	$	(43,160)	$	742,431	$	786,715	$	(25,563)	$	761,152
Developed technology	202,772		(26,467)		176,305		202,772		(16,435)		186,337
Trade name	101,000		(5,906)		95,094		101,000		(3,406)		97,594
Other	10,281		(1,107)		9,174		7,345		(731)		6,614
Intangible assets, net	$	1,099,644	$	(76,640)	$	1,023,004	$	1,097,832	$	(46,135)	$	1,051,697

Amortization expense on intangible assets of approximately $30.5 million and $0.8 million was recorded for the three months ended March 31, 2024 and 2023, respectively.

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8. Accrued Liabilities

Accrued liabilities consisted of the following at March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Salaries, wages, payroll taxes and benefits	$	91,607	$	129,982
Workers’ compensation liability	68,365		67,396
Property, sales, use and other taxes	59,853		62,194
Insurance, other than workers’ compensation	10,687		11,524
Accrued interest payable	10,241		19,172
Deferred revenue	22,016		98,914
Federal and state income taxes payable	2,055		3,437
Accrued merger and integration expense	12,861		15,113
Other	46,299		38,536
Accrued liabilities	$	323,984	$	446,268

9. Long-Term Debt

Long-term debt consisted of the following at March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
3.95% Senior Notes Due 2028	$	482,505	$	482,505
5.15% Senior Notes Due 2029	344,895		344,895
7.15% Senior Notes Due 2033	400,000		400,000
Equipment Loans Due 2025	14,661		18,686
	1,242,061		1,246,086
Less deferred financing costs and discounts	(8,597)		(8,919)
Less current portion	(12,406)		(12,226)
Total	$	1,221,058	$	1,224,941

Credit Agreement — On April 5, 2024, we entered into a Commitment Increase Agreement (the “Commitment Increase Agreement”), which increased the commitments under our Amended and Restated Credit Agreement, dated as of March 27, 2018 (as modified by the Commitment Increase Agreement and amended to date, the “Credit Agreement”), by and among us, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and lender and each of the other letter of credit issuers and lenders party thereto.

The Commitment Increase Agreement increased the commitments under our Credit Agreement to $615 million. The maturity date for $567 million of such commitments is March 27, 2026; and the maturity date for $48.3 million of such commitments is March 27, 2025.

On August 29, 2023, we entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), which, among other things, extended the maturity date for $85.0 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026.

The Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $615 million ($550 million at March 31, 2024), including a letter of credit facility that, at any time outstanding, is limited to $100 million and a swing line facility that, at any time outstanding, is limited to the lesser of $50.0 million and the amount of the swing line provider’s unused commitment.

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under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.10% to 0.30% based on our credit rating.

None of our subsidiaries are currently required to be a guarantor under the Credit Agreement. However, if any subsidiary guarantees or incurs debt, which does not qualify for certain limited exceptions and is otherwise, in the aggregate with all other similar debt, in excess of Priority Debt (as defined in the Credit Agreement), such subsidiary is required to become a guarantor under the Credit Agreement.

The Credit Agreement contains representations, warranties, affirmative and negative covenants and events of default and associated remedies that we believe are customary for agreements of this nature, including certain restrictions on our ability and the ability of each of our subsidiaries to grant liens and on the ability of each of our non-guarantor subsidiaries to incur debt. If our credit rating is below investment grade at both Moody’s and S&P, we will become subject to a restricted payment covenant, which would generally require us to have a Pro Forma Debt Service Coverage Ratio (as defined in the Credit Agreement) greater than or equal to 1.50 to 1.00 immediately before and immediately after making any restricted payment. Restricted payments include, among other things, dividend payments, repurchases of our common stock, distributions to holders of our common stock or any other payment or other distribution to third parties on account of our or our subsidiaries’ equity interests. Our credit rating is currently investment grade at both credit rating agencies. The Credit Agreement also requires that our total debt to capitalization ratio, expressed as a percentage, not exceed 50% as of the last day of each fiscal quarter. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at March 31, 2024.

As of March 31, 2024, we had no borrowings outstanding under our revolving credit facility. We had $2.5 million in letters of credit outstanding under the Credit Agreement at March 31, 2024 and, as a result, had available borrowing capacity of approximately $548 million at that date.

2015 Reimbursement Agreement — On March 16, 2015, we entered into a Reimbursement Agreement (the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which we may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of March 31, 2024, we had $82.8 million in letters of credit outstanding under the Reimbursement Agreement.

Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any of our letters of credit issued thereunder. Fees, charges and other reasonable expenses for the issuance of letters of credit are payable by us at the time of issuance at such rates and amounts as are in accordance with Scotiabank’s prevailing practice. We are obligated to pay to Scotiabank interest on all amounts not paid by us on the date of demand or when otherwise due at the LIBOR rate plus 2.25% per annum, calculated daily and payable monthly, in arrears, on the basis of a calendar year for the actual number of days elapsed, with interest on overdue interest at the same rate as on the reimbursement amounts. A letter of credit fee is payable by us equal to 1.50% times the amount of outstanding letters of credit.

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

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

2028 Senior Notes, 2029 Senior Notes and 2033 Senior Notes — On January 19, 2018, we completed an offering of $525 million in aggregate principal amount of our 3.95% Senior Notes due 2028 (the “2028 Notes”). On November 15, 2019, we completed an offering of $350 million in aggregate principal amount of our 5.15% Senior Notes due 2029 (the “2029 Notes”). On September 13, 2023, we completed an offering of $400 million in aggregate principal amount of our 7.15% Senior Notes due 2033 (the “2033 Notes”). The net proceeds before offering expenses from the offering of the 2033 Notes were approximately $396 million, which we used to repay amounts outstanding under our revolving credit facility.

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

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

We pay interest on the 2033 Notes on April 1 and October 1 of each year. The 2033 Notes will mature on October 1, 2033. The 2033 Notes bear interest at a rate of 7.15% per annum.

The 2028 Notes, 2029 Notes and 2033 Notes (together, the “Senior Notes”) are our senior unsecured obligations, which rank equally with all of our other existing and future senior unsecured debt and will rank senior in right of payment to all of our other future subordinated debt. The Senior Notes will be effectively subordinated to any of our future secured debt to the extent of the value of the assets securing such debt. In addition, the Senior Notes will be structurally subordinated to the liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes. None of our subsidiaries are currently required to be a guarantor under the Senior Notes. If our subsidiaries guarantee the Senior Notes in the future, such guarantees (the “Guarantees”) will rank equally in right of payment with all of the guarantors’ future unsecured senior debt and senior in right of payment to all of the guarantors’ future subordinated debt. The Guarantees will be effectively subordinated to any of the guarantors’ future secured debt to the extent of the value of the assets securing such debt.

At our option, we may redeem the Senior Notes in whole or in part, at any time or from time to time at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the redemption date, plus a “make-whole” premium. Additionally, commencing on November 1, 2027, in the case of the 2028 Notes, on August 15, 2029, in the case of the 2029 Notes, and on July 1, 2033, in the case of the 2033 Notes, at our option, we may redeem the respective Senior Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, on those Senior Notes to the applicable redemption date.

