PATTERSON UTI ENERGY INC (Form: 8-K, Received: 07/23/2020 06:08:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2020

Patterson-UTI Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-39270	75-2504748
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10713 W. Sam Houston Pkwy N, Suite 800, Houston, Texas		77064
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 281-765-7100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
Preferred Stock Purchase Rights		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 of this report is incorporated into this Item 1.01 by reference.

Item 2.02 Results of Operations and Financial Condition.

On July 23, 2020, Patterson-UTI Energy, Inc. (the “Company”) announced financial results for the three and six months ended June 30, 2020. The press release, dated July 23, 2020, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The Company and Continental Stock Transfer & Trust Company (the “Rights Agent”) entered into an amendment, effective as of July 22, 2020 (the “Amendment”), to the Stockholder Rights Agreement, dated as of April 22, 2020 (the “Rights Agreement”), by and between the Company and the Rights Agent.

The Amendment revises the definition of “Acquiring Person” in the Rights Agreement to exclude Excluded Persons. The Amendment defines “Excluded Persons” as BlackRock, Inc. (collectively with the investment funds and accounts for which it acts or may act as manager and/or investment advisor, “BlackRock”) and The Vanguard Group, Inc. (together with the investment funds and accounts for which it acts or may act as manager and/or investment advisor, “Vanguard”). The Board of Directors of the Company may determine, in its sole discretion, that BlackRock or Vanguard is no longer an “Excluded Person” if any of the representations, warranties, conditions or provisions in letter agreements between the Company and BlackRock or Vanguard, respectively, are breached or cease to true, correct and complete in all material respects. Under each letter agreement, BlackRock and Vanguard represent, respectively, among other things, that:

•

Such investor will not acquire 20% or more of the then-outstanding common stock of the Company (the “Common Stock”);

•

No single fund of such investor holds or will hold an economic interest (taking into account the ownership rules of Section 382 of the Internal Revenue Code) of 4.9% or more of the Common Stock, other than as disclosed to the Company; and

•

Such investor will only acquire beneficial ownership of Common Stock in the ordinary course of business and not with the purpose or effect of changing or influencing control of the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 to this report and which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

4.1		First Amendment to Stockholder Rights Agreement, dated as of July 22, 2020, by and between Patterson-UTI Energy, Inc. and Continental Stock Transfer & Trust Company, as rights agent.

99.1		Press Release dated July 23, 2020 announcing financial results for the three and six months ended June 30, 2020.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	Patterson-UTI Energy, Inc.

July 23, 2020	By:	/s/ C. Andrew Smith
		Name: C. Andrew Smith
		Title: Executive Vice President and Chief Financial Officer

Exhibit 4.1

FIRST AMENDMENT TO

STOCKHOLDER RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT, dated as of July 22, 2020 (this “Amendment”), is by and between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company as rights agent (the “Rights Agent”). This Amendment amends that certain Stockholder Rights Agreement, dated as of April 22, 2020 (the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

RECITALS

WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Stock Acquisition Date, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights;

WHEREAS, pursuant to Section 27 of the Rights Agreement, any supplement or amendment to the Rights Agreement must be duly executed by the Company and the Rights Agent in order to be effective;

WHEREAS, to the knowledge of the Company, the Stock Acquisition Date has not yet occurred;

WHEREAS, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company that states that this Amendment complies with the terms of the Rights Agreement and has requested that the Rights Agent execute this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:

Section 1.Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:

(a)The first sentence in the definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby deleted and replaced with the following:

“Acquiring Person” shall mean any Person which, together with all of its Related Persons, is the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding, but shall exclude (x) Exempt Persons, (y) Grandfathered Persons and (z) Excluded Persons.

