UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended: March 31, 2019
OR
☐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)
Delaware |
|
73-0679879 |
(State or other jurisdiction of |
|
(I.R.S. Employer I.D. Number) |
incorporation or organization) |
|
|
1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma, 74119
(Address of principal executive office) (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:
Title of each class |
Ticker 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ |
|
Accelerated filer ☐ |
Non-accelerated filer ☐ |
|
Smaller reporting company ☐ |
|
|
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 ☒
CLASS |
|
OUTSTANDING AT April 19, 2019 |
Common Stock, $0.10 par value |
109,414,675 |
HELMERICH & PAYNE, INC.
2
HELMERICH & PAYNE, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
March 31, |
|
September 30, |
||
(in thousands except share data and per share amounts) |
|
2019 |
|
2018 |
||
Assets |
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
243,912 |
|
$ |
284,355 |
Short-term investments |
|
|
26,118 |
|
|
41,461 |
Accounts receivable, net of allowance of $4,395 and $6,217, respectively |
|
|
552,737 |
|
|
565,202 |
Inventories of materials and supplies, net |
|
|
161,526 |
|
|
158,134 |
Prepaid expenses and other |
|
|
63,711 |
|
|
66,398 |
Total current assets |
|
|
1,048,004 |
|
|
1,115,550 |
Investments |
|
|
60,247 |
|
|
98,696 |
Property, plant and equipment, net |
|
|
4,886,948 |
|
|
4,857,382 |
Other Noncurrent Assets: |
|
|
|
|
|
|
Goodwill |
|
|
67,902 |
|
|
64,777 |
Intangible assets, net |
|
|
70,531 |
|
|
73,207 |
Other assets |
|
|
10,930 |
|
|
5,255 |
Total other noncurrent assets |
|
|
149,363 |
|
|
143,239 |
|
|
|
|
|
|
|
Total assets |
|
$ |
6,144,562 |
|
$ |
6,214,867 |
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
130,721 |
|
$ |
132,664 |
Accrued liabilities |
|
|
242,986 |
|
|
244,504 |
Total current liabilities |
|
|
373,707 |
|
|
377,168 |
Noncurrent Liabilities: |
|
|
|
|
|
|
Long-term debt |
|
|
491,227 |
|
|
493,968 |
Deferred income taxes |
|
|
861,440 |
|
|
853,136 |
Other |
|
|
84,989 |
|
|
93,606 |
Noncurrent liabilities - discontinued operations |
|
|
14,579 |
|
|
14,254 |
Total noncurrent liabilities |
|
|
1,452,235 |
|
|
1,454,964 |
Commitments and Contingencies (Note 14) |
|
|
|
|
|
|
Shareholders' Equity: |
|
|
|
|
|
|
Common stock, $.10 par value, 160,000,000 shares authorized, 112,080,262 and 112,008,961 shares issued as of March 31, 2019 and September 30, 2018, respectively, and 109,412,425 and 108,993,718 shares outstanding as of March 31, 2019 and September 30, 2018, respectively |
|
|
11,208 |
|
|
11,201 |
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued |
|
|
— |
|
|
— |
Additional paid-in capital |
|
|
493,421 |
|
|
500,393 |
Retained earnings |
|
|
3,979,708 |
|
|
4,027,779 |
Accumulated other comprehensive income (loss) |
|
|
(12,072) |
|
|
16,550 |
Treasury stock, at cost, 2,667,837 shares and 3,015,243 shares as of March 31, 2019 and September 30, 2018, respectively |
|
|
(153,645) |
|
|
(173,188) |
Total shareholders’ equity |
|
|
4,318,620 |
|
|
4,382,735 |
Total liabilities and shareholders' equity |
|
$ |
6,144,562 |
|
$ |
6,214,867 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
Three Months Ended |
|
Six Months Ended |
||||||||
|
|
March 31, |
|
March 31, |
||||||||
(in thousands, except per share amounts) |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
|
|
|
|
|
As adjusted (Note 2) |
|
|
|
|
As adjusted (Note 2) |
||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Contract drilling |
|
$ |
717,653 |
|
$ |
574,471 |
|
$ |
1,455,011 |
|
$ |
1,135,540 |
Other |
|
|
3,215 |
|
|
3,013 |
|
|
6,455 |
|
|
6,031 |
|
|
|
720,868 |
|
|
577,484 |
