false000004676500000467652022-04-272022-04-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 2022

HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)

DE1-422173-0679879
(State or other jurisdiction of
Incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)

1437 South Boulder Avenue, Suite 1400
Tulsa, OK 74119
(Address of principal executive offices and zip code)
(918) 742-5531
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock ($0.10 par value)HPNYSE

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

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

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

Emerging growth company

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




ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION




On April 27, 2022, Helmerich & Payne, Inc. issued a press release announcing its financial results for its second fiscal quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
(d)    Exhibits
Exhibit NumberDescription
99.1
104Cover page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 HELMERICH & PAYNE, INC.
  
By:/s/ William H. Gault
 Name:William H. Gault
 Title:
Corporate Secretary

Date: April 27, 2022





hp_unifiedlogoxcolorxlarge.jpg
Exhibit 99.1
NEWS RELEASE
April 27, 2022
 
HELMERICH & PAYNE, INC. ANNOUNCES SECOND QUARTER RESULTS
H&P's North America Solutions segment exited the second quarter of fiscal year 2022 with 171 active rigs, up over 10% during the quarter

Quarterly North America Solutions operating income increased $30 million sequentially, while direct margins(1) increased $30 million to $114 million sequentially, as revenues increased by $68 million to $409 million and expenses increased by $38 million to $294 million

The Company reported a fiscal second quarter net loss of $(0.05) per diluted share; including select items(2) of $0.12 per diluted share

North America Solutions revenue per day increased approximately $1,500/day or 7% to $24,500/day on a sequential basis with additional increases expected

On March 2, 2022, the Board of Directors of the Company declared a quarterly cash dividend of $0.25 per share, payable on May 27, 2022 to stockholders of record at the close of business on May 13, 2022


Helmerich & Payne, Inc. (NYSE: HP) reported a net loss of $5 million, or $(0.05) per diluted share, from operating revenues of $468 million for the quarter ended March 31, 2022, compared to a net loss of $51 million, or $(0.48) per diluted share, on revenues of $410 million for the quarter ended December 31, 2021. The net losses per diluted share for the second and first quarters of fiscal year 2022 include $0.12 and $(0.03), respectively, of after-tax gains and losses comprised of select items(2). For the second quarter of fiscal year 2022, select items(2) were comprised of:

$0.13 of after-tax gains pertaining to non-cash fair market adjustments to our equity investments

$(0.01) of after-tax losses pertaining to losses on sale of assets

Net cash provided by operating activities was $23 million for the second quarter of fiscal year 2022 compared to net cash used by operating activities of $4 million in the prior quarter.

Helmerich & Payne | 1437 South Boulder Ave. | Suite 1400
Tulsa, OK 74119 | 918.588.5190 | helmerichpayne.com


Page 2
News Release
April 27, 2022

    President and CEO John Lindsay commented, "Just when the energy industry is beginning to normalize, another geopolitical event and its immediate and lasting ramifications provide a sharp reminder of how critical abundant, cost effective and secure energy is to sustaining the broader global economy. Given the industry's experience in recent years we are not at all surprised to find our customers remaining rational and disciplined with regards to their capital expenditures, even in the face of spiking commodity prices. Holding that line is something we believe is crucial to creating a healthy and sustainable industry over the longer-term.
"During the quarter our active North America Solutions rig count increased in line with expectations and exited the quarter at 171 rigs. The industry rig count increase in the March quarter continued to shrink the availability of super-spec rigs that have worked at some point in the last two years, compounding the pre-existing supply-demand constraints in the market. As we have previously noted, the value proposition H&P brings to its customers through technology-driven efficiency and wellbore quality combined with the current market dynamics is accelerating improvements in contract economics. Like our customers, we expect to have disciplined capex spending, consistent with current industry trends, and as a consequence, the underlying supply-demand tightness will likely persist. We believe these conditions could provide a pathway to achieve significant improvement in average spot contract revenues. Our ultimate aim is to generate returns more in line with the high-value drilling solutions we are providing to our customers.
"The outlook for international markets remains positive with additional developments and prospects progressing albeit it at a much slower pace than what we have experienced domestically. In South America, Argentina and Colombia remain areas of focus and we have begun to re-contract rigs located in those countries. In the Middle East, our strategy and opportunity set is a bit different. We started delivering the rigs we sold to ADNOC Drilling and are moving forward with the strong business alliance we established with them. We are also actively pursuing opportunities to export some of our idle super-spec capacity into that region. While we are optimistic about our strategy in the Middle East, we are also keenly aware that this is a long-term play and it will take time for opportunities to emerge and fully develop."
    Senior Vice President and CFO Mark Smith also commented, "While a company's financial position and cash flows are tested during a declining and weak market, its fiscal discipline is often tested during a recovering and strong market. At this time, we remain fully committed to a long-standing, fiscally sound and disciplined approach to capital allocation and hence we are not compelled to adjust our previously established capex budget range of $250 to $270 million for fiscal 2022.
"The economics for our spot contracts are improving and we expect similar improvements for our term contracts as they are renewed or move into the spot market in the coming quarters. As John alluded to, current contracting economics are moving our financial returns higher and the resulting cash generation will enhance our strong financial position furthering our ability to take advantage of various opportunities, including capital allocation to shareholders."
    John Lindsay concluded, “We continue to be encouraged as the industry rebounds; however, we are reminded, particularly with elevated commodity prices, of the industry track record to add excessive capacity to the market and the longer-term negative consequences that could ultimately result from those actions if not carefully considered. The axiom, "Change is the only constant in life" keeps us mindful of the changing industry dynamics and the long-term challenges and opportunities that lie ahead. I would also add that another constant at H&P has been the passion and innovative spirit of our hardworking employees, who continue to lead the way forward within our industry and partnering with our customers to create value for our shareholders."