(b)The following is added as a new definition to Section 1 of the Rights Agreement:

“Excluded Person” shall mean (x) BlackRock, Inc. (collectively with all of the investment funds and accounts for which it acts or may in the future act, as manager and/or investment advisor, “BlackRock”) and (y) The Vanguard Group, Inc. (collectively with all of the investment funds and accounts for which it acts or may in the future act, as manager and/or investment advisor, “Vanguard”); provided, however, that the Board may determine, in its sole and absolute discretion, that BlackRock or Vanguard will cease to be an “Excluded Person” immediately upon such determination if any of the representations, warranties, conditions or provisions contained in the Rights Agreement Reliance Letter dated July 22, 2020 by and between the Company and BlackRock, Inc. (and any amendments thereto) or the Rights Agreement Reliance Letter dated July 22, 2020 by and between the Company and The Vanguard Group, Inc. (and any amendments thereto), respectively, are breached or cease to be true, correct and complete in all material respects.

Section 2.Remaining Terms; Controlling Agreement. All other provisions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. From and after the execution and delivery of this Amendment, any references to the Rights Agreement in the Rights Agreement and

other agreements or instruments shall be deemed to refer to the Rights Agreement as amended pursuant to this Amendment. In the event of any conflict between the terms of this Amendment and the Rights Agreement, this Amendment shall control.

Section 3.Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 4.Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

Section 5.Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 6.Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed signature page of the Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

Patterson-UTI Energy, Inc.

By:/s/ C. Andrew Smith
Name: C. Andrew Smith
Title:Executive Vice President and Chief

Financial Officer

Continental Stock Transfer & Trust Company

By:/s/ Erika Young
Name: Erika Young
Title:Vice President

Signature Page to First Amendment to Stockholder Rights Agreement

Exhibit 99.1

Contact: Mike Drickamer

Vice President, Investor Relations

Patterson-UTI Energy, Inc.

(281) 765-7170

Patterson-UTI Energy Reports Financial Results for the Three and Six Months Ended June 30, 2020

HOUSTON, Texas – July 23, 2020 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the three and six months ended June 30, 2020. The Company reported a net loss of $150 million, or $0.81 per share, for the second quarter of 2020, compared to a net loss of $49.4 million, or $0.24 per share, for the second quarter of 2019. Excluding items discussed below, the net loss for the second quarter would have been $105 million, or $0.56 per share. Revenues for the second quarter of 2020 were $250 million, compared to $676 million for the second quarter of 2019.

For the six months ended June 30, 2020, the Company reported a net loss of $585 million, or $3.10 per share, compared to a net loss of $78.1 million, or $0.37 per share, for the six months ended June 30, 2019. Revenues for the six months ended June 30, 2020 were $696 million, compared to $1.4 billion for the same period in 2019.

Financial results for the three and six months ended June 30, 2020 include second quarter, pre-tax charges totaling $55.8 million ($49.4 million after-tax, or $0.26 per share), consisting of $38.3 million of restructuring costs and impairment charges totaling $17.5 million. The impairment charges include a $9.2 million charge in other operating expense to reduce the carrying value on our balance sheet of a deposit for future sand purchases and an $8.3 million impairment charge related to the closing of the Company’s Canadian drilling operations. Partially offsetting these charges is a pre-tax gain of $4.2 million ($3.7 million after-tax or $0.02 per share) included in other operating income from the realization of insurance proceeds.

Andy Hendricks, Patterson-UTI’s Chief Executive Officer, stated, “We are very pleased with our performance during the second quarter in both contract drilling and pressure pumping. With our largest business, contract drilling, we are especially pleased with our results, as we were able to act quickly to reduce costs and increase margins. We greatly appreciate our strong customer base for their support, and we believe we have seen improvements in market share in active contract drilling rigs and in pressure pumping spreads as a result of the strength of our commercial relationships. Additionally, we were able to increase our cash on hand at the end of the quarter by $95 million to $247 million.

We have acted decisively to scale down our business in order to reduce indirect support costs by what we estimate will be approximately $100 million annually. On a quarterly run rate basis, we expect to recognize substantially all of the cost savings in the third quarter.”

