XML 33 R20.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders’ Equity

11. Stockholders’ Equity

Cash Dividend — On February 9, 2022, our Board of Directors approved a cash dividend on our common stock in the amount of $0.04 per share to be paid on March 17, 2022 to holders of record as of March 3, 2022. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors. Our Board of Directors may, without advance notice, reduce or suspend our dividend in order to improve our financial flexibility and best position our company for long-term success. There can be no assurance that we will pay a dividend in the future.

Share Repurchases and Acquisitions — On September 6, 2013, our Board of Directors approved a stock buyback program that authorized purchases of up to $200 million of our common stock in open market or privately negotiated transactions. The authorized repurchases under this program were subsequently increased in July 2018 and February 2019, and on July 24, 2019, our Board of Directors approved another increase of the authorization under the stock buyback program to allow for $250 million of future share repurchases. All purchases executed to date have been through open market transactions. Purchases under the program are made at management’s discretion, at prevailing prices, subject to market conditions and other factors. Purchases may be made at any time without prior notice. There is no expiration date associated with the buyback program. As of December 31, 2021, we had remaining authorization to purchase approximately $130 million of our outstanding common stock under the stock buyback program. Shares of stock purchased under the buyback program are held as treasury shares.

We acquired shares of stock from employees during 2021, 2020 and 2019 that are accounted for as treasury stock. Certain of these shares were acquired to satisfy the exercise price and employees’ tax withholding obligations upon the exercise of stock options. The remainder of these shares were acquired to satisfy payroll withholding obligations upon the settlement of performance unit awards and the vesting of restricted stock units. These shares were acquired at fair market value. These acquisitions were made pursuant to the terms of the Patterson-UTI Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”) and the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”), and not pursuant to the stock buyback program. Upon the issuance of shares for the Pioneer acquisition in October 2021, we withheld shares with respect to Pioneer employees’ tax withholding obligations.

Treasury stock acquisitions during the years ended December 31, 2021, 2020 and 2019 were as follows (dollars in thousands):

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

Shares

 

 

Cost

 

 

Shares

 

 

Cost

 

 

Shares

 

 

Cost

 

Treasury shares at beginning of period

 

 

83,402,322

 

 

$

1,366,313

 

 

 

77,336,387

 

 

$

1,345,134

 

 

 

53,701,096

 

 

$

1,080,448

 

Purchases pursuant to stock buyback program

 

 

—

 

 

 

—

 

 

 

5,826,266

 

 

 

20,000

 

 

 

22,566,331

 

 

 

250,109

 

Acquisitions pursuant to long-term incentive plan

 

 

451,196

 

 

 

3,727

 

 

 

239,669

 

 

 

1,179

 

 

 

1,037,947

 

 

 

14,205

 

Purchases in connection with Pioneer acquisition

 

 

275,477

 

 

 

2,601

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

31,013

 

 

 

372

 

Treasury shares at end of period

 

 

84,128,995

 

 

$

1,372,641

 

 

 

83,402,322

 

 

$

1,366,313

 

 

 

77,336,387

 

 

$

1,345,134

 

 

Stockholder Rights Agreement — On April 22, 2020, our Board of Directors adopted a stockholder rights agreement and declared a dividend of one right (a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 8, 2020. Each Right entitled its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par value $0.01 per share, at an exercise price of $17.00 per Right, subject to adjustment. The description and terms of the Rights were set forth in a stockholder rights agreement, dated as of April 22, 2020 (the “Rights Agreement”), between us and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). The Rights Agreement expired on April 21, 2021.