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

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

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

Equipment Loans — As part of the NexTier merger, we assumed the obligations of NexTier Completions Solutions Inc. (“NCS”) under a Master Loan and Security Agreement (as amended, the “Master Agreement”) with Caterpillar Financial Services Corporation. The Master Agreement allows NCS to enter into secured equipment financing term loans from time to time (the “Equipment Loans”). The Equipment Loans may be drawn in multiple tranches, with each loan evidenced by a separate promissory note. The Master Agreement and the Equipment Loans contain customary affirmative and negative covenants, including limitations on further encumbrance of the collateral other than the applicable loans under the Master Agreement. We were in compliance with these covenants at March 31, 2024. The Equipment Loans bear interest at a rate of 5.25% per annum, and we pay interest on the 1st of each month. The Equipment Loans will mature on June 1, 2025.

Presented below is a schedule of the principal repayment requirements of long-term debt by fiscal year as of March 31, 2024 (in thousands):


Year ending December 31,
2024	$	8,265
2025	6,396
2026	—
2027	—
2028	482,505
2029	344,895
Thereafter	400,000
Total	$	1,242,061

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10. Commitments and Contingencies

As of March 31, 2024, we maintained letters of credit in the aggregate amount of $87.2 million primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses that could become payable under the terms of the underlying insurance contracts and compliance with contractual obligations. These letters of credit expire annually at various times during the year and are typically renewed. As of March 31, 2024, no amounts had been drawn under the letters of credit.

As of March 31, 2024, we had commitments to purchase major equipment totaling approximately $158 million.

Our completion services segment has entered into agreements to purchase minimum quantities of proppants from certain vendors. As of March 31, 2024, the remaining minimum obligation under these agreements was approximately $31.8 million, of which approximately $25.9 million, $4.0 million, and $2.0 million relate to the remainder of 2024, 2025 and 2026, respectively.

We are party to various legal proceedings arising in the normal course of our business. We do not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, cash flows or results of operations.

11. Stockholders’ Equity

Cash Dividend — On May 1, 2024, our Board of Directors approved a cash dividend on our common stock in the amount of $0.08 per share to be paid on June 17, 2024 to holders of record as of June 3, 2024. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend to improve our financial flexibility and position our company for long-term success. There can be no assurance that we will pay a dividend in the future.

Share Repurchases and Acquisitions — In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of March 31, 2024, we had remaining authorization to purchase approximately $945 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.

Treasury stock acquisitions during the three months ended March 31, 2024 were as follows (dollars in thousands):


	Shares	Cost
Treasury shares at January 1, 2024	105,580,011	$	1,657,675
Purchases pursuant to stock buyback program	8,354,902	94,352
Acquisitions pursuant to long-term incentive plans	395,813	4,261
Treasury shares at March 31, 2024	114,330,726	$	1,756,288

12. Stock-based Compensation

We use share-based payments to compensate employees and non-employee directors. We recognize the cost of share-based payments under the fair-value-based method. Share-based awards include equity instruments in the form of stock options or restricted stock units that have included service conditions and, in certain cases, performance conditions. Our share-based awards also include share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. We issue shares of common stock when vested stock options are exercised and after restricted stock units and share-settled performance unit awards vest.

The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) was originally approved by our stockholders on June 3, 2021. Subject to stockholder approval, our Board of Directors approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 5.445 million shares (the “First Amendment”). On June 8, 2023, our stockholders approved the First Amendment. On September 1, 2023, in connection with the NexTier merger, our Board of Directors approved a second amendment to the 2021 Plan (the “Second Amendment,” and together with the First Amendment, the “2021 Plan Amendments”) to assume approximately 10.0 million shares previously reserved for issuance under the NexTier Oilfield Solutions

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Inc. Equity and Incentive Award Plan (the “NexTier Plan”). Following the 2021 Plan Amendments, the aggregate number of shares of Common Stock authorized for grant under the 2021 Plan is approximately 29.0 million.

On September 1, 2023, the Board of Directors also approved amendments to the NexTier Plan and the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the “Former C&J Energy Plan” and, together with the NexTier Plan, the “Assumed Plans”) to assume awards that were previously granted under the Assumed Plans (consisting of stock options, time- and performance-based restricted stock units and cash-settled performance unit awards), which, in connection with the NexTier merger, were converted into equity awards in respect of shares of Patterson-UTI Energy, Inc. common stock.

Stock Options — We estimate the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of our common stock over the most recent period equal to the expected term of the options as of the date such options are granted. The expected term assumptions are based on our experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. No options were granted during the three months ended March 31, 2024.

Stock option activity from January 1, 2024 to March 31, 2024 follows:


	Underlying Shares	Weighted Average Exercise Price Per Share
Outstanding at January 1, 2024	2,865,223	$	23.36


Exercised	—	$	—
Expired	(192,099)	$	20.78
Outstanding at March 31, 2024	2,673,124	$	23.54
Exercisable at March 31, 2024	2,673,124	$	23.54

Restricted Stock Units (Equity Based) — For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Forfeitable dividend equivalents are accrued on certain restricted stock units that will be paid upon vesting. We use the straight-line method to recognize periodic compensation cost over the vesting period.

Restricted stock unit activity from January 1, 2024 to March 31, 2024 follows:


	Time Based	Performance Based	Weighted Average Grant Date Fair Value Per Share
Non-vested restricted stock units outstanding at January 1, 2024	5,827,668	521,533	$	10.60
Granted	168,512	—	$	10.80

Vested	(1,363,284)	—	$	5.53
Forfeited	(32,196)	—	$	12.83
Non-vested restricted stock units outstanding at March 31, 2024	4,600,700	521,533	$	11.95

As of March 31, 2024, we had unrecognized compensation cost related to our unvested restricted stock units totaling $43.3 million. The weighted-average remaining vesting period for these unvested restricted stock units was 1.60 years as of March 31, 2024.

Restricted Stock Units (Liability Based) — We converted NexTier’s cash-settled performance based units into our cash-settled restricted stock units in connection with the NexTier merger. These awards are accounted for as liability classified awards and remeasured at fair value at each reporting period. Compensation expense is recorded over the vesting period and is initially based on the fair value at the award conversion date. Compensation expense is subsequently remeasured at each reporting date during the vesting period based on the change in our stock price. Dividend cash equivalents are not paid on cash-settled units. As of March 31, 2024, $7.4 million is included in “Accrued Liabilities” in our unaudited condensed consolidated balance sheets for these awards.

Performance Unit Awards — We have granted share-settled performance unit awards to certain employees (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive shares of common stock upon the

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achievement of certain performance goals during a specified period established by the Compensation Committee. The performance period for the Performance Units is generally the three-year period commencing on April 1 of the year of grant.

The performance goals for the Performance Units are tied to our total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. For the performance units granted in April 2021 and April 2022, the peer group includes three market indices and one market index, respectively. The performance goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective Performance Units. The recipients will receive the target number of shares if our total shareholder return during the performance period, when compared to the peer group, is at the 55th percentile. If our total shareholder return during the performance period, when compared to the peer group, is at the 75th percentile or higher, then the recipients will receive two times the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is at the 25th percentile, then the recipients will only receive one-half of the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is between the 25th and 55th percentile, or the 55th and 75th percentile, then the shares to be received by the recipients will be determined using linear interpolation for levels of achievement between these points.