|
|
1,461,466 |
|
|
1,141,571 |
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Contract drilling operating expenses, excluding depreciation and amortization |
|
|
441,719 |
|
|
384,419 |
|
|
929,312 |
|
|
756,335 |
Operating expenses applicable to other revenues |
|
|
1,620 |
|
|
1,137 |
|
|
2,894 |
|
|
2,304 |
Depreciation and amortization |
|
|
143,161 |
|
|
145,675 |
|
|
284,620 |
|
|
288,942 |
Research and development |
|
|
7,262 |
|
|
4,436 |
|
|
14,281 |
|
|
7,670 |
Selling, general and administrative |
|
|
43,506 |
|
|
48,236 |
|
|
98,014 |
|
|
94,695 |
Gain on sale of assets |
|
|
(11,546) |
|
|
(5,255) |
|
|
(17,090) |
|
|
(10,820) |
|
|
|
625,722 |
|
|
578,648 |
|
|
1,312,031 |
|
|
1,139,126 |
Operating income (loss) from continuing operations |
|
|
95,146 |
|
|
(1,164) |
|
|
149,435 |
|
|
2,445 |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
2,061 |
|
|
1,847 |
|
|
4,512 |
|
|
3,571 |
Interest expense |
|
|
(6,167) |
|
|
(6,028) |
|
|
(10,888) |
|
|
(11,801) |
Gain (loss) on investment securities |
|
|
5,878 |
|
|
— |
|
|
(36,957) |
|
|
— |
Other |
|
|
17 |
|
|
(210) |
|
|
548 |
|
|
231 |
|
|
|
1,789 |
|
|
(4,391) |
|
|
(42,785) |
|
|
(7,999) |
Income (loss) from continuing operations before income taxes |
|
|
96,935 |
|
|
(5,555) |
|
|
106,650 |
|
|
(5,554) |
Income tax provision (benefit) |
|
|
25,078 |
|
|
(3,922) |
|
|
26,429 |
|
|
(504,563) |
Income (loss) from continuing operations |
|
|
71,857 |
|
|
(1,633) |
|
|
80,221 |
|
|
499,009 |
Income from discontinued operations before income taxes |
|
|
2,889 |
|
|
1,263 |
|
|
15,554 |
|
|
744 |
Income tax provision |
|
|
13,855 |
|
|
11,509 |
|
|
15,925 |
|
|
11,526 |
Loss from discontinued operations |
|
|
(10,966) |
|
|
(10,246) |
|
|
(371) |
|
|
(10,782) |
Net income (loss) |
|
$ |
60,891 |
|
$ |
(11,879) |
|
$ |
79,850 |
|
$ |
488,227 |
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.65 |
|
$ |
(0.03) |
|
$ |
0.72 |
|
$ |
4.55 |
Loss from discontinued operations |
|
$ |
(0.10) |
|
$ |
(0.09) |
|
$ |
— |
|
$ |
(0.10) |
Net income (loss) |
|
$ |
0.55 |
|
$ |
(0.12) |
|
$ |
0.72 |
|
$ |
4.45 |
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.65 |
|
$ |
(0.03) |
|
$ |
0.72 |
|
$ |
4.53 |
Loss from discontinued operations |
|
$ |
(0.10) |
|
$ |
(0.09) |
|
$ |
— |
|
$ |
(0.10) |
Net income (loss) |
|
$ |
0.55 |
|
$ |
(0.12) |
|
$ |
0.72 |
|
$ |
4.43 |
Weighted average shares outstanding (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
109,406 |
|
|
108,868 |
|
|
109,273 |
|
|
108,775 |
Diluted |
|
|
109,503 |
|
|
108,868 |
|
|
109,452 |
|
|
109,212 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
|
Three Months Ended |
|
Six Months Ended |
||||||||
|
|
March 31, |
|
March 31, |
||||||||
(in thousands) |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Net income (loss) |
|
$ |
60,891 |
|
$ |
(11,879) |
|
$ |
79,850 |
|
$ |
488,227 |
Other comprehensive income (loss), net of income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized depreciation on securities, net of income taxes of ($3.4) million and ($3.6) million for the three and six months ended March 31, 2018, respectively |
|
|
— |
|
|
(7,568) |
|
|
— |
|
|
(8,169) |
Minimum pension liability adjustments, net of income taxes of ($0.1) million and ($0.1) million for the three and six months ended March 31, 2019, respectively, and ($0.2) million and ($0.3) million for the three and six months ended March 31, 2018, respectively |
|
|
224 |
|
|
308 |
|
|
449 |
|
|
648 |
Other comprehensive income (loss) |
|
|
224 |
|
|
(7,260) |
|
|
449 |
|
|
(7,521) |
Comprehensive income (loss) |
|
$ |
61,115 |
|
$ |
(19,139) |
|
$ |
80,299 |
|
$ |
480,706 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
HELMERICH & PAYNE, INC.