Mr. Hendricks continued, “In contract drilling, our average rig count for the second quarter was 82 rigs, which was in line with our expectation. Recently, the rate of decline in the industry rig count has slowed, and we believe our rig count has stabilized. We expect that our rig count for the third quarter will average 59 rigs, in line with our current rig count.

“Profitability within our contract drilling segment exceeded our expectations during the second quarter. Average rig revenue per day of $22,970 and average rig margin per day of $11,280 both include the benefit of $8.6 million of lump-sum early-termination revenue during the quarter.

“Given our longer-term outlook for the western Canadian market, we closed our Canadian drilling operations during the second quarter. We are currently marketing those assets for sale.

“As of June 30, 2020, we had term contracts for drilling rigs providing for approximately $335 million of future dayrate drilling revenue. Based on contracts currently in place, we expect an average of 51 rigs operating under term contracts during the third quarter and an average of 38 rigs operating under term contracts during the four quarters ending June 30, 2021.

“In pressure pumping, despite challenging market conditions during the second quarter, both activity and profitability were in line with our expectations. Pressure pumping revenues were $59.5 million and gross margin was $3.3 million during the second quarter.

“Pressure pumping restructuring costs during the second quarter were $31.3 million and included expenses for closing and consolidating facilities, severance, and exiting contracts with vendors that we no longer intend to utilize. We believe these changes are structural to the business and will result in significant cost savings, making our pressure pumping segment leaner and more competitive.

“In directional drilling, revenues were $11.7 million and operating costs were $12.3 million. Directional drilling restructuring costs during the second quarter were $3.2 million, and we expect to reduce annual directional drilling operating expenses by approximately $10 million.”

Mr. Hendricks concluded, “While oilfield services activity declined at a record pace, I am pleased with our team’s response to align our structure with the changing activity levels, our better than expected margin results, and our continued strong liquidity position. Our liquidity at June 30, 2020 improved to $847 million, including $247 million of cash and $600 million of availability under our undrawn revolver. Patterson-UTI is well positioned to emerge from this downturn even stronger.”

The Company declared a quarterly dividend on its common stock of $0.02 per share, payable on September 17, 2020, to holders of record as of September 3, 2020.

Financial results for the six months ended June 30, 2020 also include pre-tax, non-cash impairment charges totaling $406 million that were incurred during the first quarter.

All references to "per share" in this press release are diluted earnings per common share as defined within Accounting Standards Codification Topic 260.

The Company's quarterly conference call to discuss the operating results for the quarter ended June 30, 2020, is scheduled for today, July 23, 2020, at 9:00 a.m. Central Time. The dial-in information for participants is (844) 494-0002 (Domestic) and (647) 253-8640 (International). The conference ID for both numbers is 2556839. The call is also being webcast and can be accessed through the Investor Relations section of the Company’s website at https://investor.patenergy.com. A replay of the conference call will be on the Company’s website for two weeks.

About Patterson-UTI

Patterson-UTI is a leading provider of oilfield services and products to oil and natural gas exploration and production companies in the United States, including contract drilling, pressure pumping and directional drilling services. For more information, visit www.patenergy.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Patterson-UTI’s current beliefs, expectations or intentions regarding future events. Words such as “anticipate,” “believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “project,” “pursue,” “should,” “strategy,” “target,” or “will,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding Patterson-UTI’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Patterson-UTI's control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: adverse oil and natural gas industry conditions, including the rapid decline in crude oil prices as a result of economic repercussions from the recent COVID-19 pandemic; volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for Patterson-UTI’s services and their associated effect on rates, utilization, margins and planned capital expenditures; global economic conditions; excess availability of land drilling rigs and pressure pumping equipment, including as a result of low commodity prices, reactivation, improvement or construction; liabilities from operations; weather; decline in, and ability to realize, backlog; equipment specialization and new technologies, including the ability to develop and obtain satisfactory returns from new technology; shortages, delays in delivery and interruptions of supply of equipment and materials; ability to hire and retain personnel; loss of, or reduction in business with, key customers; cybersecurity risk; difficulty with growth and in integrating acquisitions and new technology; governmental regulation; perception of sustainability practices; product liability; legal proceedings, including technology disputes, and actions by governmental or other regulatory agencies; political, economic and social instability risk; ability to effectively identify and enter new markets; dependence on our subsidiaries to meet our long-term debt obligations; variable rate indebtedness risk; ability to maintain credit rating and service debt; stock price volatility; anti-takeover measures in our charter documents; contingent tax liabilities; and ability to use net operating losses.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Patterson-UTI’s SEC filings. Patterson-UTI’s filings may be obtained by contacting Patterson-UTI or the SEC or through Patterson-UTI’s website at http://www.patenergy.com or through the SEC's Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. Patterson-UTI undertakes no obligation to publicly update or revise any forward-looking statement.