The payout under the Performance Units may not exceed the target number of shares if our absolute total shareholder return is negative or zero.

The total target number of shares granted with respect to the Performance Units for the awards granted in 2020-2023 is set forth below:


	2023 Performance Unit Awards	2022 Performance Unit Awards	2021 Performance Unit Awards	2020 Performance Unit Awards
Target number of shares	631,700	414,000	843,000	500,500

In May 2023, 1,001,000 shares were issued to settle the 2020 Performance Units. The Performance Units granted in 2021 have reached the end of their performance period, and we expect shares will be issued in May 2024 to settle the 2021 Performance Units. The Performance Units granted in 2022 and 2023 have not reached the end of their respective performance periods.

Because the Performance Units are share-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Performance Units is set forth below (in thousands):


	2023 Performance Unit Awards		2022 Performance Unit Awards		2021 Performance Unit Awards		2020 Performance Unit Awards
Aggregate fair value at date of grant	$	8,440	$	10,743	$	7,225	$	826

These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Performance Units is shown below (in thousands):


	2023 Performance Unit Awards		2022 Performance Unit Awards		2021 Performance Unit Awards		2020 Performance Unit Awards
Three months ended March 31, 2024	$	663	$	862	$	584	NA
Three months ended March 31, 2023	NA		$	895	$	602	$	69

As of March 31, 2024, we had unrecognized compensation cost related to our unvested Performance Units totaling $9.0 million. The weighted-average remaining vesting period for these unvested Performance Units was 0.91 years as of March 31, 2024.

13. Income Taxes

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

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allowances on deferred tax assets between periods. In addition, the difference in effective income tax rates was attributable to the impact of permanent differences against earnings between periods.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and when necessary, valuation allowances are provided. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We assess the realizability of our deferred tax assets quarterly and consider carryback availability, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

We continue to monitor income tax developments in the United States and other countries where we have legal entities. We will incorporate into our future financial statements the impacts, if any, of future regulations and additional authoritative guidance when finalized.

14. Earnings Per Share

We provide a dual presentation of our net income (loss) per common share in our unaudited condensed consolidated statements of operations: basic net income (loss) per common share (“Basic EPS”) and diluted net income (loss) per common share (“Diluted EPS”).

Basic EPS excludes dilution and is determined by dividing the earnings attributable to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive effect of potential common shares, including stock options and non-vested performance units and non-vested restricted stock units. The dilutive effect of stock options, non-vested performance units and non-vested restricted stock units is determined using the treasury stock method.

The following table presents information necessary to calculate net income per share for the three months ended March 31, 2024 and 2023 as well as potentially dilutive securities excluded from the weighted average number of diluted common shares outstanding because their inclusion would have been anti-dilutive (in thousands, except per share amounts):


	Three Months Ended March 31,
	2024		2023
BASIC EPS:
Net income attributable to common stockholders	$	51,235	$	99,678
Weighted average number of common shares outstanding, excluding non-vested restricted stock units	408,182		212,089
Basic net income per common share	$	0.13	$	0.47

DILUTED EPS:
Net income attributable to common stockholders	$	51,235	$	99,678
Weighted average number of common shares outstanding, excluding non-vested restricted stock units	409,819		215,866
Diluted net income per common share	$	0.13	$	0.46
Potentially dilutive securities excluded as anti-dilutive	2,673		2,905

15. Business Segments

Effective as of the third quarter of 2023, we revised our reportable segments to align with certain changes in how our Chief Operating Decision Maker (“CODM”) manages and allocates resources to our business as a result of the Ulterra acquisition and NexTier merger. Accordingly, we now have the following reportable business segments: (i) drilling services, (ii) completion services, and (iii) drilling products.

Drilling Services — represents our contract drilling, directional drilling, oilfield technology and electrical controls and automation businesses.

Completion Services — represents the combination of our well completion business, which includes hydraulic fracturing, wireline and pumping, completion support, cementing and our legacy pressure pumping business.

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Drilling Products — represents our manufacturing and distribution of drill bits business, which was acquired with our acquisition of Ulterra on August 14, 2023.

As a result of the revised reportable segment structure, we have restated the corresponding items of segment information for all periods presented.

The following tables summarize selected financial information relating to our business segments (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenues:
Drilling Services	$	461,887	$	482,535
Completion Services	944,997		293,268
Drilling Products	89,973		—
Other (1)	18,445		21,036
Elimination of intercompany revenues – Drilling Services (2)	(4,314)		(4,808)
Elimination of intercompany revenues – Other (2)	(628)		(229)
Total revenues	$	1,510,360	$	791,802

Segment operating income (3) and reconciliation to income before income taxes:
Drilling Services	$	89,612	$	101,306
Completion Services	49,629		44,432
Drilling Products	6,500		—
Total segment operating income (3)	145,741		145,738
Other	988		1,967
Corporate	(59,730)		(21,742)
Interest income	2,189		1,240
Interest expense	(18,335)		(8,826)
Other	850		1,486
Income before income taxes	$	71,703	$	119,863

Depreciation, depletion, amortization and impairment:
Drilling Services	$	92,345	$	91,293
Completion Services	148,680		26,025
Drilling Products	27,182		—
Other	5,411		7,323
Corporate	1,338		3,539
Total depreciation, depletion, amortization and impairment	$	274,956	$	128,180

Capital expenditures:
Drilling Services	$	82,793	$	89,279
Completion Services	123,377		21,425
Drilling Products	15,586		—
Other	3,797		5,223
Corporate	1,388		1,674
Total capital expenditures	$	226,941	$	117,601


	March 31, 2024		December 31, 2023
Identifiable assets:
Drilling Services	$	2,208,251	$	2,368,604
Completion Services	3,786,399		3,835,699
Drilling Products	996,195		1,011,870
Other	58,392		59,221
Corporate (4)	176,951		144,637
Total assets	$	7,226,188	$	7,420,031

(1)Other includes our oilfield rentals business and oil and natural gas working interests.

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(2)Intercompany revenues consist of revenues from drilling services provided to our other operations, and revenues from other operations for services provided to drilling services, completion services and within other operations. These revenues are generally based on estimated external selling prices and are eliminated during consolidation.

(3)Segment operating income is our measure of segment profitability. It is defined as revenue less operating expenses, selling, general and administrative expenses, depreciation, amortization and impairment expenses and other operating income.

(4)Corporate assets primarily include cash on hand and certain property and equipment.

16. Fair Values of Financial Instruments

The carrying values of cash, cash equivalents and restricted cash, trade receivables and accounts payable approximate fair value due to the short-term maturity of these items. These fair value estimates are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting.

The estimated fair value of our outstanding debt balances as of March 31, 2024 and December 31, 2023 is set forth below (in thousands):


	March 31, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
3.95% Senior Notes Due 2028	$	482,505	$	459,274	$	482,505	$	450,540
5.15% Senior Notes Due 2029	344,895		337,487		344,895		329,032
7.15% Senior Notes Due 2033	400,000		430,206		400,000		424,946
Equipment Loans Due 2025	14,661		15,713		18,686		18,766
Total debt	$	1,242,061	$	1,242,680	$	1,246,086	$	1,223,284

The fair values of the 2028 Notes, the 2029 Notes and the 2033 Notes at March 31, 2024 and December 31, 2023 are based on quoted market prices, which are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting. The fair value of the Equipment Loans is based on a 5.25% stated rate of interest, which is considered a Level 2 fair value estimate in the fair value hierarchy of fair value accounting.