Condensed Consolidated Statement of Shareholders’ Equity
Six Months Ended March 31, 2019
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
|
|
|
|
|
||
(in thousands, except |
|
Common Stock |
|
Paid-In |
|
Retained |
|
Comprehensive |
|
Treasury Stock |
|
|
|
|||||||||
per share amounts) |
|
Shares |
|
Amount |
|
Capital |
|
Earnings |
|
(Loss) Income |
|
Shares |
|
Amount |
|
Total |
||||||
Balance, September 30, 2018 |
|
112,009 |
|
$ |
11,201 |
|
$ |
500,393 |
|
$ |
4,027,779 |
|
$ |
16,550 |
|
3,015 |
|
$ |
(173,188) |
|
$ |
4,382,735 |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
18,959 |
|
|
— |
|
— |
|
|
— |
|
|
18,959 |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
225 |
|
— |
|
|
— |
|
|
225 |
Dividends declared ($0.71 per share) |
|
— |
|
|
— |
|
|
— |
|
|
(78,488) |
|
|
— |
|
— |
|
|
— |
|
|
(78,488) |
Exercise of employee stock options, net of shares withheld for employee taxes |
|
— |
|
|
— |
|
|
(6,756) |
|
|
— |
|
|
— |
|
(125) |
|
|
6,980 |
|
|
224 |
Vesting of restricted stock awards, net of shares withheld for employee taxes |
|
71 |
|
|
7 |
|
|
(16,673) |
|
|
— |
|
|
— |
|
(215) |
|
|
12,129 |
|
|
(4,537) |
Stock-based compensation |
|
— |
|
|
— |
|
|
7,158 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
7,158 |
Cumulative effect adjustment for adoption of ASC 606 (Note 9) |
|
— |
|
|
— |
|
|
— |
|
|
(38) |
|
|
— |
|
— |
|
|
— |
|
|
(38) |
Cumulative effect adjustment for adoption of ASU No. 2016-01 (Note 2) |
|
— |
|
|
— |
|
|
— |
|
|
29,071 |
|
|
(29,071) |
|
— |
|
|
— |
|
|
— |
Balance, December 31, 2018 |
|
112,080 |
|
$ |
11,208 |
|
$ |
484,122 |
|
$ |
3,997,283 |
|
$ |
(12,296) |
|
2,675 |
|
$ |
(154,079) |
|
$ |
4,326,238 |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
60,891 |
|
|
— |
|
— |
|
|
— |
|
|
60,891 |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
224 |
|
— |
|
|
— |
|
|
224 |
Dividends declared ($0.71 per share) |
|
— |
|
|
— |
|
|
— |
|
|
(78,466) |
|
|
— |
|
— |
|
|
— |
|
|
(78,466) |
Exercise of employee stock options, net of shares withheld for employee taxes |
|
— |
|
|
— |
|
|
(107) |
|
|
— |
|
|
— |
|
(7) |
|
|
409 |
|
|
302 |
Vesting of restricted stock awards, net of shares withheld for employee taxes |
|
— |
|
|
— |
|
|
(25) |
|
|
— |
|
|
— |
|
— |
|
|
25 |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
|
9,431 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
9,431 |
Balance, March 31, 2019 |
|
112,080 |
|
$ |
11,208 |
|
$ |
493,421 |
|
$ |
3,979,708 |
|
$ |
(12,072) |
|
2,668 |
|
$ |
(153,645) |
|
$ |
4,318,620 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
6
HELMERICH & PAYNE, INC.
Condensed Consolidated Statement of Shareholders’ Equity
Six Months Ended March 31, 2018
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
|
|
|
|
|
||
(in thousands, except |
|
Common Stock |
|
Paid-In |
|
Retained |
|
Comprehensive |
|
Treasury Stock |
|
|
|
|||||||||
per share amounts) |
|
Shares |
|
Amount |
|
Capital |
|
Earnings |
|
(Loss) Income |
|
Shares |
|
Amount |
|
Total |
||||||
Balance, September 30, 2017 |
|
111,957 |
|
$ |
11,196 |
|
$ |
487,248 |
|
$ |
3,855,686 |
|
$ |
2,300 |
|
3,353 |
|
$ |
(191,839) |
|
$ |
4,164,591 |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
500,106 |
|
|
— |
|
— |
|
|
— |
|
|
500,106 |
Other comprehensive loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(261) |
|
— |
|
|
— |
|
|
(261) |
Dividends declared ($0.70 per share) |
|
— |
|
|
— |
|
|
— |
|
|
(76,911) |
|
|
— |
|
— |
|
|
— |
|
|
(76,911) |
Exercise of employee stock options, net of shares withheld for employee taxes |
|
1 |
|
|
— |
|
|
(3,976) |
|
|
— |
|
|
— |
|
(61) |
|
|
3,485 |
|
|
(491) |
