Q2false202309/30000004676561212http://fasb.org/us-gaap/2022#SellingGeneralAndAdministrativeExpense
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NOTE 14 SUBSEQUENT EVENTS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2023
OR
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☐ |
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 1-4221
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
73-0679879 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification No.) |
1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma
74119
(Address of principal executive offices) (Zip Code)
(918) 742-5531
(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:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.10 par value) |
HP |
New York Stock Exchange |
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 ☒
No ☐
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 (§ 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 ☒
No ☐
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.
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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. ☐
Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b‑2 of the Exchange
Act). Yes ☐ No ☒
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CLASS |
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OUTSTANDING AT April 20, 2023
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Common Stock, $0.10 par value |
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102,584,517 |
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HELMERICH & PAYNE, INC. |
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INDEX TO FORM 10‑Q |
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Q2FY23 FORM 10-Q
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2
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PART I. FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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HELMERICH & PAYNE, INC. |
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
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March 31, |
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September 30, |
(in thousands except share data and share amounts) |
2023 |
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2022 |
ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$ |
159,672 |
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$ |
232,131 |
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Restricted cash |
53,231 |
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36,246 |
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Short-term investments |
85,090 |
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117,101 |
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Accounts receivable, net of allowance of $6,096 and $2,975,
respectively
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525,611 |
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458,713 |
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Inventories of materials and supplies, net |
99,408 |
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87,957 |
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Prepaid expenses and other, net |
80,090 |
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66,463 |
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Assets held-for-sale |
1,349 |
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4,333 |
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Total current assets |
1,004,451 |
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1,002,944 |
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Investments |
261,960 |
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218,981 |
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Property, plant and equipment, net |
2,931,301 |
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2,960,809 |
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Other Noncurrent Assets: |
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Goodwill |
45,653 |
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45,653 |
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Intangible assets, net |
63,790 |
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67,154 |
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Operating lease right-of-use assets |
37,150 |
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39,064 |
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Other assets, net |
21,428 |
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20,926 |
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Total other noncurrent assets |
168,021 |
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172,797 |
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Total assets |
$ |
4,365,733 |
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$ |
4,355,531 |
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LIABILITIES & SHAREHOLDERS' EQUITY |
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Current Liabilities: |
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Accounts payable |
$ |
160,101 |
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$ |
126,966 |
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Dividends payable |
50,409 |
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26,693 |
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Accrued liabilities |
203,211 |
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241,151 |
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Total current liabilities |
413,721 |
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394,810 |
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Noncurrent Liabilities: |
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Long-term debt, net |
542,734 |
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542,610 |
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Deferred income taxes |
540,316 |
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537,712 |
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Other |
113,156 |
|
|
114,927 |
|
|
|
|
|
Total noncurrent liabilities |
1,196,206 |
|
|
1,195,249 |
|
Commitments and Contingencies (Note 12)
|
|
|
|
Shareholders' Equity: |
|
|
|
Common stock, $0.10 par value, 160,000,000 shares authorized,
112,222,865 shares issued as of March 31, 2023 and
September 30, 2022, and 102,584,517 and 105,293,662 shares
outstanding as of March 31, 2023 and September 30, 2022,
respectively
|
11,222 |
|
|
11,222 |
|
Preferred stock, no par value, 1,000,000 shares authorized, no
shares issued
|
— |
|
|
— |
|
Additional paid-in capital |
509,205 |
|
|
528,278 |
|
Retained earnings |
2,608,100 |
|
|
2,473,572 |
|
Accumulated other comprehensive loss |
(11,560) |
|
|
(12,072) |
|
Treasury stock, at cost, 9,638,348 shares and 6,929,203 shares as
of March 31, 2023 and September 30, 2022,
respectively
|
(361,161) |
|
|
(235,528) |
|
Total shareholders’ equity |
2,755,806 |
|
|
2,765,472 |
|
Total liabilities and shareholders' equity |
$ |
4,365,733 |
|
|
$ |
4,355,531 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31,
|
(in thousands, except per share amounts) |
2023 |
|
2022 |
|
2023 |
|
2022 |
OPERATING REVENUES |
|
|
|
|
|
|
|
Drilling services |
$ |
766,682 |
|
|
$ |
465,370 |
|
|
$ |
1,483,852 |
|
|
$ |
872,904 |
|
Other |
2,540 |
|
|
2,227 |
|
|
5,007 |
|
|
4,475 |
|
|
769,222 |
|
|
467,597 |
|
|
1,488,859 |
|
|
877,379 |
|
OPERATING COSTS AND EXPENSES |
|
|
|
|
|
|
|
Drilling services operating expenses, excluding depreciation and
amortization |
449,110 |
|
|
339,759 |
|
|
877,361 |
|
|
639,411 |
|
Other operating expenses |
1,188 |
|
|
1,181 |
|
|
2,314 |
|
|
2,363 |
|
Depreciation and amortization |
96,255 |
|
|
102,937 |
|
|
192,910 |
|
|
203,374 |
|
Research and development |
8,702 |
|
|
6,387 |
|
|
15,635 |
|
|
12,914 |
|
Selling, general and administrative |
52,855 |
|
|
47,051 |
|
|
101,310 |
|
|
90,766 |
|
Asset impairment charges |
— |
|
|
— |
|
|
12,097 |
|
|
4,363 |
|
Restructuring charges |
— |
|
|
63 |
|
|
— |
|
|
805 |
|
Gain on reimbursement of drilling equipment |
(11,574) |
|
|
(6,448) |
|
|
(27,298) |
|
|
(11,702) |
|
Other (gain) loss on sale of assets |
(2,519) |
|
|
(716) |
|
|
(4,898) |
|
|
313 |
|
|
594,017 |
|
|
490,214 |
|
|
1,169,431 |
|
|
942,607 |
|
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS |
175,205 |
|
|
(22,617) |
|
|
319,428 |
|
|
(65,228) |
|
Other income (expense) |
|
|
|
|
|
|
|
Interest and dividend income |
5,055 |
|
|
3,399 |
|
|
9,760 |
|
|
5,988 |
|
Interest expense |
(4,239) |
|
|
(4,390) |
|
|
(8,594) |
|
|
(10,504) |
|
Gain on investment securities |
39,752 |
|
|
22,132 |
|
|
24,661 |
|
|
69,994 |
|
Loss on extinguishment of debt |
— |
|
|
— |
|
|
— |
|
|
(60,083) |
|
Other |
(743) |
|
|
(476) |
|
|
(1,403) |
|
|
(1,018) |
|
|
39,825 |
|
|
20,665 |
|
|
24,424 |
|
|
4,377 |
|
Income (loss) from continuing operations before income
taxes |
215,030 |
|
|
(1,952) |
|
|
343,852 |
|
|
(60,851) |
|
Income tax expense (benefit) |
51,129 |
|
|
2,672 |
|
|
83,524 |
|
|
(4,896) |
|
Income (loss) from continuing operations |
163,901 |
|
|
(4,624) |
|
|
260,328 |
|
|
(55,955) |
|
Income (loss) from discontinued operations before income
taxes |
139 |
|
|
(352) |
|
|
857 |
|
|
(383) |
|
Income tax expense |
— |
|
|
— |
|
|
— |
|
|
— |
|
Income (loss) from discontinued operations |
139 |
|
|
(352) |
|
|
857 |
|
|
(383) |
|
NET INCOME (LOSS) |
$ |
164,040 |
|
|
$ |
(4,976) |
|
|
$ |
261,185 |
|
|
$ |
(56,338) |
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.45 |
|
|
$ |
(0.53) |
|
Income from discontinued operations |
— |
|
|
— |
|
|
0.01 |
|
|
— |
|
Net income (loss) |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.46 |
|
|
$ |
(0.53) |
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.45 |
|
|
$ |
(0.53) |
|
Income from discontinued operations |
— |
|
|
— |
|
|
0.01 |
|
|
— |
|
Net income (loss) |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.46 |
|
|
$ |
(0.53) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
Basic |
103,968 |
|
|
105,393 |
|
|
104,615 |
|
|
106,494 |
|
Diluted |
104,363 |
|
|
105,393 |
|
|
105,003 |
|
|
106,494 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS) |
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
(in thousands) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Net income (loss) |
$ |
164,040 |
|
|
$ |
(4,976) |
|
|
$ |
261,185 |
|
|
$ |
(56,338) |
|
Other comprehensive income, net of income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change related to employee benefit plans, net of income taxes
of $(0.1) million and $(0.2) million for the three and six months
ended March 31, 2023, respectively, and $(0.1) million and
$(0.2) million for the three and six months ended March 31,
2022, respectively
|
256 |
|
|
394 |
|
|
512 |
|
|
788 |
|
Other comprehensive income |
256 |
|
|
394 |
|
|
512 |
|
|
788 |
|
Comprehensive income (loss) |
$ |
164,296 |
|
|
$ |
(4,582) |
|
|
$ |
261,697 |
|
|
$ |
(55,550) |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY |
|
Three and Six Months Ended March 31, 2023
|
|
Common Stock |
|
Additional
Paid-In
Capital |
|
Retained Earnings |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Treasury Stock |
|
|
(in thousands, except per share amounts) |
Shares |
|
Amount |
|
|
|
|
Shares |
|
Amount |
|
Total |
Balance at September 30, 2022
|
112,222 |
|
|
$ |
11,222 |
|
|
$ |
528,278 |
|
|
$ |
2,473,572 |
|
|
$ |
(12,072) |
|
|
6,929 |
|
|
$ |
(235,528) |
|
|
$ |
2,765,472 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
97,145 |
|
|
— |
|
|
— |
|
|
— |
|
|
97,145 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
256 |
|
|
— |
|
|
— |
|
|
256 |
|
Dividends declared ($0.25 base per share, $0.235 supplemental per
share)
|
— |
|
|
— |
|
|
— |
|
|
(76,611) |
|
|
— |
|
|
— |
|
|
— |
|
|
(76,611) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of restricted stock awards, net of shares withheld for
employee taxes |
— |
|
|
— |
|
|
(22,776) |
|
|
— |
|
|
— |
|
|
(449) |
|
|
13,293 |
|
|
(9,483) |
|
Stock-based compensation |
— |
|
|
— |
|
|
8,273 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,273 |
|
Share repurchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
844 |
|
|
(39,060) |
|
|
(39,060) |
|
Other |
— |
|
|
— |
|
|
(847) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(847) |
|
Balance at December 31, 2022 |
112,222 |
|
|
$ |
11,222 |
|
|
$ |
512,928 |
|