The implied market rates of interest used to determine the fair value of our outstanding debt balances as of March 31, 2024 and December 31, 2023 are set forth below:


	March 31, 2024		December 31, 2023
3.95% Senior Notes Due 2028	5.55	%	5.79	%
5.15% Senior Notes Due 2029	5.60	%	6.10	%
7.15% Senior Notes Due 2033	6.09	%	6.28	%
Equipment Loans Due 2025	5.67	%	5.36	%

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) and other public filings, press releases and presentations by us contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. As used in this Report, “we,” “us,” “our,” “ours” and like terms refer collectively to Patterson-UTI Energy, Inc. and its consolidated subsidiaries. Patterson-UTI Energy, Inc. conducts its operations through its wholly-owned subsidiaries and has no employees or independent business operations. These “forward-looking statements” involve risk and uncertainty. These forward-looking statements include, without limitation, statements relating to: liquidity; revenue, cost and margin expectations and backlog; financing of operations; oil and natural gas prices; rig counts and frac spreads; source and sufficiency of funds required for building new equipment, upgrading existing equipment and acquisitions (if opportunities arise); demand and pricing for our services; competition; equipment availability; government regulation; legal proceedings; debt service obligations; impact of inflation and economic downturns; and other matters. Our forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often use words such as “anticipate,” “believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “project,” “pursue,” “should,” “strategy,” “target,” or “will,” or the negative thereof and other words and expressions of similar meaning. The forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from actual future results expressed or implied by the forward-looking statements. These risks and uncertainties relate to:

•the successful integration and expected benefits of the merger (the “NexTier merger”) with NexTier Oilfield Solutions Inc. (“NexTier”) and the acquisition (the “Ulterra acquisition”) of Ulterra Drilling Technologies, L.P. (“Ulterra”) on our financial condition, results of operations, strategy and plans and our ability to realize those benefits;

•synergies, costs and financial and operating impacts of acquisitions, including the NexTier merger and the Ulterra acquisition;

•the successful integration of NexTier and Ulterra operations and the future financial and operating results of the combined company;

•the combined company’s plans, objectives, expectations and intentions with respect to future operations and services;

•adverse oil and natural gas industry conditions;

•global economic conditions, including inflationary pressures and risks of economic downturns or recessions in the United States and elsewhere;

•volatility in customer spending and in oil and natural gas prices that could adversely affect demand for our services and their associated effect on rates;

•excess supply of drilling and completions equipment, including as a result of reactivation, improvement or construction;

•competition and demand for our services;

•the impact of the ongoing Ukraine/Russia and Middle East conflicts and instability in other international regions;

•strength and financial resources of competitors;

•utilization, margins and planned capital expenditures;

•ability to obtain insurance coverage on commercially reasonable terms and liabilities from operational risks for which we do not have and receive full indemnification or insurance;

•operating hazards attendant to the oil and natural gas business;

•failure by customers to pay or satisfy their contractual obligations (particularly with respect to fixed-term contracts);

•the ability to realize backlog;

•specialization of methods, equipment and services and new technologies, including the ability to develop and obtain satisfactory returns from new technology;

•the ability to retain management and field personnel;

•loss of key customers;

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•shortages, delays in delivery, and interruptions in supply, of equipment and materials;

•cybersecurity events;

•difficulty in building and deploying new equipment;

•governmental regulation, including climate legislation, regulation and other related risks;

•environmental, social and governance practices, including the perception thereof;

•environmental risks and ability to satisfy future environmental costs;

•technology-related disputes;

•legal proceedings and actions by governmental or other regulatory agencies;

•the ability to effectively identify and enter new markets;

•public health crises, pandemics and epidemics;

•weather;

•operating costs;

•expansion and development trends of the oil and natural gas industry;

•financial flexibility, including availability of capital and the ability to repay indebtedness when due;

•adverse credit and equity market conditions;

•our return of capital to stockholders, including timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases;

•stock price volatility;

•compliance with covenants under our debt agreements; and

•other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC.

We caution that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained elsewhere in this Report and in our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”) and may be contained in our future filings with the SEC. You are cautioned not to place undue reliance on any of our forward-looking statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise. In the event that we update any forward-looking statement, no inference should be made that we will make additional updates with respect to that statement, related matters or any other forward-looking statements. All subsequent written and oral forward-looking statements concerning us or other matters and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management Overview — We are a Houston, Texas-based leading provider of drilling and completion services to oil and natural gas exploration and production companies in the United States and other select countries, including contract drilling services, integrated well completion services and directional drilling services in the United States, and specialized drill bit solutions in the United States, Middle East and many other regions around the world. We operate under three reportable business segments: (i) drilling services, (ii) completion services, and (iii) drilling products.

Drilling Services

Our contract drilling business operates in the continental United States and internationally in Colombia and, from time to time, we pursue contract drilling opportunities in other select markets. We also provide a comprehensive suite of directional drilling services in most major producing onshore oil and natural gas basins in the United States, and we provide services that improve the statistical accuracy of wellbore placement for directional and horizontal wells. We also service and re-certify 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.

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. The U.S. land rig industry has in recent years referred to certain high specification rigs as “super-spec” rigs, which we consider to be at least 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. Due to evolving customer preferences, we refer to certain premium rigs as “Tier-1, super spec” rigs, which we consider as being a super-spec rig that also has a third mud pump and raised drawworks that allows for more clearance underneath the rig floor. As of March 31, 2024, our rig fleet included 173 super-spec rigs, of which 131 were Tier-1, super-spec rigs.

Completion Services

Our well completion services business consists of services for hydraulic fracturing, wireline and pumping, completion support, and cementing. It also includes our power solutions natural gas fueling business and our proppant last mile logistics and storage business. Our completion services business operates in several of the most active basins in the continental United States including the Permian, the Marcellus Shale/Utica, the Eagle Ford, Mid-Continental, Haynesville, and the Bakken/Rockies.

Drilling Products

We serve the energy and mining markets by manufacturing and distributing drill bits through North America and internationally in over 30 countries. Our drilling equipment is used in oil and natural gas exploration and production and in mining operations. We have manufacturing and repair facilities located in Fort Worth, Texas, Leduc, Alberta and Saudi Arabia and repair facilities located in Argentina, Colombia and Oman.

Recent Developments in Market Conditions and Outlook — Commodity price volatility in the second quarter of 2023 resulted in a decline in industry activity; commodity prices subsequently increased during the third quarter before declining in the fourth quarter of 2023. Oil prices increased during the first quarter of 2024, while natural gas prices declined significantly. The current demand for equipment and services remains dependent on macro conditions, including commodity prices, geopolitical environment, inflationary pressures, economic conditions in the United States and elsewhere, as well as customer consolidation and focus by exploration and production companies and service companies on capital returns. Oil prices reached a low of $70.62 per barrel and averaged $77.50 per barrel in the first quarter of 2024, as compared to $78.53 per barrel in the fourth quarter of 2023. Natural gas prices (based on the Henry Hub Spot Market Price) averaged $2.31 per MMBtu in the first quarter of 2024 as compared to an average of $2.74 per MMBtu in the fourth quarter of 2023.