Vesting of restricted stock awards, net of shares withheld for employee taxes |
|
51 |
|
|
5 |
|
|
(11,317) |
|
|
— |
|
|
— |
|
(128) |
|
|
7,224 |
|
|
(4,088) |
Stock-based compensation |
|
— |
|
|
— |
|
|
7,087 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
7,087 |
Cumulative effect of adopting Accounting Standards Update 2016-09 |
|
— |
|
|
— |
|
|
872 |
|
|
(555) |
|
|
— |
|
— |
|
|
— |
|
|
317 |
Balance, December 31, 2017 |
|
112,009 |
|
$ |
11,201 |
|
$ |
479,914 |
|
$ |
4,278,326 |
|
$ |
2,039 |
|
3,164 |
|
$ |
(181,130) |
|
$ |
4,590,350 |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
(11,879) |
|
|
— |
|
— |
|
|
— |
|
|
(11,879) |
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,260) |
|
— |
|
|
— |
|
|
(7,260) |
Dividends declared ($0.70 per share) |
|
— |
|
|
— |
|
|
— |
|
|
(76,950) |
|
|
— |
|
— |
|
|
— |
|
|
(76,950) |
Exercise of employee stock options, net of shares withheld for employee taxes |
|
— |
|
|
— |
|
|
(1,087) |
|
|
— |
|
|
— |
|
(29) |
|
|
1,520 |
|
|
433 |
Vesting of restricted stock awards, net of shares withheld for employee taxes |
|
— |
|
|
— |
|
|
(151) |
|
|
— |
|
|
— |
|
(3) |
|
|
151 |
|
|
— |
Stock-based compensation |
|
— |
|
|
— |
|
|
8,459 |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
8,459 |
Balance, March 31, 2018 |
|
112,009 |
|
$ |
11,201 |
|
$ |
487,135 |
|
$ |
4,189,497 |
|
$ |
(5,221) |
|
3,132 |
|
$ |
(179,459) |
|
$ |
4,503,153 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Six Months Ended March 31, |
||||
(in thousands) |
|
2019 |
|
2018 |
||
|
|
|
|
|
As adjusted (Note 2) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income |
|
$ |
79,850 |
|
$ |
488,227 |
Adjustment for (income) loss from discontinued operations |
|
|
371 |
|
|
10,782 |
Income from continuing operations |
|
|
80,221 |
|
|
499,009 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
284,620 |
|
|
288,942 |
Amortization of debt discount and debt issuance costs |
|
|
752 |
|
|
531 |
Provision for (recovery of) bad debt |
|
|
(75) |
|
|
429 |
Stock-based compensation |
|
|
16,589 |
|
|
15,546 |
Loss on investment securities |
|
|
36,957 |
|
|
— |
Gain from sale of assets |
|
|
(17,090) |
|
|
(10,820) |
Deferred income tax (benefit) expense |
|
|
8,827 |
|
|
(506,373) |
Other |
|
|
(3,209) |
|
|
5,701 |
Change in assets and liabilities increasing (decreasing) cash: |
|
|
|
|
|
|
Accounts receivable |
|
|
13,642 |
|
|
(61,791) |
Inventories of materials and supplies |
|
|
(3,268) |
|
|
(5,973) |
Prepaid expenses and other |
|
|
3,960 |
|
|
6,992 |
Other noncurrent assets |
|
|
(4,602) |
|
|
(4,993) |
Accounts payable |
|
|
(2,639) |
|
|
(13,119) |
Accrued liabilities |
|
|
(456) |
|
|
12,918 |
Deferred income tax liability |
|
|
160 |
|
|
(5,980) |
Other noncurrent liabilities |
|
|
(5,326) |
|
|
(13,272) |
Net cash provided by operating activities from continuing operations |
|
|
409,063 |
|
|
207,747 |
Net cash used in operating activities from discontinued operations |
|
|
(45) |
|
|
(96) |
Net cash provided by operating activities |
|
|
409,018 |
|
|
207,651 |
Cash flows from investing activities: |
|
|
|
|
|
|
Capital expenditures |
|
|
(329,980) |
|
|
(191,202) |
Purchase of short-term investments |
|
|
(42,406) |
|
|
(36,784) |
Payment for acquisition of business, net of cash acquired |
|
|
(2,781) |
|
|
(47,886) |
Proceeds from sale of short-term investments |
|
|
58,015 |
|
|
32,020 |
Proceeds from asset sales |
|
|
24,559 |
|
|
17,826 |
Net cash used in investing activities |
|
|
(292,593) |
|
|
(226,026) |
Cash flows from financing activities: |
|
|
|
|
|
|
Dividends paid |
|
|
(156,580) |
|
|
(153,433) |
Debt issuance costs paid |
|
|
(3,912) |
|
|
— |
Proceeds from stock option exercises |
|
|
2,257 |
|