PATTERSON-UTI ENERGY, INC.

Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
REVENUES	$	250,380		$	675,765		$	696,307		$	1,379,936
COSTS AND EXPENSES:
Direct operating costs		164,746			467,643			491,374			956,968
Depreciation, depletion, amortization and impairment		173,085			208,688			359,882			423,098
Impairment of goodwill		—			—			395,060			—
Selling, general and administrative		23,991			34,894			54,337			67,449
Credit loss expense		4,551			3,594			5,606			3,594
Restructuring expenses		38,338			—			38,338			—
Other operating expenses (income), net		4,753			9,071			5,204			335

Total costs and expenses		409,464			723,890			1,349,801			1,451,444

OPERATING LOSS		(159,084	)		(48,125	)		(653,494	)		(71,508	)

OTHER INCOME (EXPENSE):
Interest income		334			1,756			991			2,788
Interest expense, net of amount capitalized		(10,984	)		(13,298	)		(22,208	)		(26,282	)
Other		85			92			170			209

Total other expense		(10,565	)		(11,450	)		(21,047	)		(23,285	)

LOSS BEFORE INCOME TAXES		(169,649	)		(59,575	)		(674,541	)		(94,793	)
INCOME TAX BENEFIT		(19,317	)		(10,128	)		(89,487	)		(16,732	)

NET LOSS	$	(150,332	)	$	(49,447	)	$	(585,054	)	$	(78,061	)

NET LOSS PER COMMON SHARE:
Basic	$	(0.81	)	$	(0.24	)	$	(3.10	)	$	(0.37	)
Diluted	$	(0.81	)	$	(0.24	)	$	(3.10	)	$	(0.37	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic		186,633			207,499			188,654			209,671
Diluted		186,633			207,499			188,654			209,671
CASH DIVIDENDS PER COMMON SHARE	$	0.02		$	0.04		$	0.06		$	0.08

PATTERSON-UTI ENERGY, INC.
Additional Financial and Operating Data
(unaudited, dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Contract Drilling:
Revenues	$	171,134		$	348,138		$	438,498		$	720,530
Direct operating costs	$	87,127		$	201,792		$	250,547		$	420,994
Margin ⁽¹⁾	$	84,007		$	146,346		$	187,951		$	299,536
Restructuring expenses	$	2,430		$	—		$	2,430		$	—
Other operating expenses (income), net	$	(4,155	)	$	—		$	(4,155	)	$	—
Selling, general and administrative	$	1,344		$	1,450		$	2,808		$	3,106
Depreciation, amortization and impairment	$	115,130		$	128,402		$	226,568		$	258,719
Impairment of goodwill	$	—		$	—		$	395,060		$	—
Operating income (loss)	$	(30,742	)	$	16,494		$	(434,760	)	$	37,711

Operating days – United States		7,450			14,323			18,638			29,982
Operating days – Canada		—			62			47			190
Operating days – Total		7,450			14,385			18,685			30,172