Our average active rig count in the United States for the first quarter of 2024 was 121 rigs. This was an increase from our average active rig count for the fourth quarter of 2023 of 118. We expect our rig count in the United States will average approximately 114 rigs during the second quarter of 2024. Term contracts help support our operating rig count. Based on contracts in place in the United States as of May 1, 2024, we expect an average of 70 rigs operating under term contracts during the second quarter of 2024 and an average of 41 rigs operating under term contracts during the four quarters ending March 31, 2025.

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We expect our completion services business to be impacted by current natural gas prices and customer schedule gaps during the second quarter of 2024. We expect an improvement in activity in the third quarter of 2024 as our dedicated and long-term customers resume completion activity after new pads are drilled.

We expect second quarter activity for our Drilling Products segment to be consistent with the first quarter of 2024.

For the second quarter of 2024, we expect total capital expenditures of approximately $180 million.

Recent Developments in Business Combinations — On September 1, 2023, we completed our merger (the “NexTier merger”) with NexTier Oilfield Solutions Inc. (“NexTier”). Each share of common stock of NexTier issued and outstanding immediately prior to the effective time (including outstanding restricted shares) was converted into the right to receive 0.752 shares of our common stock, which based on the closing price of our common stock of $14.91 on September 1, 2023, valued the transaction at approximately $2.8 billion, including the assumption of debt. NexTier is a predominately U.S. land-focused oilfield service provider, with a diverse set of well completion and production services across a variety of active basins.

On August 14, 2023, we completed our acquisition (the “Ulterra acquisition”) of Ulterra Drilling Technologies, L.P. (“Ulterra”). Total consideration for the acquisition included the issuance of 34.9 million shares of our common stock and payment of approximately $376 million cash (before purchase price adjustments), which based on the closing price of our common stock of $14.94 on August 14, 2023, valued the transaction at closing at approximately $897 million. Ulterra is a global provider of specialized drill bit solutions.

Recent Developments in Debt Financing — On April 5, 2024, we entered into a Commitment Increase Agreement (the “Commitment Increase Agreement”), which increased the commitments under our Amended and Restated Credit Agreement, dated as of March 27, 2018 (as modified by the Commitment Increase Agreement and as amended to date, the “Credit Agreement”), by and among us, as borrower, Wells Fargo Bank, National Association, as administrative agent, letter of credit issuer, swing line lender and lender and each of the other letter of credit issuers and lenders party thereto.

Impact on our Business from Oil and Natural Gas Prices and Other Factors — Our revenues, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas, expectations about future prices, and upon our customers’ ability to access, and willingness to deploy, 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 when oil and natural gas prices are relatively low or when our customers have a reduced ability to access, or willingness to deploy, capital, the demand for our services generally weakens, and we experience downward pressure on pricing for our services. 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. 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. 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.

In addition to the dependence on oil and natural gas prices and demand for our services, we are highly impacted by operational risks, competition, labor issues, weather, the availability, from time to time, of products used in our businesses, supplier delays and various other factors that could materially adversely affect our business, financial condition, cash flows and results of operations. Please see Item 1A of this Report and our Annual Report.

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For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023 our operating revenues consisted of the following (dollars in thousands):


	Three Months Ended
	March 31,				December 31,				March 31,
	2024				2023				2023
Drilling Services	$	457,573	30.3	%	$	463,598	29.3	%	$	477,727	60.3	%
Completion Services	944,997		62.6	%	1,014,357		64.0	%	293,268		37.0	%
Drilling Products	89,973		6.0	%	88,109		5.6	%	—		0.0	%
Other	17,817		1.1	%	18,253		1.1	%	20,807		2.7	%
	$	1,510,360	100.0	%	$	1,584,317	100.0	%	$	791,802	100.0	%

Results of Operations

Effective as of the third quarter of 2023, we revised our reportable segments to align with certain changes in how our Chief Operating Decision Maker (“CODM”) manages and allocates resources to our business as a result of the Ulterra acquisition and NexTier merger. We now have the following reportable business segments: (i) drilling services, (ii) completion services and (iii) drilling products. Accordingly, we recast our results of operations for the three months ended March 31, 2023 to align with our revised reportable segments.

The following tables summarize results of operations by business segment for the three months ended March 31, 2024, December 31, 2023, and March 31, 2023:


	Three Months Ended						% Change
	March 31,		December 31,		March 31,
Drilling Services (1)	2024		2023		2023		Sequential		Year-over-year

	(dollars in thousands)
Revenues	$	457,573	$	463,598	$	477,727	(1.3)	%	(4.2)	%
Direct operating costs	271,737		276,439		281,261		(1.7)	%	(3.4)	%
Adjusted gross profit (2)	185,836		187,159		196,466		(0.7)	%	(5.4)	%
Selling, general and administrative	3,879		3,204		3,845		21.1	%	0.9	%
Depreciation, amortization and impairment	92,345		91,951		91,293		0.4	%	1.2	%
Other operating (income) expense, net	—		(676)		22		(100.0)	%	(100.0)	%
Operating income	$	89,612	$	92,680	$	101,306	(3.3)	%	(11.5)	%
Capital expenditures	$	82,793	$	73,625	$	89,279	12.5	%	(7.3)	%

Operating days – U.S. (3)	11,024		10,841		11,751		1.7	%	(6.2)	%
Average revenue per operating day – U.S. (3)	$	35.68	$	36.28	$	34.76	(1.7)	%	2.6	%
Average direct operating costs per operating day – U.S. (3)	$	19.51	$	19.94	$	18.88	(2.1)	%	3.3	%
Average adjusted gross profit per operating day – U.S. (3)	$	16.17	$	16.33	$	15.88	(1.0)	%	1.8	%

(1)Drilling services segment represents our contract drilling, directional drilling, oilfield technology and electrical controls and automation businesses.

(2)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.

(3)Operational data relates to our contract drilling business. 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 drilling services segment are most impacted by two primary factors: day rates and our average number of rigs operating.

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Sequential quarter comparison

Revenues and direct operating costs, both on a total and per operating day basis, were relatively flat between sequential quarters.

Capital expenditures increased primarily due to the timing of order placement and spending on committed deliveries that more heavily impacted the first quarter of 2024.

Year-over-year quarter comparison

Revenues and direct operating costs decreased due to a decrease in operating days for our U.S. contract drilling operations.

Average revenue per operating day increased due to improved pricing.

Capital expenditures decreased primarily due to reduced investment in our ancillary drilling services not included within our contract drilling business.


	Three Months Ended						% Change
	March 31,		December 31,		March 31,
Completion Services (1)	2024		2023		2023		Sequential		Year-over-year

	(dollars in thousands)
Revenues	$	944,997	$	1,014,357	$	293,268	(6.8)	%	222.2	%
Direct operating costs	745,594		782,482		220,116		(4.7)	%	238.7	%
Adjusted gross profit (2)	199,403		231,875		73,152		(14.0)	%	172.6	%
Selling, general and administrative	10,964		13,662		2,695		(19.7)	%	306.8	%
Depreciation, amortization and impairment	148,680		147,891		26,025		0.5	%	471.3	%
Other operating income, net	(9,870)		—		—		NA		NA
Operating income	$	49,629	$	70,322	$	44,432	(29.4)	%	11.7	%
Capital expenditures	$	123,377	$	107,217	$	21,425	15.1	%	475.9	%

(1)Completion services represents the combination of well completion business from the NexTier merger and our legacy pressure pumping business.