|
$ |
2,494,106 |
|
|
$ |
(11,816) |
|
|
7,324 |
|
|
$ |
(261,295) |
|
|
$ |
2,745,145 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
164,040 |
|
|
— |
|
|
— |
|
|
— |
|
|
164,040 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
256 |
|
|
— |
|
|
— |
|
|
256 |
|
Dividends declared ($0.25 base per share, $0.235 supplemental per
share)
|
— |
|
|
— |
|
|
— |
|
|
(50,046) |
|
|
— |
|
|
— |
|
|
— |
|
|
(50,046) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of restricted stock awards, net of shares withheld for
employee taxes |
— |
|
|
— |
|
|
(11,769) |
|
|
— |
|
|
— |
|
|
(229) |
|
|
6,842 |
|
|
(4,927) |
|
Stock-based compensation |
— |
|
|
— |
|
|
7,431 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,431 |
|
Share repurchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,543 |
|
|
(106,708) |
|
|
(106,708) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
— |
|
|
— |
|
|
615 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
615 |
|
Balance at March 31, 2023
|
112,222 |
|
|
$ |
11,222 |
|
|
$ |
509,205 |
|
|
$ |
2,608,100 |
|
|
$ |
(11,560) |
|
|
9,638 |
|
|
$ |
(361,161) |
|
|
$ |
2,755,806 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(CONTINUED) |
|
Three and Six Months Ended March 31, 2022
|
|
Common Stock |
|
Additional
Paid-In
Capital |
|
Retained Earnings |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Treasury Stock |
|
|
(in thousands, except per share amounts) |
Shares |
|
Amount |
|
|
|
|
Shares |
|
Amount |
|
Total |
Balance at September 30, 2021
|
112,222 |
|
|
$ |
11,222 |
|
|
$ |
529,903 |
|
|
$ |
2,573,375 |
|
|
$ |
(20,244) |
|
|
4,324 |
|
|
$ |
(181,638) |
|
|
$ |
2,912,618 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
(51,362) |
|
|
— |
|
|
— |
|
|
— |
|
|
(51,362) |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
394 |
|
|
— |
|
|
— |
|
|
394 |
|
Dividends declared ($0.25 base per share)
|
— |
|
|
— |
|
|
— |
|
|
(26,807) |
|
|
— |
|
|
— |
|
|
— |
|
|
(26,807) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of restricted stock awards, net of shares withheld for
employee taxes |
— |
|
|
— |
|
|
(21,152) |
|
|
— |
|
|
— |
|
|
(381) |
|
|
17,040 |
|
|
(4,112) |
|
Stock-based compensation |
— |
|
|
— |
|
|
6,218 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,218 |
|
Share repurchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,548 |
|
|
(60,358) |
|
|
(60,358) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
112,222 |
|
|
$ |
11,222 |
|
|
$ |
514,969 |
|
|
$ |
2,495,206 |
|
|
$ |
(19,850) |
|
|
6,491 |
|
|
$ |
(224,956) |
|
|
$ |
2,776,591 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
(4,976) |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,976) |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
394 |
|
|
— |
|
|
— |
|
|
394 |
|
Dividends declared ($0.25 base per share)
|
— |
|
|
— |
|
|
— |
|
|
(26,565) |
|
|
— |
|
|
— |
|
|
— |
|
|
(26,565) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of restricted stock awards, net of shares withheld for
employee taxes |
|
|
— |
|
|
(7,197) |
|
|
— |
|
|
— |
|
|
(161) |
|
|
5,805 |
|
|
(1,392) |
|
Stock-based compensation |
— |
|
|
— |
|
|
7,945 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,945 |
|
Share repurchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
607 |
|
|
(16,641) |
|
|
(16,641) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
— |
|
|
— |
|
|
(946) |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
(946) |
|
Balance at March 31, 2022
|
112,222 |
|
|
$ |
11,222 |
|
|
$ |
514,771 |
|
|
$ |
2,463,665 |
|
|
$ |
(19,456) |
|
|
6,937 |
|
|
$ |
(235,792) |
|
|
$ |
2,734,410 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
7
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS |
|
Six Months Ended March 31, |
(in thousands) |
2023 |
|
2022 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
Net income (loss) |
$ |
261,185 |
|
|
$ |
(56,338) |
|
Adjustment for (income) loss from discontinued
operations |
(857) |
|
|
383 |
|
Income (loss) from continuing operations |
260,328 |
|
|
(55,955) |
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
|
|
|
Depreciation and amortization |
192,910 |
|
|
203,374 |
|
Asset impairment charges |
12,097 |
|
|
4,363 |
|
Amortization of debt discount and debt issuance costs |
664 |
|
|
559 |
|
Loss on extinguishment of debt |
— |
|
|
60,083 |
|
Provision for credit loss |
3,222 |
|
|
669 |
|
|
|
|
|
Stock-based compensation |
15,704 |
|
|
14,163 |
|
Gain on investment securities |
(24,661) |
|
|
(69,994) |
|
Gain on reimbursement of drilling equipment |
(27,298) |
|
|
(11,702) |
|
Other (gain) loss on sale of assets |
(4,898) |
|
|
313 |
|
|
|
|
|
Deferred income tax expense (benefit) |
3,165 |
|
|
(11,597) |
|
|
|
|
|
Other |
2,024 |
|
|
(4,287) |
|
Change in assets and liabilities: |
|
|
|
Accounts receivable |
(70,680) |
|
|
(103,751) |
|
Inventories of materials and supplies |
(12,116) |
|
|
158 |
|
Prepaid expenses and other |
(16,387) |
|
|
(4,068) |
|
Other noncurrent assets |
(1,060) |
|
|
10,375 |
|
Accounts payable |
33,610 |
|
|
32,138 |
|
Accrued liabilities |
(42,614) |
|
|
(29,322) |
|
Deferred income tax liability |
(711) |
|
|
196 |
|
Other noncurrent liabilities |
3,006 |
|
|
(16,777) |
|
Net cash provided by operating activities from continuing
operations |
326,305 |
|
|
18,938 |
|
Net cash used in operating activities from discontinued
operations |
(51) |
|
|
(42) |
|
Net cash provided by operating activities |
326,254 |
|
|
18,896 |
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
Capital expenditures |
(181,479) |
|
|
(104,482) |
|
Other capital expenditures related to assets
held-for-sale |
— |
|
|
(10,550) |
|
Purchase of short-term investments |
(64,418) |
|
|
(68,565) |
|
Purchase of long-term investments |
(18,771) |
|
|
(14,124) |
|
|
|
|
|
Proceeds from sale of short-term investments |
97,744 |
|
|
117,456 |
|
|
|
|
|
|
|
|
|
Proceeds from asset sales |
47,718 |
|
|
34,944 |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
(119,206) |
|
|
(45,321) |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
Dividends paid |
(102,941) |
|
|
(54,007) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for employee taxes on net settlement of equity
awards |
(14,410) |
|
|
(5,503) |
|
Payment of contingent consideration from acquisition of
business |
(250) |
|
|
(250) |
|
Payments for early extinguishment of long-term debt |
— |
|
|
(487,148) |
|
Make-whole premium payment |
— |
|
|
(56,421) |
|
Share repurchases |
(145,013) |
|
|
(76,999) |
|
Other |
(540) |
|
|
(587) |
|
Net cash used in financing activities |
(263,154) |
|
|
(680,915) |
|
Net decrease in cash and cash equivalents and restricted
cash |
(56,106) |
|
|
(707,340) |
|
Cash and cash equivalents and restricted cash, beginning of
period |
269,009 |
|
|
936,716 |
|
Cash and cash equivalents and restricted cash, end of
period |
$ |
212,903 |
|
|
$ |
229,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
8
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
|
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED) |
|
Six Months Ended March 31, |
(in thousands) |
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
Cash paid during the period: |
|
|
|
Interest paid |
$ |
8,919 |
|
|
$ |
10,798 |
|
Income tax paid |
118,090 |
|
|
695 |
|
Income tax received |
25,687 |
|
|
62 |
|
Cash paid for amounts included in the measurement of lease
liabilities: |
|
|
|
Payments for operating leases |
5,970 |
|
|
6,069 |
|
Non-cash operating and investing activities: |
|
|
|
Change in accounts payable and accrued liabilities related to
purchases of property, plant and equipment |
601 |
|
|
(2,431) |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
Q2FY23 FORM 10-Q
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HELMERICH & PAYNE, INC. |
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 1 NATURE OF OPERATIONS
|
Helmerich & Payne, Inc. (“H&P,” which, together with its
subsidiaries, is identified as the “Company,” “we,” “us,” or “our,”
except where stated or the context requires otherwise) through its
operating subsidiaries provides performance-driven drilling
solutions and technologies that are intended to make hydrocarbon
recovery safer and more economical for oil and gas exploration and
production companies.
Our drilling services operations are organized into the following
reportable operating business segments: North America Solutions,
Offshore Gulf of Mexico and International Solutions. Our real
estate operations, our incubator program for new research and
development projects and our wholly-owned captive insurance
companies are included in "Other." Refer to Note 13—Business
Segments and Geographic Information for further details on our
reportable segments.
Our North America Solutions operations are primarily located in
Texas, but also traditionally operate in other states, depending on
demand. Such states include: Colorado, Louisiana, New Mexico, North
Dakota, Ohio, Oklahoma, Pennsylvania, Utah, West Virginia, and
Wyoming. Additionally, Offshore Gulf of Mexico operations are
conducted in Louisiana and in U.S. federal waters in the Gulf of
Mexico and our International Solutions operations have
rigs and/or services primarily located in four international
locations: Argentina, Bahrain, Colombia and the United Arab
Emirates. Our operations in Australia are expected to begin in
the latter half of fiscal year 2023.
We also own and operate a limited number of commercial real estate
properties located in Tulsa, Oklahoma. Our real estate investments
include a shopping center and undeveloped real estate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED RISKS
AND UNCERTAINTIES
|
Interim Financial Information
The accompanying Unaudited Condensed Consolidated Financial
Statements have been prepared in accordance with accounting
principles generally accepted in the United States (“U.S. GAAP”)
and applicable rules and regulations of the Securities and Exchange
Commission (the “SEC”) pertaining to interim financial
information. Accordingly, these interim financial statements
do not include all information or footnote disclosures required by
GAAP for complete financial statements and, therefore, should be
read in conjunction with the Consolidated Financial Statements and
notes thereto in our 2022 Annual Report on Form 10-K and other
current filings with the SEC. In the opinion of management,
all adjustments, consisting of those of a normal recurring nature,
necessary to present fairly the results of the periods presented
have been included. The results of operations for the interim
periods presented may not necessarily be indicative of the results
to be expected for the full year.
Principles of Consolidation
The Unaudited Condensed Consolidated Financial Statements include
the accounts of Helmerich & Payne, Inc. and its domestic and
foreign subsidiaries. Consolidation of a subsidiary begins
when the Company gains control over the subsidiary and ceases when
the Company loses control of the subsidiary. Specifically, income,
expenses and other comprehensive income or loss of a subsidiary
acquired or disposed of during the fiscal year are included in the
Unaudited Condensed Consolidated Statements of Operations and
Unaudited Condensed Consolidated Statements of Comprehensive Income
from the date the Company gains control until the date when the
Company ceases to control the subsidiary. All intercompany accounts
and transactions have been eliminated upon
consolidation.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits
with banks and all highly liquid investments with original
maturities of three months or less. Our cash, cash equivalents
and short-term investments are subject to potential credit risk,
and certain of our cash accounts carry balances greater than the
federally insured limits.
We had restricted cash of $53.2 million and
$27.2 million at March 31, 2023 and 2022, respectively, and
$36.9 million and $19.2 million at September 30, 2022 and
2021, respectively. Of the total at March 31, 2023 and
September 30, 2022, $0.6 million and $1.1 million,
respectively, is related to the acquisition of drilling technology
companies, and $52.6 million and $35.8 million, respectively,
represents an amount management has elected to restrict for the
purpose of potential insurance claims in our wholly-owned captive
insurance companies. The restricted amounts are primarily
invested in short-term money market securities.