Average revenue per operating day – United States	$	22.96		$	24.23		$	23.47		$	23.92
Average direct operating costs per operating day – United States	$	11.65		$	14.00		$	13.36		$	13.92
Average margin per operating day – United States ⁽¹⁾	$	11.32		$	10.23		$	10.11		$	9.99
Average rigs operating – United States		82			157			102			166

Average revenue per operating day – Canada	$	—		$	17.74		$	21.11		$	18.23
Average direct operating costs per operating day – Canada	$	—		$	20.55		$	33.04		$	18.59
Average margin per operating day – Canada ⁽¹⁾	$	—		$	(2.81	)	$	(11.94	)	$	(0.37	)
Average rigs operating – Canada		—			1			—			1

Average revenue per operating day – Total	$	22.97		$	24.20		$	23.47		$	23.88
Average direct operating costs per operating day – Total	$	11.69		$	14.03		$	13.41		$	13.95
Average margin per operating day – Total ⁽¹⁾	$	11.28		$	10.17		$	10.06		$	9.93
Average rigs operating – Total		82			158			103			167

Capital expenditures	$	42,501		$	47,664		$	91,946		$	123,389

Pressure Pumping:
Revenues	$	59,533		$	251,008		$	184,640		$	498,609
Direct operating costs	$	56,268		$	206,137		$	171,123		$	408,885
Margin ⁽²⁾	$	3,265		$	44,871		$	13,517		$	89,724
Restructuring expenses	$	31,331		$	—		$	31,331		$	—
Selling, general and administrative	$	1,677		$	3,094		$	4,744		$	6,580
Depreciation, amortization and impairment	$	38,811		$	56,185		$	81,482		$	116,320
Operating loss	$	(68,554	)	$	(14,408	)	$	(104,040	)	$	(33,176	)

Fracturing jobs		35			122			124			286
Other jobs		152			193			361			456
Total jobs		187			315			485			742

Average revenue per fracturing job	$	1,549.71		$	2,028.33		$	1,413.11		$	1,711.92
Average revenue per other job	$	34.82		$	18.40		$	26.08		$	19.73
Average revenue per total job	$	318.36		$	796.85		$	380.70		$	671.98
Average costs per total job	$	300.90		$	654.40		$	352.83		$	551.06
Average margin per total job ⁽²⁾	$	17.46		$	142.45		$	27.87		$	120.92

Margin as a percentage of revenues ⁽²⁾		5.5	%		17.9	%		7.3	%		18.0	%

Capital expenditures	$	1,947		$	38,802		$	16,227		$	70,202

PATTERSON-UTI ENERGY, INC.
Additional Financial and Operating Data
(unaudited, dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Directional Drilling:
Revenues	$	11,742		$	50,218		$	46,227		$	103,177
Direct operating costs	$	12,265		$	42,102		$	44,594		$	87,704
Margin ⁽³⁾	$	(523	)	$	8,116		$	1,633		$	15,473
Restructuring expenses	$	3,175		$	—		$	3,175		$	—
Selling, general and administrative	$	1,010		$	2,536		$	3,340		$	5,193
Depreciation, amortization and impairment	$	9,677		$	10,870		$	20,098		$	21,237
Operating loss	$	(14,385	)	$	(5,290	)	$	(24,980	)	$	(10,957	)

Margin as a percentage of revenues ⁽³⁾		(4.5	%)		16.2	%		3.5	%		15.0	%

Capital expenditures	$	2,044		$	3,450		$	4,052		$	5,562

Other Operations:
Revenues	$	7,971		$	26,401		$	26,942		$	57,620
Direct operating costs	$	9,086		$	17,612		$	25,110		$	39,385
Margin ⁽⁴⁾	$	(1,115	)	$	8,789		$	1,832		$	18,235
Restructuring expenses	$	501		$	—		$	501		$	—
Selling, general and administrative	$	763		$	4,649		$	2,222		$	7,511
Depreciation, depletion, amortization and impairment	$	7,976		$	11,457		$	28,235		$	23,245
Operating loss	$	(10,355	)	$	(7,317	)	$	(29,126	)	$	(12,521	)