Sequential quarter comparison

Completion services revenues decreased $69.4 million, or 6.8%. The decrease was primarily due to lower activity.

Direct operating costs decreased primarily due to lower utilization.

Selling, general and administrative expense decreased due to realignment of certain support functions embedded within the completion services segment to corporate shared services as well as our continued focus on realizing cost synergies.

Other operating income, net in the first quarter of 2024 was due a gain on legal settlement.

Capital expenditures increased primarily due to spending related to maintenance capital and the timing of order placement that more heavily impacted the first quarter of 2024.

Year-over-year quarter comparison

The changes for the three months ended March 31, 2024 as compared to March 31, 2023 can be primarily attributed to the NexTier merger, which closed on September 1, 2023. The NexTier merger had a material impact on our reported results of operations. The results for the three months ended March 31, 2024 represent the combination of the well completion business from the NexTier merger and our legacy pressure pumping business. Due to the full integration of our legacy pressure pumping business into the NexTier legal entity in the first quarter of 2024, we are unable to provide a meaningful year-over-year comparison excluding the impact of the NexTier merger.

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	Three Months Ended						% Change
	March 31,		December 31,		March 31,
Drilling Products	2024		2023		2023		Sequential		Year-over-year

	(dollars in thousands)
Revenues	$	89,973	$	88,109	$	—	2.1	%	NA
Direct operating costs	48,630		49,484		—		(1.7)	%	NA
Adjusted gross profit (1)	41,343		38,625		—		7.0	%	NA
Selling, general and administrative	7,661		7,494		—		2.2	%	NA
Depreciation, amortization and impairment	27,182		31,392		—		(13.4)	%	NA
Operating income (loss)	$	6,500	$	(261)	$	—	NA		NA
Capital expenditures	$	15,586	$	16,632	$	—	(6.3)	%	NA

(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.

Sequential quarter comparison

Revenues and direct operating costs were relatively flat between sequential quarters.

Direct operating costs and depreciation, amortization and impairment were approximately $2.2 million and $5.8 million higher than they would have otherwise been for the three months ended March 31, 2024, respectively, as a result of the step up to fair value of our drill bits in accordance with purchase accounting. For the three months ended December 31, 2023, direct operating costs and depreciation, amortization and impairment were approximately $5.2 million and $9.8 million higher, respectively, as a result of the step up to fair value of our drill bits.

Depreciation, amortization and impairment decreased primarily due to the step up to fair value of our drill bits, which has a diminishing impact with the passage of time.

Year-over-year quarter comparison

The results of our drilling products segment reflect the operations of our Ulterra acquisition, which closed on August 14, 2023. As such, there were no comparable results for the three months ended March 31, 2023.


	Three Months Ended						% Change
	March 31,		December 31,		March 31,
Other	2024		2023		2023		Sequential		Year-over-year

	(dollars in thousands)
Revenues	$	17,817	$	18,253	$	20,807	(2.4)	%	(14.4)	%
Direct operating costs	11,178		10,712		11,282		4.4	%	(0.9)	%
Adjusted gross profit (1)	6,639		7,541		9,525		(12.0)	%	(30.3)	%
Selling, general and administrative	240		232		235		3.4	%	2.1	%
Depreciation, depletion, amortization and impairment	5,411		6,291		7,323		(14.0)	%	(26.1)	%
Operating income	$	988	$	1,018	$	1,967	(2.9)	%	(49.8)	%
Capital expenditures	$	3,797	$	6,258	$	5,223	(39.3)	%	(27.3)	%

(1)Adjusted gross profit is defined as revenues less direct operating costs (excluding depreciation, depletion, amortization and impairment expense). See Non-GAAP Financial Measures below for a reconciliation of GAAP gross profit to adjusted gross profit by segment.

Sequential quarter comparison

Depreciation, depletion, amortization and impairment decreased primarily due to a $0.8 million impairment recorded in our oil and natural gas properties business in the fourth quarter of 2023.

Year-over-year quarter comparison

Revenue decreased due to a lower volume of services provided by our oilfield rentals business.

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Depreciation, depletion, amortization and impairment decreased primarily due to a $2.0 million impairment in our oil and natural gas business recorded in the first quarter of 2023. There was no impairment in the first quarter of 2024.


	Three Months Ended						% Change
	March 31,		December 31,		March 31,
Corporate	2024		2023		2023		Sequential		Year-over-year

	(dollars in thousands)
Selling, general and administrative	$	42,240	$	36,445	$	23,791	15.9	%	77.5	%
Merger and integration expense	$	12,233	$	19,949	$	—	(38.7)	%	NA
Depreciation	$	1,338	$	1,262	$	3,539	6.0	%	(62.2)	%
Other operating income, net	$	(1,312)	$	(6,444)	$	(5,588)	(79.6)	%	(76.5)	%
Credit loss expense	$	5,231	$	842	$	—	521.3	%	NA
Interest income	$	2,189	$	1,539	$	1,240	42.2	%	76.5	%
Interest expense, net of amount capitalized	$	(18,335)	$	(18,681)	$	(8,826)	(1.9)	%	107.7	%
Other income (expense)	$	850	$	(1,293)	$	1,486	NA		(42.8)	%
Capital expenditures	$	1,388	$	1,541	$	1,674	(9.9)	%	(17.1)	%

Sequential quarter comparison

Selling, general and administrative expense increased primarily due to incremental headcount as a result of the realignment of certain support functions embedded within the completion services segment to a corporate shared services model.

Merger and integration expense had a diminishing impact due to the passage of time since closing the NexTier merger and the Ulterra acquisition in third quarter of 2023.

Other operating income, net decreased primarily due to a $5.2 million favorable legal settlement in the fourth quarter of 2023.

Year-over-year quarter comparison

Selling, general and administrative expense increased primarily due to incremental headcount for corporate functions as a result of the NexTier merger and the Ulterra acquisition.

Merger and integration expense increased due to the NexTier merger and the Ulterra acquisition. The increase was primarily attributable to compensation associated with severance payments.

Other operating income, net decreased primarily due to a $6.5 million reversal of cumulative compensation costs associated with certain performance-based restricted stock units in the first quarter of 2023.

Credit loss expense increased due to a deterioration in the financial condition of a customer.

Interest expense increased primarily due to the offering of 2033 Notes in the third quarter of 2023. See Note 9 of Notes to unaudited condensed consolidated financial statements for additional information on our long-term debt.

Income Taxes

Our effective income tax rate for the three months ended March 31, 2024 was 27.9%, compared with 33.6% for the three months ended December 31, 2023. The difference in effective income tax rates was primarily attributable to the impact of valuation allowances on deferred tax assets between periods.

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Our effective income tax rate for the three months ended March 31, 2024 was 27.9%, compared with 16.8% for the three months ended March 31, 2023. The difference in effective income tax rates was primarily attributable to the impact of valuation allowances on deferred tax assets between periods. In addition, the difference in effective income tax rates was attributable to the impact of permanent differences against earnings between periods.