Q2FY23 FORM 10-Q
|
10
Cash, cash equivalents, and restricted cash are reflected on the
Unaudited Condensed Consolidated Balance Sheets as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
September 30, |
(in thousands) |
2023 |
|
2022 |
|
2022 |
|
2021 |
Cash and cash equivalents |
$ |
159,672 |
|
|
$ |
202,206 |
|
|
$ |
232,131 |
|
|
$ |
917,534 |
|
Restricted cash |
53,231 |
|
|
26,438 |
|
|
36,246 |
|
|
18,350 |
|
Restricted cash - long-term: |
|
|
|
|
|
|
|
Other assets, net |
— |
|
|
732 |
|
|
632 |
|
|
832 |
|
Total cash, cash equivalents, and restricted cash |
$ |
212,903 |
|
|
$ |
229,376 |
|
|
$ |
269,009 |
|
|
$ |
936,716 |
|
Recently Issued Accounting Updates
Changes to U.S. GAAP are established by the Financial Accounting
Standards Board (“FASB”) in the form of Accounting Standards
Updates ("ASUs") to the FASB Accounting Standards Codification
("ASC"). We consider the applicability and impact of all ASUs. ASUs
not listed below were assessed and determined to be either not
applicable, clarifications of ASUs listed below, immaterial, or
already adopted by the Company.
The following table provides a brief description of recently
adopted accounting pronouncements and our analysis of the effects
on our financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
Standard |
Description |
Date of
Adoption |
Effect on the Financial
Statements or Other Significant Matters |
Recently Adopted Accounting Pronouncements
|
|
ASU
No. 2020-06, Debt with conversion and other options (Subtopic
470-20) and Derivatives and Hedging – Contracts in Entity’s own
equity (subtopic 815-40): Accounting for Convertible Instruments
and Contracts In An Entity’s Own Equity |
This ASU reduces the complexity of accounting for convertible debt
and other equity-linked instruments by reducing the number of
accounting models for convertible debt instruments and convertible
preferred stock. Limiting the accounting models results in fewer
embedded conversion features being separately recognized from the
host contract as compared with current GAAP. Convertible
instruments that continue to be subject to separation models are
(1) those with embedded conversion features that are not clearly
and closely related to the host contract, that meet the definition
of a derivative, and that do not qualify for a scope exception from
derivative accounting and (2) convertible debt instruments issued
with substantial premiums for which the premiums are recorded as
paid-in capital. This update is effective for annual and interim
periods beginning after December 15, 2021.
|
October 1, 2022 |
We adopted this ASU, as required, during the first quarter of
fiscal year 2023. The adoption did not have a material effect on
our Unaudited Condensed Consolidated Financial Statements and
disclosures. |
ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value
Measurement of Equity Securities Subject to Contractual Sale
Restrictions |
The amendments in this update clarify that a contractual
restriction on the sale of an equity security is not considered
part of the unit of account of the equity security and, therefore,
is not considered in measuring fair value (i.e., the entity would
not apply a discount related to the contractual sale restriction).
Furthermore, an entity cannot, as a separate unit of account,
recognize and measure a contractual sale restriction. The following
disclosures for equity securities subject to contractual sale
restrictions will be required: (1) the fair value of the equity
securities subject to contractual sale restrictions reflected in
the balance sheet, (2) the nature and remaining duration of the
restriction(s), and (3) the circumstances that could cause a lapse
in the restriction(s). This update is effective for annual and
interim periods beginning after December 15, 2023. |
October 1, 2022 |
We early adopted this ASU during the first quarter of fiscal year
2023. The adoption did not have a material effect on our Unaudited
Condensed Consolidated Financial Statements and
disclosures.
|
Q2FY23 FORM 10-Q
|
11
Self-Insurance
Our wholly-owned insurance captives (the "Captives") incurred
direct operating costs consisting primarily of adjustments to
accruals for estimated losses of $1.7 million and $1.8 million for
the three months ended March 31, 2023 and 2022, respectively,
and $4.7 million and $(0.4) million for the six months ended March
31, 2023 and 2022, respectively, and rig and casualty insurance
premiums of $10.9 million and $7.9 million during the three months
ended March 31, 2023 and 2022 respectively, and $20.9 million
and $16.7 million for the six months ended March 31, 2023 and 2022.
These operating costs were recorded within drilling services
operating expenses in our Unaudited Condensed Consolidated
Statement of Operations. Intercompany premium revenues recorded by
the Captives during the three months ended March 31, 2023 and
2022 amounted to $17.7 million and $13.2 million respectively, and
$34.1 million and $26.9 million during the six months ended March
31, 2023 and 2022, respectively, which were eliminated upon
consolidation. These intercompany insurance premiums are
reflected as segment operating expenses within the North America
Solutions, Offshore Gulf of Mexico, and International Solutions
reportable operating segments and are reflected as intersegment
sales within "Other." The Company self-insures employee health plan
exposures in excess of employee deductibles. Starting in the second
quarter of fiscal year 2020, the Captive insurer issued a stop-loss
program that will reimburse the Company's health plan for claims
that exceed $50,000. This program is reviewed at the end of each
policy year by an outside actuary. Our medical stop loss operating
expenses for the three months ended March 31, 2023 and 2022
were $2.5 million and $3.6 million, respectively, and
$5.3 million and $6.9 million for the six months ended March 31,
2023 and 2022, respectively.
International Solutions Drilling Risks
International Solutions drilling operations may significantly
contribute to our revenues and net operating income
(loss). There can be no assurance that we will be able to
successfully conduct such operations, and a failure to do so may
have an adverse effect on our financial position, results of
operations, and cash flows. Also, the success of our
International Solutions operations will be subject to numerous
contingencies, some of which are beyond management’s
control. These contingencies include general and regional
economic conditions, fluctuations in currency exchange rates,
modified exchange controls, changes in international regulatory
requirements and international employment issues, risk of
expropriation of real and personal property and the burden of
complying with foreign laws. Additionally, in the event that
extended labor strikes occur or a country experiences significant
political, economic or social instability, we could experience
shortages in labor and/or material and supplies necessary to
operate some of our drilling rigs, thereby potentially causing an
adverse material effect on our business, financial condition and
results of operations.
We have also experienced certain risks specific to our Argentine
operations. In Argentina, while our dayrate is denominated in U.S.
dollars, we are paid the equivalent in Argentine pesos. The
Argentine branch of one of our second-tier subsidiaries remits U.S.
dollars to its U.S. parent by converting the Argentine pesos into
U.S. dollars through the Argentine Foreign Exchange Market and
repatriating the U.S. dollars. Argentina also has a history of
implementing currency controls that restrict the conversion and
repatriation of U.S. dollars. In September 2020, Argentina
implemented additional currency controls in an effort to preserve
Argentina's U.S. dollar reserves. As a result of these currency
controls, our ability to remit funds from our Argentine subsidiary
to its U.S. parent has been limited. In the past, the Argentine
government has also instituted price controls on crude oil, diesel
and gasoline prices and instituted an exchange rate freeze in
connection with those prices. These price controls and an exchange
rate freeze could be instituted again in the future. Further, there
are additional concerns regarding Argentina's debt burden,
notwithstanding Argentina's restructuring deal with international
bondholders in August 2020, as Argentina attempts to manage its
substantial sovereign debt issues. These concerns could further
negatively impact Argentina's economy and adversely affect our
Argentine operations. Argentina’s economy is considered highly
inflationary, which is defined as cumulative inflation rates
exceeding 100 percent in the most recent three-year period based on
inflation data published by the respective governments.
Nonetheless, all of our foreign subsidiaries use the U.S. dollar as
the functional currency and local currency monetary assets and
liabilities are remeasured into U.S. dollars with gains and losses
resulting from foreign currency transactions included in current
results of operations.
We recorded aggregate foreign currency losses of $0.1
million
and $0.3 million for
the
three and six
months ended March 31, 2023 respectively, and $2.4 million and
$3.3 million for the
three and six months ended March 31, 2022,
respectively. In the future, we may incur larger currency
devaluations, foreign exchange restrictions or other difficulties
repatriating U.S. dollars from Argentina or elsewhere, which could
have a material adverse impact on our business, financial condition
and results of operations. As of March 31, 2023, our cash
balance in Argentina was $16.3 million.
Because of the impact of local laws, our future operations in
certain areas may be conducted through entities in which local
citizens own interests and through entities (including joint
ventures) in which we hold only a minority interest or pursuant to
arrangements under which we conduct operations under contract to
local entities. While we believe that neither operating
through such entities nor pursuant to such arrangements would have
a material adverse effect on our operations or revenues, there can
be no assurance that we will in all cases be able to structure or
restructure our operations to conform to local law (or the
administration thereof) on terms acceptable to us.
Q2FY23 FORM 10-Q
|
12
Although we attempt to minimize the potential impact of such risks
by operating in more than one geographical area, during
the three and six months ended March 31, 2023,
approximately 7.4 percent and 7.5 percent of our
operating revenues were generated from international locations
compared to 5.9 percent and 7.5 percent during
the three and six months ended March 31, 2022,
respectively. During the three and six months
ended March 31, 2023, approximately 86.3
percent and 88.4 percent of operating revenues from
international locations were from operations in South America
compared to 75.8 percent and 76.6 percent during
the three and six months ended March 31, 2022,
respectively. Substantially all of the South American operating
revenues were from Argentina and Colombia. The future occurrence of
one or more international events arising from the types of risks
described above could have a material adverse impact on our
business, financial condition and results of
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 3 PROPERTY, PLANT AND EQUIPMENT
|
Property, plant and equipment as of March 31, 2023 and
September 30, 2022 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
Estimated Useful Lives |
|
March 31, 2023 |
|
September 30, 2022 |
Drilling services equipment |
4 - 15 years
|
|
$ |
6,338,257 |
|
|
$ |
6,369,888 |
|
Tubulars |
4 years
|
|
571,945 |
|
|
569,496 |
|
Real estate properties |
10 - 45 years
|
|
46,293 |
|
|
45,557 |
|
Other |
2 - 23 years
|
|
436,243 |
|
|
422,479 |
|
Construction in progress1
|
|
|
99,623 |
|
|
70,119 |
|
|
|
|
7,492,361 |
|
|
7,477,539 |
|
Accumulated depreciation |
|
|
(4,561,060) |
|
|
(4,516,730) |
|
Property, plant and equipment, net |
|
|
$ |
2,931,301 |
|
|
$ |
2,960,809 |
|
|
|
|
|
|
|
Assets held-for-sale |
|
|
$ |
1,349 |
|
|
$ |
4,333 |
|
(1)Included
in construction in progress are costs for projects in progress to
upgrade or refurbish certain rigs in our existing fleet.
Additionally, we include other advances for capital maintenance
purchase-orders that are open/in process. As these various projects
are completed, the costs are then classified to their appropriate
useful life category.
Depreciation
Depreciation expense in the Unaudited Condensed Consolidated
Statements of Operations was $94.6 million and $101.1 million
including abandonments of $1.0 million and $2.5 million for the
three months ended March 31, 2023 and 2022, respectively.
Depreciation expense in the Unaudited Condensed Consolidated
Statements of Operations was $189.5 million and $199.8 million
including abandonments of $2.1 million and $3.8 million for
the six months ended March 31, 2023 and 2022, respectively.