Capital expenditures	$	2,808		$	6,230		$	8,072		$	14,003

Corporate:
Selling, general and administrative	$	19,197		$	23,165		$	41,223		$	45,059
Restructuring expenses	$	901		$	—		$	901		$	—
Depreciation	$	1,491		$	1,774		$	3,499		$	3,577
Credit loss expense	$	4,551		$	3,594		$	5,606		$	3,594
Other operating expenses (income), net	$	8,908		$	9,071		$	9,359		$	335

Capital expenditures	$	373		$	773		$	1,304		$	2,104

Total capital expenditures	$	49,673		$	96,919		$	121,601		$	215,260

⁽¹⁾

For Contract Drilling, margin is defined as revenues less direct operating costs and excludes restructuring expenses, depreciation, amortization and impairment, impairment of goodwill, other operating expenses (income), net and selling, general and administrative expenses. Average margin per operating day is defined as margin divided by operating days.

⁽²⁾

For Pressure Pumping, margin is defined as revenues less direct operating costs and excludes restructuring expenses, depreciation, amortization and impairment and selling, general and administrative expenses. Average margin per total job is defined as margin divided by total jobs. Margin as a percentage of revenues is defined as margin divided by revenues.

⁽³⁾

For Directional Drilling, margin is defined as revenues less direct operating costs and excludes restructuring expenses, depreciation, amortization and impairment and selling, general and administrative expenses. Margin as a percentage of revenues is defined as margin divided by revenues.

⁽⁴⁾

For Other Operations, margin is defined as revenues less direct operating costs and excludes restructuring expenses, depreciation, depletion, amortization and impairment, and selling, general and administrative expenses.

	June 30,		December 31,
Selected Balance Sheet Data (unaudited, in thousands):	2020		2019
Cash and cash equivalents	$	246,781	$	174,185
Current assets	$	517,535	$	631,815
Current liabilities	$	272,139	$	400,602
Working capital	$	245,396	$	231,213
Long-term debt	$	967,140	$	966,540

PATTERSON-UTI ENERGY, INC.

Non-U.S. GAAP Financial Measures

(unaudited, dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) ⁽¹⁾:
Net loss	$	(150,332	)	$	(49,447	)	$	(585,054	)	$	(78,061	)
Income tax benefit		(19,317	)		(10,128	)		(89,487	)		(16,732	)
Net interest expense		10,650			11,542			21,217			23,494
Depreciation, depletion, amortization and impairment		173,085			208,688			359,882			423,098
Impairment of goodwill		—			—			395,060			—

Adjusted EBITDA	$	14,086		$	160,655		$	101,618		$	351,799

Total revenues	$	250,380		$	675,765		$	696,307		$	1,379,936
Adjusted EBITDA margin		5.6	%		23.8	%		14.6	%		25.5	%

Adjusted EBITDA by operating segment:
Contract drilling	$	84,388		$	144,896		$	186,868		$	296,430
Pressure pumping		(29,743	)		41,777			(22,558	)		83,144
Directional drilling		(4,708	)		5,580			(4,882	)		10,280
Other operations		(2,379	)		4,140			(891	)		10,724
Corporate		(33,472	)		(35,738	)		(56,919	)		(48,779	)

Consolidated Adjusted EBITDA	$	14,086		$	160,655		$	101,618		$	351,799

⁽¹⁾

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

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2020		2020
Adjusted EBITDA	$	14,086	$	101,618

Reverse certain items:
Impairment of capacity reservation contract		9,207		9,207
Restructuring expenses		38,338		38,338

Adjusted EBITDA, excluding certain charges⁽²⁾	$	61,631	$	149,163

⁽²⁾

We present Adjusted EBITDA, excluding certain charges, in order to convey to investors our performance on a basis that, by excluding certain items, is more comparable to our Adjusted EBITDA performance information reported in previous periods. Adjusted EBITDA, excluding certain charges, should not be construed as an alternative to the U.S. GAAP measure of net income (loss).