Liquidity and Capital Resources

Our primary sources of liquidity are cash and cash equivalents, availability under our revolving credit facility and cash provided by operating activities. As of March 31, 2024, we had approximately $438 million in working capital, including $170 million of cash and cash equivalents, and approximately $548 million available under our revolving credit facility.

As part of the NexTier merger, we assumed the obligations of NexTier Completions Solutions Inc. (“NCS”) under a Master Loan and Security Agreement (as amended, the “Master Agreement”) with Caterpillar Financial Services Corporation. The Master Agreement allows NCS to enter into secured equipment financing term loans from time to time (the “Equipment Loans”). The Equipment Loans may be drawn in multiple tranches, with each loan evidenced by a separate promissory note. The Master Agreement and the Equipment Loans contain customary affirmative and negative covenants, including limitations on further encumbrance of the collateral other than the applicable loans under the Master Agreement. We were in compliance with these covenants at March 31, 2024. The Equipment Loans bear interest at a rate of 5.25% per annum, and we pay interest on the 1st of each month. The Equipment Loans will mature on June 1, 2025.

On April 5, 2024, we entered into the Commitment Increase Agreement, which increased the commitments under our Credit Agreement to $615 million. The maturity date for $567 million of such commitments is March 27, 2026; and the maturity date for $48.3 million of such commitments is March 27, 2025.

On August 29, 2023, we entered into Amendment No. 4 to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), which, among other things, extended the maturity date for $85 million of revolving credit commitments of certain lenders under the Credit Agreement from March 27, 2025 to March 27, 2026.

The Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to $615 million ($550 million at March 31, 2024), including a letter of credit facility that, at any time outstanding, is limited to $100 million and a swing line facility that, at any time outstanding, is limited to the lesser of $50 million and the amount of the swing line provider’s unused commitment.

Loans under the Credit Agreement bear interest by reference, at our election, to the SOFR rate (subject to a 0.10% per annum adjustment) or base rate, in each case subject to a 0% floor. The applicable margin on SOFR rate loans varies from 1.00% to 2.00% and the applicable margin on base rate loans varies from 0.00% to 1.00%, in each case determined based on our credit rating. As of March 31, 2024, the applicable margin on SOFR rate loans was 1.75% and the applicable margin on base rate loans was 0.75%. A letter of credit fee is payable by us equal to the applicable margin for SOFR rate loans times the daily amount available to be drawn under outstanding letters of credit. The commitment fee rate payable to the lenders varies from 0.10% to 0.30% based on our credit rating.

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percentage, not exceed 50% as of the last day of each fiscal quarter. The Credit Agreement generally defines the total debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the end of the most recently ended fiscal quarter. We were in compliance with these covenants at March 31, 2024.

On March 16, 2015, we entered into a Reimbursement Agreement (the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which we may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of March 31, 2024, we had $82.8 million in letters of credit outstanding under the Reimbursement Agreement.

We had $87.2 million of outstanding letters of credit at March 31, 2024, which was comprised of $82.8 million outstanding under the Reimbursement Agreement, $2.5 million outstanding under the Credit Agreement, and $2.5 million outstanding with financial institutions providing for short-term borrowing capacity, overdraft protection and bonding requirements. We maintain these letters of credit primarily for the benefit of various insurance companies as collateral for retrospective premiums and retained losses which could become payable under terms of the underlying insurance contracts and compliance with contractual obligations. These letters of credit expire annually at various times during the year and are typically renewed. As of March 31, 2024, no amounts had been drawn under the letters of credit.

Our outstanding long-term debt at March 31, 2024 was $1.2 billion and consisted of $483 million of our 2028 Notes, $345 million of our 2029 Notes, $400 million of our 2033 Notes and $14.7 million of our Equipment Loans. We were in compliance with all covenants under the associated agreements and indentures at March 31, 2024.

For a full description of the Credit Agreement, the Reimbursement Agreement, the 2028 Notes, the 2029 Notes, the 2033 Notes and the Equipment Loans, see Note 9 of Notes to unaudited condensed consolidated financial statements.

Cash Requirements

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, pay cash dividends and repurchase our common stock and senior notes for at least the next 12 months.

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

A portion of our capital expenditures can be adjusted and managed by us to match market demand and activity levels. For the second quarter, we expect total capital expenditures of approximately $180 million.

We anticipate $59.3 million of expenditures for the remainder of 2024 related to various contractual obligations such as certain commitments to purchase proppants and lease liabilities.

The majority of these expenditures are expected to be used for normal, recurring items necessary to support our business.

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During the three months ended March 31, 2024, our sources of cash flow included:

•$366 million from operating activities, and

•$2.4 million in proceeds from the disposal of property and equipment.

During the three months ended March 31, 2024, our uses of cash flow included:

•$227 million to make capital expenditures for the betterment and refurbishment of drilling services and completion services equipment and, to a much lesser extent, equipment for our other businesses, to acquire and procure equipment to support our drilling services, completion services, drilling products, and other operations,

•$97.8 million for repurchases of our common stock,

•$32.6 million to pay dividends on our common stock, and

•$27.2 million for finance lease payments.

We paid cash dividends during the three months ended March 31, 2024 as follows:


	Per Share		Total
			(in thousands)
Paid on March 15, 2024	$	0.08	$	32,553

On May 1, 2024, our Board of Directors approved a cash dividend on our common stock in the amount of $0.08 per share to be paid on June 17, 2024 to holders of record as of June 3, 2024. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend to improve our financial flexibility and position our company for long-term success. There can be no assurance that we will pay a dividend in the future.

We may, at any time and from time to time, seek to retire or purchase our outstanding debt for cash through open-market purchases, privately negotiated transactions, redemptions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of March 31, 2024, we had remaining authorization to purchase approximately $945 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.

Treasury stock acquisitions during the three months ended March 31, 2024 were as follows (dollars in thousands):


	Shares	Cost
Treasury shares at beginning of period	105,580,011	$	1,657,675
Purchases pursuant to stock buyback program	8,354,902	94,352
Acquisitions pursuant to long-term incentive plans (1)	395,813	4,261
Treasury shares at end of period	114,330,726	$	1,756,288

(1)We withheld 395,813 shares during the first quarter of 2024 with respect to employees’ tax withholding obligations upon the vesting of restricted stock units. These shares were acquired at fair market value. These acquisitions were made pursuant to the terms of the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan, as amended, the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan and the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan and not pursuant to the stock buyback program.

Commitments — As of March 31, 2024, we had commitments to purchase major equipment totaling approximately $158 million. Our completion services segment has entered into agreements to purchase minimum quantities of proppants from certain

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vendors. As of March 31, 2024, the remaining minimum obligation under these agreements was approximately $31.8 million, of which approximately $25.9 million, $4.0 million, and $2.0 million relate to the remainder of 2024, 2025 and 2026, respectively.

See Note 10 of Notes to unaudited condensed consolidated financial statements for additional information on our current commitments and contingencies as of March 31, 2024.

Operating lease liabilities totaled $54.1 million and finance lease liabilities totaled $33.3 million as of March 31, 2024.

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.