In
November 2022, a fire at a wellsite caused substantial damage to
one of our super spec-rigs within our North America Solutions
segment. The major components were destroyed beyond repair and
considered a total loss, and, as a result, these assets were
written off and the rig was removed from our available rig count.
At the time of the loss, the rig was fully insured under
replacement cost insurance. The insurance recovery is expected to
exceed the net book value of the components written off. The loss
of $9.2 million is recorded as abandonment expense within
Depreciation and amortization in our Unaudited Condensed
Consolidated Statement of Operations for the six months ended March
31, 2023 and is offset by an insurance recovery that was also
recognized within Depreciation and Amortization for the same amount
as the loss. Any insurance proceeds in excess of the loss will be
recognized once it is collected.
Assets Held-for-Sale
The following table summarizes the balance (in thousands) of our
assets held-for-sale at the dates indicated below:
|
|
|
|
|
|
Balance at September 30, 2022
|
$ |
4,333 |
|
Plus: |
|
Asset additions |
767 |
|
Less: |
|
Sale of assets held-for-sale |
(1,018) |
|
Impairment expense |
(2,733) |
|
Balance at March 31, 2023
|
$ |
1,349 |
|
Q2FY23 FORM 10-Q
|
13
Fiscal Year 2023 Activity
During the six months ended March 31, 2023, the Company initiated a
plan to decommission and scrap four international
FlexRig®
drilling rigs and four conventional drilling rigs located in
Argentina that are not suitable for unconventional drilling. As a
result, these rigs were reclassified to Assets held-for-sale on our
Unaudited Condensed Consolidated Balance Sheets as of March 31,
2023. The rigs’ aggregate net book value of $8.8 million was
written down to the estimated scrap value of $0.7 million, which
resulted in a non-cash impairment charge of $8.1 million within our
International Solutions segment and recorded in our Unaudited
Condensed Consolidated Statement of Operations during the six
months ended March 31, 2023.
During the six months ended March 31, 2023, our North America
Solutions assets that were previously classified as Assets
held-for-sale at September 30, 2022 were either sold or written
down to scrap value. The aggregate net book value of these
remaining assets was $3.0 million, which exceeded the estimated
scrap value of $0.3 million, resulting in a non-cash impairment
charge of $2.7 million. During the same period, we also identified
additional equipment that met the asset held-for-sale criteria and
was reclassified as Assets held-for-sale on our Unaudited Condensed
Consolidated Balance Sheets. The aggregate net book value of the
equipment of $1.4 million was written down to its estimated scrap
value of $0.1 million, resulting in a non-cash impairment charge of
$1.3 million during the six months ended March 31, 2023. These
impairment charges are recorded within our North America Solutions
segment in our Unaudited Condensed Consolidated Statement of
Operations.
Fiscal Year 2022 Activity
During the six months ended March 31, 2022, we closed on the
sale of our trucking and casing running assets for total
consideration less costs to sell of $6.0 million, in addition to
the possibility of future earnout proceeds, resulting in a loss of
$3.4 million recorded in Other (gain) loss on sale of assets within
our Unaudited Condensed Consolidated Statements of Operations.
During the six months ended March 31, 2022 and 2023 we
recognized $0.3 million and $1.2 million, respectively, in earnout
proceeds associated with the sale of our trucking services assets
within Other (gain) loss on sale of assets on the Unaudited
Condensed Consolidated Statements of Operations.
During the six months ended March 31, 2022, we identified two
partial rig substructures that met the asset held-for-sale criteria
and were reclassified as Assets held-for-sale on our Unaudited
Condensed Consolidated Balance Sheets. The combined net book value
of the rig substructures of $2.0 million were written down to their
estimated scrap value of $0.1 million, resulting in a non-cash
impairment charge of $1.9 million within our North America
Solutions segment and recorded in the Unaudited Condensed
Consolidated Statement of Operations for the six months ended
March 31, 2022. During the second quarter of fiscal year 2022,
we completed the sale of these assets with a net book value of
approximately $0.1 million, resulting in no gain or loss as a
result of the sale. Two international FlexRig®
drilling rigs located in Colombia were identified that met the
asset held-for-sale criteria and were reclassified as Assets
held-for-sale on our Unaudited Condensed Consolidated Balance
Sheets. In conjunction with establishing a plan to sell the two
international FlexRig®
drilling rigs, we recognized a non-cash impairment charge of $2.5
million within our International Solutions segment and recorded in
the Unaudited Condensed Consolidated Statement of Operations during
the six months ended March 31, 2022, as the rigs aggregate net
book value of $3.4 million exceeded the fair value of the rigs less
estimated cost to sell of $0.9 million. During the second
quarter of fiscal year 2022, we completed the sale of the two
international FlexRig®
drilling rigs for total consideration of $0.9 million, resulting in
no gain or loss as a result of the sale.
During the six months ended March 31, 2022, ADNOC Drilling
accepted delivery of two rigs located in the U.A.E. with a net book
value of $4.1 million and, as a result, we recognized a gain
of $1.2 million, after incurring $2.4 million of selling
costs, during the three months ended March 31, 2022 and the rigs
were removed from assets classified as held-for-sale as of March
31, 2022. The gain of $1.2 million is recorded in Other (gain)
loss on sale of assets within our Unaudited Condensed Consolidated
Statement of Operations for the three and six months ended March
31, 2022.
The significant assumptions utilized in the valuations of
held-for-sale were based on our intended method of disposal,
historical sales of similar assets, and market quotes and are
classified as Level 2 and Level 3 inputs by ASC Topic 820, Fair
Value Measurement and Disclosures. Although we believe the
assumptions used in our analysis are reasonable and appropriate,
different assumptions and estimates could materially impact the
analysis and our resulting conclusion.
Q2FY23 FORM 10-Q
|
14
(Gain)/Loss on Sale of Assets
Gain on Reimbursement of Drilling Equipment
During the three and six months ended March 31, 2023 and 2022
we recognized a gain of $11.6 million, $27.3 million,
$6.4 million, and $11.7 million, respectively, related to
customer reimbursement for the current replacement value of lost or
damaged drill pipe. Gains related to these asset sales are recorded
in Gains on reimbursement of drilling equipment within our
Unaudited Condensed Consolidated Statements of
Operations.
Other (Gain)/Loss on Sale of Assets
During the three and six months ended March 31, 2023 and 2022
we recognized a (gain) loss of $(2.5) million,
$(4.9) million, $(0.7) million, and $0.3 million,
respectively, related to the sale of rig equipment and other
capital assets. These amounts are recorded in Other (gain) loss on
sale of Assets within our Unaudited Condensed Consolidated
Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 4 GOODWILL AND INTANGIBLE ASSETS
|
Goodwill
Goodwill represents the excess of the purchase price over the fair
values of the assets acquired and liabilities assumed in a business
combination, at the date of acquisition. Goodwill is not amortized
but is tested for potential impairment at the reporting unit level,
at a minimum on an annual basis in the fourth fiscal quarter, or
when indications of potential impairment exist. All of our goodwill
is within our North America Solutions reportable
segment.
During the three and six months ended March 31, 2023, we had
no additions or impairments to goodwill. As of March 31, 2023
and September 30, 2022, the goodwill balance was $45.7
million.
Intangible Assets
Finite-lived intangible assets are amortized using the
straight-line method over the period in which these assets
contribute to our cash flows and are evaluated for impairment in
accordance with our policies for valuation of long-lived assets.
All of our intangible assets are within our North America Solutions
reportable segment and consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
September 30, 2022 |
(in thousands) |
Weighted Average Estimated Useful Lives |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net |
Finite-lived intangible asset: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology |
15 years |
|
$ |
89,096 |
|
|
$ |
31,115 |
|
|
$ |
57,981 |
|
|
$ |
89,096 |
|
|
$ |
28,137 |
|
|
$ |
60,959 |
|
Intellectual property |
13 years |
|
2,000 |
|
|
423 |
|
|
1,577 |
|
|
2,000 |
|
|
328 |
|
|
1,672 |
|
Trade name |
20 years |
|
5,865 |
|
|
1,633 |
|
|
4,232 |
|
|
5,865 |
|
|
1,475 |
|
|
4,390 |
|
Customer relationships |
5 years |
|
4,000 |
|
|
4,000 |
|
|
— |
|
|
4,000 |
|
|
3,867 |
|
|
133 |
|
|
|
|
$ |
100,961 |
|
|
$ |
37,171 |
|
|
$ |
63,790 |
|
|
$ |
100,961 |
|
|
$ |
33,807 |
|
|
$ |
67,154 |
|
Amortization expense in the Unaudited Condensed Consolidated
Statements of Operations was $1.6 million and $1.8 million for the
three months ended March 31, 2023 and 2022 respectively and $3.4
million and $3.6 million for the six months ended March 31, 2023
and 2022 respectively. Amortization expense is estimated to be
approximately $3.2 million for the remainder of fiscal year
2023, and approximately $6.4 million for fiscal year 2024
through 2027.
Q2FY23 FORM 10-Q
|
15
We had the following unsecured long-term debt outstanding with
maturities shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
September 30, 2022 |
(in thousands) |
Face Amount |
|
Unamortized Discount and Debt Issuance Cost |
|
Book Value |
|
Face Amount |
|
Unamortized Discount and Debt Issuance Cost |
|
Book Value |
Unsecured senior notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due September 29, 2031 |
$ |
550,000 |
|
|
$ |
(7,266) |
|
|
$ |
542,734 |
|
|
$ |
550,000 |
|
|
$ |
(7,390) |
|
|
$ |
542,610 |
|
|
550,000 |
|
|
(7,266) |
|
|
542,734 |
|
|
550,000 |
|
|
(7,390) |
|
|
542,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: long-term debt due within one year |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Long-term debt |
$ |
550,000 |
|
|
$ |
(7,266) |
|
|
$ |
542,734 |
|
|
$ |
550,000 |
|
|
$ |
(7,390) |
|
|
$ |
542,610 |
|
Senior Notes
2.90% Senior Notes due 2031
On September 29, 2021, we issued $550.0 million aggregate principal
amount of the 2.90 percent 2031 Notes in an offering to persons
reasonably believed to be qualified institutional buyers in the
United States pursuant to Rule 144A under the Securities Act (“Rule
144A”) and to certain non-U.S. persons in transactions outside the
United States pursuant to Regulation S under the Securities Act
(“Regulation S”). Interest on the 2031 Notes is payable
semi-annually on March 29 and September 29 of each year, commencing
on March 29, 2022. The 2031 Notes will mature on September 29, 2031
and bear interest at a rate of 2.90 percent per annum.
In June 2022, we settled a registered exchange offer (the
“Registered Exchange Offer”) to exchange the 2031 Notes for new,
SEC-registered notes that are substantially identical to the terms
of the 2031 Notes, except that the offer and issuance of the new
notes have been registered under the Securities Act and certain
transfer restrictions, registration rights and additional interest
provisions relating to the 2031 Notes do not apply to the new
notes. All of the 2031 Notes were exchanged in the Registered
Exchange Offer.
The indenture governing the 2031 Notes contains certain covenants
that, among other things and subject to certain exceptions, limit
the ability of the Company and its subsidiaries to incur certain
liens; engage in sale and lease-back transactions; and consolidate,
merge or transfer all or substantially all of the assets of the
Company. The indenture governing the 2031 Notes also contains
customary events of default with respect to the 2031
Notes.