PATTERSON-UTI ENERGY, INC.

Pro Forma Net Loss Per Share

(unaudited, dollars in thousands)

	Three Months Ended June 30, 2020
	As Reported						Pro Forma
	Total			Per Share			Total			Per Share⁽¹⁾

Net loss as reported	$	(150,332	)	$	(0.81	)	$	(150,332	)	$	(0.81	)

Reverse certain items:
Restructuring expenses								38,338
Income tax benefit								(4,371	)
After tax amount								33,967		$	0.18

Impairment of property and equipment related to Canadian drilling operations ⁽²⁾								8,255
Income tax benefit								(941	)
After tax amount								7,314		$	0.04

Net gain from the realization of insurance proceeds ⁽³⁾								(4,172	)
Income tax expense								476
After tax amount								(3,696	)	$	(0.02	)

Impairment of capacity reservation contract ⁽⁴⁾								9,207
Income tax benefit								(1,050	)
After tax amount								8,157		$	0.04

Total, after tax								45,742		$	0.25

Net loss attributed to common shareholders	$	(150,332	)	$	(0.81	)	$	(104,590	)	$	(0.56	)

Weighted average number of common shares
outstanding, excluding non-vested shares
of restricted stock		186,633						186,633
Add dilutive effect of potential common shares		—						—
Weighted average number of diluted common
shares outstanding		186,633						186,633

Effective income tax rate		11.4	%					11.4	%

⁽¹⁾

We present pro forma net loss per share in order to convey to investors our performance on a basis that, by excluding certain items, is more comparable to our earnings per share information reported in previous periods. Pro Forma Net Loss per Share should not be construed as an alternative to U.S. GAAP earnings per share.

⁽²⁾

Impairment of property and equipment related to Canadian drilling operations for the three months ended June 30, 2020 was included in “Depreciation, depletion, amortization and impairment” in the Condensed Consolidated Statements of Operations.

⁽³⁾

Net gain from the realization of insurance proceeds for the three months ended June 30, 2020 was included in “Other operating expenses (income), net” in the Condensed Consolidated Statements of Operations.

⁽⁴⁾

Impairment of capacity reservation contract for the three months ended June 30, 2020 was included in “Other operating expenses (income), net” in the Condensed Consolidated Statements of Operations.

PATTERSON-UTI ENERGY, INC.

Contract Drilling Per Day Successive Quarters

(unaudited, dollars in thousands)

	2020		2020
	Second		First
	Quarter		Quarter		Change
Contract drilling revenues	$	171,134	$	267,364	$	(96,230	)
Operating days - Total		7,450		11,235		(3,785	)
Average rigs operating - Total		82		123		(41	)
Average revenue per operating day - Total	$	22.97	$	23.80	$	(0.83	)
Early termination revenues - Total	$	8,612	$	2,087	$	6,525
Early termination revenues per operating day - Total	$	1.16	$	0.19	$	0.97
Average revenue per operating day excluding early termination revenues - Total	$	21.82	$	23.61	$	(1.79	)
Direct operating costs - Total	$	87,127	$	163,420	$	(76,293	)
Average direct operating costs per operating day - Total	$	11.69	$	14.55	$	(2.86	)
Average margin per operating day - Total	$	11.28	$	9.25	$	2.03

PATTERSON-UTI ENERGY, INC.

Directional Drilling Margin

(unaudited, in thousands)

	2020			2020
	Second			First
	Quarter			Quarter		Change

Directional drilling revenues	$	11,742		$	34,485	$	(22,743	)
Direct operating costs		12,265			32,329		(20,064	)
Margin	$	(523	)	$	2,156	$	(2,679	)