Non-GAAP Financial Measures

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 (“GAAP”). We define Adjusted EBITDA as net income plus income tax expense, net interest expense, depreciation, depletion, amortization and impairment expense and merger and integration expense. We present Adjusted EBITDA as a supplemental disclosure 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 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 GAAP measure of net income. Our computations of Adjusted EBITDA may not be the same as similarly titled measures of other companies. Set forth below is a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measure of net income.


	Three Months Ended
	March 31,		December 31,		March 31,
	2024		2023		2023

	(in thousands)
Net income	$	51,706	$	61,938	$	99,678
Income tax expense	19,997		31,332		20,185
Net interest expense	16,146		17,142		7,586
Depreciation, depletion, amortization and impairment	274,956		278,787		128,180
Merger and integration expense	12,233		19,949		—
Adjusted EBITDA	$	375,038	$	409,148	$	255,629

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Adjusted Gross Profit

We define “Adjusted gross profit” as revenues less direct operating costs (excluding depreciation, depletion, amortization and impairment expense). Adjusted gross profit is included as a supplemental disclosure because it is a useful indicator of our operating performance.


	Drilling Services		Completion Services		Drilling Products		Other

	(in thousands)
For the three months ended March 31, 2024
Revenues	$	457,573	$	944,997	$	89,973	$	17,817
Less direct operating costs	(271,737)		(745,594)		(48,630)		(11,178)
Less depreciation, depletion, amortization and impairment	(92,345)		(148,680)		(27,182)		(5,411)
GAAP gross profit	93,491		50,723		14,161		1,228
Depreciation, depletion, amortization and impairment	92,345		148,680		27,182		5,411
Adjusted gross profit	$	185,836	$	199,403	$	41,343	$	6,639

For the three months ended December 31, 2023
Revenues	$	463,598	$	1,014,357	$	88,109	$	18,253
Less direct operating costs	(276,439)		(782,482)		(49,484)		(10,712)
Less depreciation, depletion, amortization and impairment	(91,951)		(147,891)		(31,392)		(6,291)
GAAP gross profit	95,208		83,984		7,233		1,250
Depreciation, depletion, amortization and impairment	91,951		147,891		31,392		6,291
Adjusted gross profit	$	187,159	$	231,875	$	38,625	$	7,541

For the three months ended March 31, 2023
Revenues	$	477,727	$	293,268	$	—	$	20,807
Less direct operating costs	(281,261)		(220,116)		—		(11,282)
Less depreciation, depletion, amortization and impairment	(91,293)		(26,025)		—		(7,323)
GAAP gross profit	105,173		47,127		—		2,202
Depreciation, depletion, amortization and impairment	91,293		26,025		—		7,323
Adjusted gross profit	$	196,466	$	73,152	$	—	$	9,525

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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. There have been no material changes to our critical accounting estimates previously disclosed in Item 7 of our Annual Report.

Recently Issued Accounting Standards

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

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

Our revenues, profitability and cash flows are highly dependent upon prevailing prices for oil and natural gas and expectations about future prices. The current demand for equipment and services remains dependent on macro conditions, including commodity prices, geopolitical environment, inflationary pressures, economic conditions in the United States and elsewhere, as well as customer consolidation and focus by exploration and production companies and service companies on capital returns. Commodity price volatility in the second quarter of 2023 resulted in a decline in industry activity; commodity prices subsequently increased during the third quarter before declining in the fourth quarter of 2023. Oil prices increased during the first quarter of 2024, while natural gas prices declined significantly. Oil prices averaged $77.50 per barrel in the first quarter of 2024, as compared to $78.53 per barrel in the fourth quarter of 2023. Natural gas prices (based on the Henry Hub Spot Market Price) averaged $2.31 per MMBtu in the first quarter of 2024 as compared to an average of $2.74 per MMBtu in the fourth quarter of 2023.

In light of these and other factors, 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, and willingness to deploy, 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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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We may be exposed to certain market risks arising from the use of financial instruments in the ordinary course of business. For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report. There have been no material changes in our exposure to market risk.

As of March 31, 2024, we would have had exposure to interest rate market risk associated with any outstanding borrowings and letters of credit that we had under the Credit Agreement and amounts owed under the Reimbursement Agreement.

Under the terms of the Reimbursement Agreement, we will reimburse Scotiabank on demand for any amounts that Scotiabank has disbursed under any of our letters of credit issued thereunder. We are obligated to pay 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.

Some of our revenues in foreign countries are denominated in U.S. dollars, and therefore, changes in foreign currency exchange rates impact our earnings to the extent that costs associated with those U.S. dollar revenues are denominated in the local currency. Similarly, some of our revenues are denominated in foreign currencies, but have associated U.S. dollar costs, which also give rise to foreign currency exchange rate exposure.

The carrying values of cash and cash equivalents, trade receivables and accounts payable approximate fair value due to the short-term maturity of these items.

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ITEM 4. Controls and Procedures

Disclosure Controls and Procedures — We maintain disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), designed to ensure that the information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10‑Q. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting —There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

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PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth the information with respect to purchases of our common stock made by us during the quarter ended March 31, 2024.


Period Covered	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands) (2)
January 2024	2,838,969	$	10.59	2,450,804	$	179,784
February 2024	2,203,997	$	11.11	2,199,317	$	988,576
March 2024	3,707,749	$	11.88	3,704,781	$	944,550
Total	8,750,715			8,354,902

(2)In September 2013, our Board of Directors approved a stock buyback program. In February 2024, our Board of Directors approved an increase of the authorization under the stock buyback program to allow for an aggregate of $1.0 billion of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the buyback program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program.

ITEM 5. Other Information

(c)During the three months ended March 31, 2024, certain of our officers and directors listed below adopted or terminated trading arrangements for the sale of shares of our common stock in amounts and prices determined in accordance with a formula set forth in each such plan:

Plans

Number of
Shares to
be Sold

Name and Title

Action

Date

Rule
10b5-1

Non-Rule
10b5-1

Expiration

Robert Drummond, Jr.,

Director

Adoption

March 19, 2024

1,250,000

March 20, 2026

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ITEM 6. Exhibits

The following exhibits are filed herewith or incorporated by reference, as indicated:








3.1			Restated Certificate of Incorporation (filed September 1, 2023 as Exhibit 3.3 to our Current Report on Form 8-K and incorporated herein by reference).

3.2			Amended and Restated Bylaws of Patterson-UTI Energy, Inc., effective June 14, 2023 (filed June 15, 2023 as Exhibit 3.1 to our Current Report on Form 8-K and incorporated herein by reference).

10.1*			Commitment Increase Agreement, dated April 5, 2024, by and among Patterson-UTI Energy, Inc., Citibank, N.A., HSBC Bank USA, National Association, Wells Fargo Bank, N.A., as administrative agent, letter of credit issuer and swing line lender and the other letter of credit issuers party thereto.

31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1**			Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.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.

101.SCH*			Inline XBRL Taxonomy Extension Schema Document

101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, has been formatted in Inline XBRL.


*			filed herewith.
**			furnished herewith.
+			management contact or compensatory plan.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PATTERSON-UTI ENERGY, INC.

	By:	/s/ C. Andrew Smith
		C. Andrew Smith
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Accounting Officer and Duly Authorized Officer)

Date: May 6, 2024