4.65% Senior Notes due 2025
On October 27, 2021, we redeemed all of the outstanding 2025 Notes.
As a result, the associated make-whole premium of $56.4 million and
the write off of the unamortized discount and debt issuance costs
of $3.7 million were recognized during the first fiscal quarter of
2022 contemporaneously with the October 27, 2021 debt
extinguishment and recorded in Loss on extinguishment of debt on
our Unaudited Condensed Consolidated Statements of Operations
during the six months ended March 31, 2022.
Credit Facility
On November 13, 2018, we entered into a credit agreement by and
among the Company, as borrower, Wells Fargo Bank, National
Association, as administrative agent, and the lenders party
thereto, which was amended on November 13, 2019, providing for an
unsecured revolving credit facility (as amended, the “2018 Credit
Facility”), that was set to mature on November 13, 2024. On April
16, 2021, lenders with $680.0 million of commitments under the 2018
Credit Facility exercised their option to extend the maturity of
the 2018 Credit Facility from November 13, 2024 to November 12,
2025. No other terms of the 2018 Credit Facility were amended in
connection with this extension. On March 8, 2022, we entered into
the second amendment to the 2018 Credit Facility, which, among
other things, raised the number of potential future extensions of
the maturity date applicable to extending lenders from one to two
such potential extensions and replaced provisions in respect of
interest rate determinations that were based on the London
Interbank Offered Rate with provisions based on the Secured
Overnight Financing Rate. Additionally, lenders with $680.0 million
of commitments under the 2018 Credit Facility exercised their
option to extend the maturity of the 2018 Credit Facility from
November 12, 2025 to November 11, 2026. On February 10, 2023,
lenders with $680.0 million of commitments under the 2018 Credit
Facility exercised their option to extend the maturity of the 2018
Credit Facility from November 11, 2026 to November 12, 2027. The
remaining $70.0 million of commitments under the 2018 Credit
Facility will expire on November 13, 2024, unless extended by the
applicable lender before such date.
Q2FY23 FORM 10-Q
|
16
The 2018 Credit Facility has $750.0 million in aggregate
availability with a maximum of $75.0 million available for use as
letters of credit. As of March 31, 2023, there were no
borrowings or letters of credit outstanding, leaving $750.0 million
available to borrow under the 2018 Credit Facility. For a full
description of the 2018 Credit Facility, see Note 7—Debt to the
Consolidated Financial Statements in our 2022 Annual Report on Form
10-K.
As of March 31, 2023, we had $95.0 million in uncommitted
bilateral credit facilities, for the purpose of obtaining the
issuance of international letters of credit, bank guarantees, and
performance bonds. Of the $95.0 million, $40.0 million was
outstanding as of March 31, 2023. Separately, we had $2.1
million in standby letters of credit and bank guarantees
outstanding. In total, we had $42.1 million outstanding as of
March 31, 2023.
The applicable agreements for all unsecured debt contain additional
terms, conditions and restrictions that we believe are usual and
customary in unsecured debt arrangements for companies that are
similar in size and credit quality. At March 31, 2023, we were
in compliance with all debt covenants.
We use an estimated annual effective tax rate for purposes of
determining the income tax provision during interim reporting
periods. In calculating our estimated annual effective tax rate, we
consider forecasted annual pre-tax income and estimated permanent
book versus tax differences. Adjustments to the effective tax rate
and estimates could occur during the year as information and
assumptions change which could include, but are not limited to,
changes to the forecasted amounts, estimates of permanent book
versus tax differences, and changes to tax laws and rates. For the
three and six months ended March 31, 2022 we used a discrete
effective tax rate method to calculate income taxes as it was
determined the estimated annual effective tax rate method would not
provide a reliable estimate.
Our income tax provision from continuing operations for the three
months ended March 31, 2023 and
2022
was $51.1 million and $2.7 million, respectively, resulting in
effective tax rates of 23.8 percent and (136.9) percent,
respectively. Our income tax provision (benefit) from continuing
operations for the six months ended March 31, 2023 and
2022
was $83.5 million and $(4.9) million, respectively, resulting in
effective tax rates of 24.3 percent and 8.0 percent,
respectively.
Effective tax rates differ from the U.S. federal statutory rate of
21.0 percent for the three and six months ended March 31, 2023
primarily due to state and foreign income taxes, and permanent
non-deductible items. Additionally, the effective tax rate for the
six months ended March 31, 2023 differs from the U.S. federal
statutory rate of 21.0 percent due to a discrete tax adjustment of
$0.2 million related to equity compensation.
Effective tax rates differ from the U.S. federal statutory rate of
21.0 percent for the three and six months ended March 31, 2022
primarily due to state and foreign income taxes and permanent
non-deductible items. Additionally, the effective tax rate for the
three months ended March 31, 2022 differs from the statutory rate
due to the adjustments required to reflect the change in
methodology to calculate the provision for income taxes as
discussed above.
For the next 12 months, we cannot predict with certainty whether we
will achieve ultimate resolution of any uncertain tax positions
associated with our U.S. and international operations that could
result in increases or decreases of our unrecognized tax benefits.
However, we do not expect these increases or decreases to have a
material effect on our results of continuing operations or
financial position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 7 SHAREHOLDERS’ EQUITY
|
The Company has an evergreen authorization from the Board of
Directors for the repurchase of up to four million common shares in
any calendar year. In December 2022, the Board of Directors
increased the maximum number of shares authorized to be repurchased
in calendar year 2023 to five million common shares, effective
January 1, 2023. The repurchases may be made using our cash and
cash equivalents or other available sources and are held as
treasury shares on our Unaudited Condensed Consolidated Balance
Sheets. During the three and six months ended March 31, 2023,
we repurchased 2.5 million and 3.4 million common shares, at
an aggregate cost of $106.7 million and $145.8 million (including
excise tax of $0.8 million), respectively. We repurchased 0.6
million and 3.2 million common shares at an aggregate cost of $16.6
million and $77.0 million, respectively, during the three and six
months ended March 31, 2022.
A base cash dividend of $0.25 per share and a supplemental dividend
of $0.235 per share was declared on December 9, 2022 for
shareholders of record on February 14, 2023, and was paid on
February 28, 2023. On March 1, 2023, the Board of Directors
declared a base cash dividend of $0.25 per share and a supplemental
cash dividend of $0.235 per share for shareholders of record on May
18, 2023, payable on June 1, 2023. As a result, we recorded
Dividends Payable of $50.4 million on our Unaudited Condensed
Consolidated Balance Sheets as of March 31, 2023.
Q2FY23 FORM 10-Q
|
17
Accumulated Other Comprehensive Loss
Components of accumulated other comprehensive loss were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
September 30, |
(in thousands) |
2023 |
|
2022 |
Pre-tax amounts: |
|
|
|
Unrealized actuarial loss |
$ |
(15,041) |
|
|
$ |
(15,703) |
|
|
|
|
|
|
(15,041) |
|
|
(15,703) |
|
After-tax amounts: |
|
|
|
Unrealized actuarial loss |
$ |
(11,560) |
|
|
$ |
(12,072) |
|
|
|
|
|
|
$ |
(11,560) |
|
|
$ |
(12,072) |
|
The following is a summary of the changes in accumulated other
comprehensive loss, net of tax, related to the defined benefit
pension plan for the three and six months ended March 31,
2023:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
Three Months Ended March 31, 2023 |
|
Six Months Ended March 31, 2023 |
Balance at beginning of period |
$ |
(11,816) |
|
|
$ |
(12,072) |
|
Activity during the period:
|
|
|
|
Amounts reclassified from accumulated other comprehensive
loss |
256 |
|
|
512 |
|
|
|
|
|
Net current-period other comprehensive income |
256 |
|
|
512 |
|
Balance at March 31, 2023 |
$ |
(11,560) |
|
|
$ |
(11,560) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 8 REVENUE FROM CONTRACTS WITH CUSTOMERS
|
Drilling Services Revenue
With most drilling contracts, we receive payments contractually
designated for the mobilization and demobilization of drilling rigs
and other equipment to and from the client’s drill site. Revenue
associated with the mobilization and demobilization of our drilling
rigs to and from the client’s drill site do not relate to a
distinct good or service. These revenues are deferred and
recognized ratably over the related contract term that drilling
services are provided. For any contracts that include a provision
for pooled term days at contract inception, followed by the
assignment of days to specific rigs throughout the contract term,
we have elected, as a practical expedient, to recognize revenue in
an amount for which the entity has a right to invoice, as permitted
by ASC 606.
On November 12, 2021, we settled a drilling contract dispute
related to drilling services provided from fiscal years 2016
through 2019 with YPF S.A. (Argentina) ("YPF"). The settlement
required that YPF make a one-time cash payment to H&P in the
amount of $11.0 million and enter into drilling service
contracts for three drilling rigs, each with multi-year terms. In
addition, both parties were released of all outstanding claims
against each other, and as a result, H&P recognized
$5.4 million in revenue primarily due to accrued disputed
amounts. Total revenue recognized as a result of the settlement in
the amount of $16.4 million is included in Drilling Services
Revenue within the International Solutions segment on our Unaudited
Condensed Consolidated Statements of Operations for the six months
ended March 31, 2022.
Contract Costs
We had capitalized fulfillment costs of $12.6 million and $6.3
million as of March 31, 2023 and September 30, 2022,
respectively.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied
performance obligations, commonly referred to as backlog, as
of March 31, 2023 was approximately $1.3
billion, of which approximately $0.7 billion is expected to be
recognized during the remainder of fiscal year 2023, approximately
$0.5 billion during fiscal year 2024, and approximately $0.1
billion in fiscal year 2025 and thereafter. These amounts do
not include anticipated contract renewals. Additionally, contracts
that currently contain month-to-month terms are represented in our
backlog as one month of unsatisfied performance obligations. Our
contracts are subject to cancellation or modification at the
election of the customer; however, due to the level of capital
deployed by our customers on underlying projects, we have not been
materially adversely affected by contract cancellations or
modifications in the past.
Q2FY23 FORM 10-Q
|
18
Contract Assets and Liabilities
The following tables summarize the balances of our contract assets
(net of allowance for estimated credit losses) and liabilities at
the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
March 31, 2023 |
|
September 30, 2022 |
Contract assets, net |
$ |
7,125 |
|
|
$ |
6,319 |
|
|
|
|
|
|
|
(in thousands) |
March 31, 2023 |
Contract liabilities balance at September 30, 2022 |
$ |
20,646 |
|
Payment received/accrued and deferred |
48,114 |
|
Revenue recognized during the period |
(34,083) |
|
Contract liabilities balance at March 31, 2023 |
$ |
34,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 9 STOCK-BASED COMPENSATION
|
A summary of compensation expense for stock-based payment
arrangements recognized in Drilling services operating expense,
Research and development expense and Selling, general and
administrative expense on our Unaudited Condensed Consolidated
Statements of Operations, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
(in thousands) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Stock-based compensation expense |
|
|
|
|
|
|
|
Drilling services operating |
$ |
1,532 |
|
|
$ |
1,282 |
|
|
$ |
2,917 |
|
|
$ |
2,522 |
|
Research and development |
486 |
|
|
393 |
|
|
912 |
|
|
746 |
|
Selling, general and administrative |
5,413 |
|
|
6,270 |
|
|
11,875 |
|
|
10,895 |
|
|
$ |
7,431 |
|
|
$ |
7,945 |
|
|
$ |
15,704 |
|
|
$ |
14,163 |
|
Restricted Stock
A summary of the status of our restricted stock awards as of
March 31, 2023 and changes in non-vested restricted stock
outstanding during the six months then ended is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share amounts) |
Shares1
|
|
Weighted-Average Grant Date Fair Value per Share |
Non-vested restricted stock outstanding at September 30,
2022
|
1,493 |
|
|
$ |
30.85 |
|
Granted |
588 |
|
|
44.53 |
|
Vested2
|
(708) |
|
|
33.95 |
|
Forfeited |
(8) |
|
|
33.93 |
|
Non-vested restricted stock outstanding at March 31,
2023
|
1,365 |
|
|
$ |
35.12 |
|
(1)Restricted
stock shares include restricted phantom stock units under our
Director Deferred Compensation Plan. These phantom stock units
confer the economic benefits of owning company stock without the
actual ownership, transfer or issuance of any shares. Phantom stock
units are subject to a vesting period of one year from the grant
date. During the six months ended March 31, 2023, 12,591 restricted
phantom stock units were granted and 14,199 restricted phantom
stock units vested.
(2)The
number of restricted stock awards vested includes shares that we
withheld on behalf of our employees to satisfy the statutory tax
withholding requirements.
Q2FY23 FORM 10-Q
|
19
Performance Units
A summary of the status of our performance-vested restricted share
units ("performance units") as of March 31, 2023 and changes
in non-vested performance units outstanding during the six months
then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per unit amounts) |
Performance Units |
|
Weighted-Average Grant Date Fair Value per Unit |
Non-vested performance units outstanding at September 30,
2022
|
726 |
|
|
$ |
33.67 |
|
Granted |
144 |
|
|
54.30 |
|
Vested |
(286) |
|
|
43.40 |
|
Dividend equivalent rights performance units credited and
performance factor adjustment1
|
191 |
|
|
36.10 |
|
|
|
|
|
Non-vested performance units outstanding at March 31,
20232
|
775 |
|
|
$ |
34.51 |
|
(1)At
the end of the Vesting Period, recipients receive dividend
equivalents, if any, with respect to the number of vested
performance units. The vesting of units ranges from zero to 200
percent of the units granted depending on the Company’s total
shareholder return ("TSR") relative to the TSR of the Peer Group on
the vesting date.
(2)Of
the total non-vested performance units at the end of the period,
specified performance criteria has been achieved with respect to
225,308 performance units which is calculated based on the payout
percentage for the completed performance period. The vesting and
number of the remainder of non-vested performance units reflected
at the end of the period is contingent upon our achievement of
specified target performance criteria. If we meet the specified
maximum performance criteria, approximately 379,152 additional
performance units could vest or become eligible to
vest.
Subject to the terms and conditions set forth in the applicable
performance share unit award agreements and the 2020 Plan, grants
of performance units are subject to a vesting period of three years
(the “Vesting Period”) that is dependent on the achievement of
certain performance goals. Such performance unit grants consist of
two separate components. Performance units that comprise the
first component are subject to a three-year performance
cycle. Performance units that comprise the second component
are further divided into three separate tranches, each of which is
subject to a separate one-year performance cycle within the full
three-year performance cycle. The vesting of the
performance units is generally dependent on (i) the achievement of
the Company’s TSR performance goals relative to the TSR achievement
of a peer group of companies over the applicable performance cycle,
and (ii) the continued employment of the recipient of the
performance unit award throughout the Vesting Period. The Vesting
Period for performance units granted in November 2019 ended on
December 31, 2022 and the performance units eligible to vest were
settled in shares of common stock in January 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 10 EARNINGS (LOSSES) PER COMMON SHARE
|
ASC 260, Earnings per Share, requires
companies to treat unvested share-based payment awards that have
non-forfeitable rights to dividends or dividend equivalents as a
separate class of securities in calculating earnings per
share. We have granted and expect to continue to grant
to employees restricted stock grants that contain non-forfeitable
rights to dividends. Such grants are considered participating
securities under ASC 260. As such, we are required to
include these grants in the calculation of our basic earnings per
share and calculate basic earnings per share using the two-class
method. The two-class method of computing earnings per share is an
earnings allocation formula that determines earnings per share for
each class of common stock and participating security according to
dividends declared (or accumulated) and participation rights
in undistributed earnings.
Basic earnings per share is computed utilizing the two-class method
and is calculated based on the weighted-average number of common
shares outstanding during the periods presented.
Diluted earnings per share is computed using the weighted-average
number of common and common equivalent shares outstanding during
the periods utilizing the two-class method for stock options,
non-vested restricted stock and performance units.
Under the two-class method of calculating earnings per share,
dividends paid and a portion of undistributed net income, but not
losses, are allocated to unvested restricted stock grants that
receive dividends, which are considered participating
securities.
Q2FY23 FORM 10-Q
|
20
The following table sets forth the computation of basic and diluted
earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
(in thousands, except per share amounts) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Numerator: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
163,901 |
|
|
$ |
(4,624) |
|
|
$ |
260,328 |
|
|
$ |
(55,955) |
|
Income (loss) from discontinued operations |
139 |
|
|
(352) |
|
|
857 |
|
|
(383) |
|
Net income (loss) |
164,040 |
|
|
(4,976) |
|
|
261,185 |
|
|
(56,338) |
|
Adjustment for basic earnings (loss) per share |
|
|
|
|
|
|
|
Earnings allocated to unvested shareholders |
(2,237) |
|
|
(396) |
|
|
(3,511) |
|
|
(770) |
|
Numerator for basic earnings (loss) per share: |
|
|
|
|
|
|
|
From continuing operations |
161,664 |
|
|
(5,020) |
|
|
256,817 |
|
|
(56,725) |
|
From discontinued operations |
139 |
|
|
(352) |
|
|
857 |
|
|
(383) |
|
|
161,803 |
|
|
(5,372) |
|
|
257,674 |
|
|
(57,108) |
|
Adjustment for diluted earnings (loss) per share |
|
|
|
|
|
|
|
Effect of reallocating undistributed earnings of unvested
shareholders |
6 |
|
|
— |
|
|
6 |
|
|
— |
|
Numerator for diluted earnings (loss) per share: |
|
|
|
|
|
|
|
From continuing operations |
161,670 |
|
|
(5,020) |
|
|
256,823 |
|
|
(56,725) |
|
From discontinued operations |
139 |
|
|
(352) |
|
|
857 |
|
|
(383) |
|
|
$ |
161,809 |
|
|
$ |
(5,372) |
|
|
$ |
257,680 |
|
|
$ |
(57,108) |
|
Denominator: |
|
|
|
|
|
|
|
Denominator for basic earnings (loss) per share - weighted-average
shares |
103,968 |
|
|
105,393 |
|
|
104,615 |
|
|
106,494 |
|
Effect of dilutive shares from restricted stock and performance
share units |
395 |
|
|
— |
|
|
388 |
|
|
— |
|
Denominator for diluted earnings (loss) per share - adjusted
weighted-average shares |
104,363 |
|
|
105,393 |
|
|
105,003 |
|
|
106,494 |
|
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.45 |
|
|
$ |
(0.53) |
|
Income from discontinued operations |
— |
|
|
— |
|
|
0.01 |
|
|
— |
|
Net income (loss) |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.46 |
|
|
$ |
(0.53) |
|
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.45 |
|
|
$ |
(0.53) |
|
Income from discontinued operations |
— |
|
|
— |
|
|
0.01 |
|
|
— |
|
Net income (loss) |
$ |
1.55 |
|
|
$ |
(0.05) |
|
|
$ |
2.46 |
|
|
$ |
(0.53) |
|
We had a net loss for the three and six months ended March 31,
2022. Accordingly, our diluted earnings per share calculation
for that period was equivalent to our basic earnings per share
calculation since diluted earnings per share excluded any assumed
vesting of equity awards. These were excluded because they
were deemed to be anti-dilutive, meaning their inclusion would have
reduced the reported net loss per share in the applicable
period.
The following potentially dilutive average shares attributable to
outstanding equity awards were excluded from the calculation of
diluted earnings (loss) per share because their inclusion would
have been anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
(in thousands, except per share amounts) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Potentially dilutive shares excluded as anti-dilutive |
2,426 |
|
|
2,675 |
|
|
2,516 |
|
|
2,856 |
|
Weighted-average price per share |
$ |
62.03 |
|
|
$ |
60.26 |
|
|
$ |
61.74 |
|
|
$ |
59.58 |
|
Q2FY23 FORM 10-Q
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 11 FAIR VALUE MEASUREMENT OF FINANCIAL
INSTRUMENTS
|
We have certain assets and liabilities that are required to be
measured and disclosed at fair value. Fair value is defined as the
exchange price that would be received to sell an asset or paid to
transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly
transaction between market participants at the measurement
date. We use the fair value hierarchy established in ASC
820-10 to measure fair value to prioritize the inputs:
•Level 1
— Quoted prices (unadjusted) in active markets for identical assets
or liabilities that the reporting entity can access at the
measurement date.
•Level 2
— Observable inputs, other than quoted prices included in Level 1,
such as quoted prices for similar assets or liabilities in active
markets; quoted prices for similar assets and liabilities in
markets that are not active; or other inputs that are observable or
can be corroborated by observable market data.
•Level 3
— Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities. This includes pricing models, discounted cash
flow methodologies and similar techniques that use significant
unobservable inputs.
The Company's assessment of the significance of a particular input
to the fair value measurement in its entirety requires judgment and
considers factors specific to the asset or liability.
Recurring Fair Value Measurements
The following tables summarize our financial assets and liabilities
measured at fair value on a recurring basis and indicate the level
in the fair value hierarchy in which we classify the fair value
measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
(in thousands) |
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
Short-term investments: |
|
|
|
|
|
|
|
Corporate debt securities |
$ |
71,984 |
|
|
$ |
— |
|
|
$ |
71,984 |
|
|
$ |
— |
|
U.S. government and federal agency securities |
13,106 |
|
|
13,106 |
|
|
— |
|
|
— |
|
Total short-term investments |
85,090 |
|
|
13,106 |
|
|
71,984 |
|
|
— |
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
Non-qualified supplemental savings plan |
14,578 |
|
|
14,578 |
|
|
— |
|
|
— |
|
Equity investment in ADNOC Drilling |
171,745 |
|
|
171,745 |
|
|
— |
|
|
— |
|
Equity investment in Tamboran |
14,196 |
|
|
14,196 |
|
|
— |
|
|
— |
|
Debt security investment in Galileo |
33,000 |
|
|
— |
|
|
— |
|
|
33,000 |
|
Other debt securities |
2,140 |
|
|
— |
|
|
— |
|
|
2,140 |
|
Total investments |
235,659 |
|
|
200,519 |
|
|
— |
|
|
35,140 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Contingent consideration |
$ |
5,030 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,030 |
|
Q2FY23 FORM 10-Q
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
(in thousands) |
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
Short-term investments: |
|
|
|
|
|
|
|
Corporate debt securities |
$ |
98,264 |
|
|
$ |
— |
|
|
$ |
98,264 |
|
|
$ |
— |
|
U.S. government and federal agency securities |
18,837 |
|
|
18,837 |
|
|
— |
|
|
— |
|
Total short-term investments |
117,101 |
|
|
18,837 |
|
|
98,264 |
|
|
— |
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
Non-qualified supplemental savings plan |
14,301 |
|
|
14,301 |
|
|
— |
|
|
— |
|
Equity investment in ADNOC Drilling |
147,370 |
|
|
147,370 |
|
|
— |
|
|
— |
|
Debt security investment in Galileo |
33,000 |
|
|
— |
|
|
— |
|
|
33,000 |
|
Other debt securities |
565 |
|
|
— |
|
|
— |
|
|
565 |
|
Total investments |
195,236 |
|
|
161,671 |
|
|
— |
|
|
33,565 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Contingent consideration |
$ |
4,022 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,022 |
|
Short-term Investments
Short-term investments primarily include securities classified as
trading securities. Both realized and unrealized gains and losses
on trading securities are included in other income (expense) in the
Unaudited Condensed Consolidated Statements of Operations. These
securities are recorded at fair value. Level 1 inputs include U.S.
agency issued debt securities with active markets and money market
funds. For these items, quoted current market prices are readily
available. Level 2 inputs include corporate bonds measured using
broker quotations that utilize observable market
inputs.
Long-term Investments
Equity Securities
Our long-term investments include debt and equity securities and
assets held in a Non-Qualified Supplemental Savings Plan ("Savings
Plan") and are recorded within Investments on our Unaudited
Condensed Consolidated Balance Sheets. Our assets that we hold in
the Savings Plan are comprised of mutual funds that are measured
using Level 1 inputs.
During September 2021, the Company made a $100.0 million
cornerstone investment in ADNOC Drilling in advance of its
announced initial public offering, representing 159.7 million
shares of ADNOC Drilling, equivalent to a one percent ownership
stake and subject to a three-year lockup period. ADNOC Drilling’s
initial public offering was completed on October 3, 2021, and its
shares are listed and traded on the Abu Dhabi Securities Exchange.
Our investment is classified as a long-term equity investment
within Investments on our Unaudited Condensed Consolidated Balance
Sheets and measured at fair value with any gains or losses
recognized through net income (loss) and recorded within Gain
(loss) on investment securities on our Unaudited Condensed
Consolidated Statements of Operations. During the six months ended
March 31, 2023, we early adopted ASU No. 2022-03 which states that
the contractual restriction on the sale of an equity security that
is publicly traded is not considered in measuring fair value. The
provisions of ASU No. 2022-03 were consistent with our historical
accounting for our investment in ADNOC Drilling. During the three
and six months ended March 31, 2023, we recognized a gain of
$42.6 million and $24.4 million respectively, on our
Unaudited Condensed Consolidated Statements of Operations, as a
result of the change in fair value of the investment compared to a
gain of $16.7 million and $64.5 million during the three
and six months ended March 31, 2022 respectively. As of
March 31, 2023, this investment is classified as a Level 1
investment based on the quoted stock price on the Abu Dhabi
Securities Exchange.
Equity Securities with Fair Value Option
In October 2022, we made a $14.1 million equity investment,
representing 106.0 million common shares (approximately 7.5
percent ownership stake), in Tamboran Resources Limited
("Tamboran"), a publicly traded company on the Australian
Securities Exchange Ltd under the ticker "TBN." Tamboran is focused
on playing a constructive role in the global energy transition
towards a lower carbon future, by developing a significantly low
CO2
gas resource within Australia's Beetaloo Sub-basin. Concurrent with
the investment agreement, we entered into a fixed-term drilling
services agreement with the same investee for which mobilization is
expected to commence later this fiscal year. Approximately
$30.3 million in revenue is expected to be earned over the
term of the contract, and, as such, this amount is included within
our contract backlog as of March 31, 2023.
Q2FY23 FORM 10-Q
|
23
We believe we have a significant influence, but not control or
joint control over the investee, due to several factors, including
our ownership percentage, operational involvement and role on the
investee's board of directors. We consider this investment to have
a readily determinable fair value and have elected to account for
this investment using the fair value option with any changes in
fair value recognized through net income (loss). Our investment is
classified as a long-term equity investment within Investments on
our Unaudited Condensed Consolidated Balance Sheet as of
March 31, 2023. Under the guidance, Topic 820, Fair Value
Measurement, this investment is classified as a Level 1 investment
based on the quoted stock price which is publicly available. During
the three and six months ended March 31, 2023, we recognized a
gain (loss) of $(3.0) million and $0.1 million,
respectively, recorded within Gain on investment securities on our
Unaudited Condensed Consolidated Statements of Operations, as a
result of the change in fair value of the investment during the
period.
Debt Securities
During April 2022, the Company made a $33.0 million
cornerstone investment in Galileo Holdco 2 Limited Technologies
("Galileo Holdco 2"), part of the group of companies known as
Galileo Technologies (“Galileo”) in the form of a convertible note.
Galileo specializes in liquification, natural gas compression and
re-gasification modular systems and technologies to make the
production, transportation, and consumption of natural gas,
biomethane, and hydrogen more economically viable. The convertible
note bears interest at 5.0 percent per annum with a maturity date
of the earlier of April 2027 or an exit event (as defined in the
agreement as either an initial public offering or a sale of
Galileo). If the conversion option is exercised, the note would
convert into common shares of the parent of Galileo Holdco 2. We
currently do not intend to sell this investment prior to its
maturity date or an exit event. As of March 31, 2023, the fair
value of the convertible note was approximately equal to the cost
basis.
All of our long-term debt securities, including our investment in
Galileo, are classified as available-for-sale and are measured
using Level 3 unobservable inputs based on the absence of market
activity. The following table reconciles changes in the fair value
of our Level 3 assets for the periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
(in thousands) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Assets at beginning of period |
$ |
33,107 |
|
|
$ |
3,500 |
|
|
$ |
33,565 |
|
|
$ |
500 |
|
Purchases |
2,033 |
|
|
— |
|
|
2,075 |
|
|
3,000 |
|
Transfers out1
|
— |
|
|
— |
|
|
(500) |
|
|
— |
|
Assets at end of period |
$ |
35,140 |
|
|
$ |
3,500 |
|
|
$ |
35,140 |
|
|
$ |
3,500 |
|
(1)We
reclassified a portion of our long-term debt securities to
short-term notes receivable and is recorded in accounts receivable
on the Unaudited Condensed Consolidated Balance
Sheets.
The following table provides quantitative information (in
thousands) about our Level 3 unobservable significant inputs
related to our debt security investment with Galileo at
March 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
Valuation Technique |
|
Unobservable Inputs |
|
|
|
|
$ |
33,000 |
|
|
Black-Scholes-Merton model |
|
Discount rate |
22.4 |
% |
|
|
|
|
|
|
|
|
Risk-free rate |
4.0 |
% |
|
|
|
|
|
|
|
|
Equity volatility |
92.5 |
% |
|
|
|
|
The above significant unobservable inputs are subject to change
based on changes in economic and market conditions. The use of
significant unobservable inputs creates uncertainty in the
measurement of fair value as of the reporting date. Significant
increases or decreases in the discount rate, risk-free rate, and
equity volatility in isolation would result in a significantly
lower or higher fair value measurement. It is not possible for us
to predict the effect of future economic or market conditions on
our estimated fair values.
Q2FY23 FORM 10-Q
|
24
Contingent Consideration
Other financial instruments measured using Level 3 unobservable
inputs primarily consist of potential earnout payments associated
with our business acquisitions in fiscal year 2019. Contingent
consideration is recorded in Accrued liabilities and Other
noncurrent liabilities on the Unaudited Condensed Consolidated
Balance Sheets based on the expected timing of milestone
achievements. The following table reconciles changes in the fair
value of our Level 3 liabilities for the periods presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
(in thousands) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Liabilities at beginning of period |
$ |
3,780 |
|
|
$ |
3,096 |
|
|
$ |
4,022 |
|
|
$ |
2,996 |
|
Additions |
— |
|
|
— |
|
|
500 |
|
|
500 |
|
Total gains or losses: |
|
|
|
|
|
|
|
Included in earnings |
1,750 |
|
|
(100) |
|
|
1,758 |
|
|
(250) |
|
Settlements1
|
(500) |
|
|
— |
|
|
(1,250) |
|
|
(250) |
|
Liabilities at end of period |
$ |
5,030 |
|
|
$ |
2,996 |
|
|
$ |
5,030 |
|
|
$ |
2,996 |
|
(1)Settlements
represent earnout payments that have been paid or earned during the
period.
Nonrecurring Fair Value Measurements
We have certain assets that are subject to measurement at fair
value on a nonrecurring basis. For these nonfinancial assets,
measurement at fair value in periods subsequent to their initial
recognition is applicable if they are determined to be impaired.
These assets generally include property, plant and equipment,
goodwill, intangible assets, and operating lease right-of-use
assets. If measured at fair value in the Unaudited Condensed
Consolidated Balance Sheets, these would generally be classified
within Level 2 or 3 of the fair value hierarchy. Further details on
any changes in valuation of these assets is provided in their
respective footnotes.
Other Equity Securities
We also hold various other equity securities without readily
determinable fair values, primarily comprised of geothermal
investments. These equity securities are measured at cost, less any
impairments, and will be marked to fair value when observable price
changes in identical or similar investments from the same issuer
occur. As of March 31, 2023 and 2022, and September 30,
2022, the aggregate balance of these equity securities was $26.3
million, $14.0 million, and $23.7 million, respectively. During the
three and six months ended March 31, 2023 and 2022, we did not
record any impairments on these investments.
The following table reconciles changes in the balance of our equity
securities, without readily determinable fair values, for the
periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
(in thousands) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Assets at beginning of period |
$ |
25,800 |
|
|
$ |
8,881 |
|
|
$ |
23,745 |
|
|
$ |
2,865 |
|
Purchases |
501 |
|
|
5,109 |
|
|
2,556 |
|
|
11,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at end of period |
$ |
26,301 |
|
|
$ |
13,990 |
|
|
$ |
26,301 |
|
|
$ |
13,990 |
|
Geothermal Investments
As of March 31, 2023 and September 30, 2022 the aggregate
balance of our debt and equity security investments in geothermal
energy was $27.3 million
and $23.7 million, respectively. These investments include assets
measured on both a recurring and nonrecurring basis (discussed in
the subsections above). In circumstances where we are required to
revalue these
investments based on observable changes in fair market value, these
investments would be classified as Level 3 based on the absence of
market activity.
Other Financial Instruments
The carrying amount of cash and cash equivalents and restricted
cash approximates fair value due to the short-term nature of these
items. The majority of cash equivalents are invested in highly
liquid money-market mutual funds invested primarily in direct or
indirect obligations of the U.S. Government and in federally
insured deposit accounts. The carrying value of accounts
receivable, other current and noncurrent assets, accounts payable,
accrued liabilities and other liabilities approximated fair value
at March 31, 2023 and September 30, 2022.
Q2FY23 FORM 10-Q
|
25
The following information presents the supplemental fair value
information for our long-term fixed-rate debt at March 31,
2023 and September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
March 31, 2023 |
|
September 30, 2022 |
Long-term debt, net |
|
|
|
Carrying value |
$ |
542.7 |
|
|
$ |
542.6 |
|
Fair value |
456.4 |
|
|
430.7 |
|
The fair values of the long-term fixed-rate debt is based on broker
quotes at March 31, 2023 and September 30,
2022. The notes are classified within Level 2 of the
fair value hierarchy as they are not actively traded in
markets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 12 COMMITMENTS AND CONTINGENCIES
|
Purchase Commitments
Equipment, parts, and supplies are ordered in advance to promote
efficient construction and capital improvement progress. At
March 31, 2023, we had purchase commitments for equipment,
parts and supplies of approximately $145.8 million.
Guarantee Arrangements
We are contingently liable to sureties in respect of bonds issued
by the sureties in connection with certain commitments entered into
by us in the normal course of business. We have agreed to indemnify
the sureties for any payments made by them in respect of such
bonds.
Contingencies
During the ordinary course of our business, contingencies arise
resulting from an existing condition, situation or set of
circumstances involving an uncertainty as to the realization of a
possible gain or loss contingency. We account for gain
contingencies in accordance with the provisions of ASC
450, Contingencies, and, therefore, we do not record gain
contingencies or recognize income until realized. The
property and equipment of our Venezuelan subsidiary was seized by
the Venezuelan government on June 30, 2010. Our
wholly-owned subsidiaries, Helmerich & Payne International
Drilling Co. ("HPIDC"), and Helmerich & Payne de Venezuela,
C.A. filed a lawsuit in the United States District Court for the
District of Columbia on September 23, 2011 against the Bolivarian
Republic of Venezuela, Petroleos de Venezuela, S.A. and PDVSA
Petroleo, S.A., seeking damages for the seizure of their
Venezuelan drilling business in violation of international law and
for breach of contract. While there exists the possibility of
realizing a recovery on HPIDC's expropriation claims, we are
currently unable to determine the timing or amounts we may receive,
if any, or the likelihood of recovery.
In May 2018, an employee of our subsidiary, HPIDC, was involved in
a car accident in his personal vehicle while not clocked in for
work. The accident resulted in a fatality of a passenger in the
other vehicle. The estate of the victim, his widow and children
subsequently brought a lawsuit against the employee and HPIDC in
Texas State District Court in January 2020. In February 2022, trial
began in the matter and the jury reached a verdict against HPIDC
and our employee for approximately $126.0 million, including
interest. In March 2022, the court entered a judgment consistent
with the findings of the jury. In April 2022, the Company and its
insurers filed post-trial motions, none of which were granted by
the trial judge. However, in June 2022, Plaintiffs' counsel filed a
Voluntary Remittitur with the trial court, which formally reduced
the verdict to $60.0 million. The Company and its insurers are
currently filing motions to appeal the judgement. Accordingly, the
Company cannot make an estimate of the possible loss at this time.
As of March 31, 2023, we have incurred expenses, mainly legal
fees, against the insurance deductible. At this time, we believe
our insurance policies will be responsive to the amounts over our
$3.0 million insurance deductible and that foreseeable
exposures to the Company exceeding the deductible will be recovered
through insurance.
The Company and its subsidiaries are parties to various other
pending legal actions arising in the ordinary course of our
business. We maintain insurance against certain business risks
subject to certain deductibles. Although no assurance can be given,
we believe, based on our experiences to date and taking into
account established reserves and insurance, that the ultimate
resolution of such items will not have a material adverse impact on
our financial condition, cash flows, or results of operations. When
we determine a loss is probable of occurring and is reasonably
estimable, we accrue an undiscounted liability for such
contingencies based on our best estimate using information
available at that time. If the estimated loss is a range of
potential outcomes and there is no better estimate within the
range, we accrue the amount at the low end of the range. We
disclose contingencies where an adverse outcome may be material, or
in the judgment of management, we conclude the matter should
otherwise be disclosed.
Q2FY23 FORM 10-Q
|
26
Significant Lease Not Yet Commenced
During the six months ended March 31, 2023, we entered into a lease
agreement for our new Tulsa corporate office. This lease is
expected to commence sometime during the first half of calendar
year 2024. The initial lease term is approximately 12 years with
two unpriced five-year extension options. The aggregate future
non-cancelable lease payments are estimated to be approximately
$15.1 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 13 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
|
Description of the Business
We are a performance-driven drilling solutions and technologies
company based in Tulsa, Oklahoma with operations in all major U.S.
onshore oil and gas producing basins as well as South America and
the Middle East. Our drilling operations consist mainly of
contracting Company-owned drilling equipment primarily to large oil
and gas exploration companies. We believe we are the
recognized industry leader in drilling as well as technological
innovation. We focus on offering our customers an integrated
solutions-based approach by combining proprietary rig technology,
automation software, and digital expertise into our rig operations
rather than a product-based offering, such as a rig or separate
technology package. Our drilling services operations are organized
into the following reportable operating business segments: North
America Solutions, Offshore Gulf of Mexico and International
Solutions.
Each reportable operating segment is a strategic business unit that
is managed separately, and consolidated revenues and expenses
reflect the elimination of all material intercompany
transactions. Our real estate operations, our incubator
program for new research and development projects, and our
wholly-owned captive insurance companies are included in
"Other." External revenues included in “Other” primarily
consist of rental income.
Segment Performance
We evaluate segment performance based on income or loss from
continuing operations (segment operating income (loss)) before
income taxes which includes:
•Revenues
from external and internal customers
•Direct
operating costs
•Depreciation
and amortization
•Allocated
general and administrative costs
•Asset
impairment charges
but excludes gain on reimbursement of drilling equipment, other
(gain) loss on sale of assets, corporate selling, general and
administrative costs, corporate depreciation, and corporate
restructuring charges.
General and administrative costs are allocated to the segments
based primarily on specific identification and, to the extent that
such identification is not practical, other methods may be used
which we believe to be a reasonable reflection of the utilization
of services provided.
Summarized financial information of our reportable segments for the
three and six months ended March 31, 2023 and 2022 is shown in
the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2023 |
(in thousands) |
North America Solutions |
|
Offshore Gulf of Mexico |
|
International Solutions |
|
Other |
|
Eliminations |
|
Total |
External sales |
$ |
675,780 |
|
|
$ |
34,979 |
|
|
$ |
55,890 |
|
|
$ |
2,573 |
|
|
$ |
— |
|
|
$ |
769,222 |
|
Intersegment |
— |
|
|
— |
|
|
— |
|
|
17,662 |
|
|
(17,662) |
|
|
— |
|
Total sales |
675,780 |
|
|
34,979 |
|
|
55,890 |
|
|
20,235 |
|
|
(17,662) |
|
|
769,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income |
$ |
182,149 |
|
|
$ |
6,687 |
|
|
$ |
3,955 |
|
|
$ |
6,823 |
|
|
$ |
(2,267) |
|
|
$ |
197,347 |
|
Q2FY23 FORM 10-Q
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
(in thousands) |
North America Solutions |
|
Offshore Gulf of Mexico |
|
International Solutions |
|
Other |
|
Eliminations |
|
Total |
External sales |
$ |
408,814 |
|
|
$ |
29,147 |
|
|
$ |
27,422 |
|
|
$ |
2,214 |
|
|
$ |
— |
|
|
$ |
467,597 |
|
Intersegment |
— |
|
|
— |
|
|
— |
|
|
13,204 |
|
|
(13,204) |
|
|
— |
|
Total sales |
408,814 |
|
|
29,147 |
|
|
27,422 |
|
|
15,418 |
|
|
(13,204) |
|
|
467,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss) |
$ |
1,297 |
|
|
$ |
5,278 |
|
|
$ |
(848) |
|
|
$ |
3,167 |
|
|
$ |
(2,031) |
|
|
$ |
6,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2023 |
(in thousands) |
North America Solutions |
|
Offshore Gulf of Mexico |
|
International Solutions |
|
Other |
|
Eliminations |
|
Total |
External sales |
$ |
1,302,943 |
|
|
$ |
70,143 |
|
|
$ |
110,691 |
|
|
$ |
5,082 |
|
|
$ |
— |
|
|
$ |
1,488,859 |
|
Intersegment |
— |
|
|
— |
|
|
— |
|
|
34,064 |
|
|
(34,064) |
|
|
— |
|
Total sales |
1,302,943 |
|
|
70,143 |
|
|
110,691 |
|
|
39,146 |
|
|
(34,064) |
|
|
1,488,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income |
$ |
327,446 |
|
|
$ |
13,433 |
|
|
$ |
5,529 |
|
|
$ |
11,500 |
|
|
$ |
43 |
|
|
$ |
357,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2022 |
(in thousands) |
North America Solutions |
|
Offshore Gulf of Mexico |
|
International Solutions |
|
Other |
|
Eliminations |
|
Total |
External sales |
$ |
749,848 |
|
|
$ |
58,461 |
|
|
$ |
64,581 |
|
|
$ |
4,489 |
|
|
$ |
— |
|
|
$ |
877,379 |
|
Intersegment |
— |
|
|
— |
|
|
— |
|
|
26,852 |
|
|
(26,852) |
|
|
— |
|
Total sales |
749,848 |
|
|
58,461 |
|
|
64,581 |
|
|
31,341 |
|
|
(26,852) |
|
|
877,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss) |
$ |
(27,596) |
|
|
$ |
10,744 |
|
|
$ |
7,201 |
|
|
$ |
7,096 |
|
|
$ |
(3,313) |
|
|
$ |
(5,868) |
|
The following table reconciles segment operating income (loss) per
the tables above to income (loss) from continuing operations before
income taxes as reported on the Unaudited Condensed Consolidated
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
(in thousands) |
2023 |
|
2022 |
|
2023 |
|
2022 |
Segment operating income (loss) |
$ |
197,347 |
|
|
$ |
6,863 |
|
|
$ |
357,951 |
|
|
$ |
(5,868) |
|
Gain on reimbursement of drilling equipment |
11,574 |
|
|
6,448 |
|
|
27,298 |
|
|
11,702 |
|
Other gain (loss) on sale of assets |
2,519 |
|
|
716 |
|
|
4,898 |
|
|
(313) |
|
Corporate selling, general and administrative costs, corporate
depreciation and corporate restructuring charges |
(36,235) |
|
|
(36,644) |
|
|
(70,719) |
|
|
(70,749) |
|
Operating income (loss) from continuing operations |
175,205 |
|
|
(22,617) |
|
|
319,428 |
|
|
(65,228) |
|
Other income (expense) |
|
|
|
|
|
|
|
Interest and dividend income |
5,055 |
|
|
3,399 |
|
|
9,760 |
|
|
5,988 |
|
Interest expense |
(4,239) |
|
|
(4,390) |
|
|
(8,594) |
|
|
(10,504) |
|
Gain on investment securities |
39,752 |
|
|
22,132 |
|
|
24,661 |
|
|
69,994 |
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt |
— |
|
|
— |
|
|
— |
|
|
(60,083) |
|
Other |
(743) |
|
|
(476) |
|
|
(1,403) |
|
|
(1,018) |
|
Total unallocated amounts |
39,825 |
|
|
20,665 |
|
|
24,424 |
|
|
4,377 |
|
Income (loss) from continuing operations before income
taxes |
$ |
215,030 |
|
|
$ |
(1,952) |
|
|
$ |
343,852 |
|
|
$ |
(60,851) |
|
Q2FY23 FORM 10-Q
|
28
The following table reconciles segment total assets to total assets
as reported on the Unaudited Condensed Consolidated Balance
Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
March 31, 2023 |
|
September 30, 2022 |
Total assets1
|
|
|
|
|