Page 3
News Release
April 27, 2022

Operating Segment Results for the Second Quarter of Fiscal Year 2022
North America Solutions:
This segment had operating income of $1.3 million compared to an operating loss of $28.9 million during the previous quarter. The increase in operating income was primarily due to higher activity levels and improving contract economics during the quarter, while the prior quarter was adversely impacted by an impairment for fair market adjustments for equipment held for sale and a restructuring charge. Absent the select item(2) impacts on the previous quarter, this segment's operating income improved by $27.8 million on a sequential basis.

Direct margins(1) increased by $30.0 million to $114.4 million as both revenues and expenses increased sequentially. Operating results were still negatively impacted by the costs associated with reactivating rigs; $14.2 million in the second fiscal quarter compared to $20.5 million in the previous quarter.

International Solutions:
This segment had an operating loss of $0.8 million compared to an operating income of $8.0 million during the previous quarter. The decrease in operating income related to a contractual dispute with a customer that benefited the first fiscal quarter by $16.4 million, partially offset by a $2.5 million impairment recognized in the prior quarter as well. Absent these select items(2) for the previous quarter, this segment's operating loss narrowed by $5.0 million on a sequential basis.

Direct margins(1) during the second fiscal quarter were $2.3 million compared to $13.0 million during the previous quarter. Excluding the aforementioned $16.4 million settlement during the first fiscal quarter, direct operating margins(1) increased by $5.6 million on a sequential basis. Current quarter results included a $2.4 million foreign currency loss primarily related to our South American operations compared to a $1.0 million foreign currency loss the previous quarter.

Offshore Gulf of Mexico:
This segment had operating income of $5.3 million compared to operating income of $5.5 million during the previous quarter. Direct margins(1) for the quarter were $8.3 million compared to $8.6 million in the prior quarter.

Operational Outlook for the Third Quarter of Fiscal Year 2022
North America Solutions:
We expect North America Solutions direct margins(1) to be between $150-$165 million, which includes approximately $5.5 million in estimated reactivation costs
We expect to exit the quarter at approximately 175 contracted rigs    
International Solutions:
We expect International Solutions direct margins(1) to be between $(3)-$(1) million, exclusive of any foreign exchange gains or losses
International Solutions direct margins(1) are expected to be negatively impacted by costs incurred to move a rig from the U.S. as part of our Middle East hub strategy
Offshore Gulf of Mexico:
We expect Offshore Gulf of Mexico direct margins(1) to be between $7-$9 million




Page 4
News Release
April 27, 2022
Other Estimates for Fiscal Year 2022
Gross capital expenditures are still expected to be approximately $250 to $270 million; approximately 50% expected for maintenance, including tubular purchases, roughly 35% expected for skidding to walking conversions and approximately 15% for corporate and information technology. Ongoing asset sales include reimbursements for lost and damaged tubulars and sales of other used drilling equipment that offset a portion of the gross capital expenditures and are still expected to total approximately $45 million in fiscal year 2022.
Depreciation and amortization expenses are still expected to be approximately $405 million
Research and development expenses for fiscal year 2022 are still expected to be roughly $27 million
Selling, general and administrative expenses for fiscal year 2022 are now expected to be just over $180 million
Select Items Included in Net Income per Diluted Share
 
Second quarter of fiscal year 2022 net loss of $(0.05) per diluted share included $0.12 in after-tax gains comprised of the following:
$0.13 of non-cash after-tax gains related to fair market value adjustments to equity investments
$(0.00) of after-tax losses related to restructuring charges
$(0.01) of after-tax losses related to the sale of assets

First quarter of fiscal year 2022 net loss of $(0.48) per diluted share included $(0.03) in after-tax losses comprised of the following:
$0.13 of after-tax gains related to a settlement of a previous contractual dispute with an international customer
$0.38 of non-cash after-tax gains related to fair market value adjustments to equity investments
$(0.01) of after-tax losses related to restructuring charges
$(0.03) of after-tax losses related to the sale of assets
$(0.03) of non-cash after-tax losses for impairments related to fair market value adjustments to decommissioned rigs and equipment that are held for sale
$(0.47) of after-tax losses related to a debt make-whole premium and write-off of debt discount and issuance costs

Conference Call
A conference call will be held on Thursday, April 28, 2022, at 11:00 a.m. (ET) with John Lindsay, President and CEO, Mark Smith, Senior Vice President and CFO, and Dave Wilson, Vice President of Investor Relations, to discuss the Company’s second quarter fiscal year 2022 results. Dial-in information for the conference call is (877) 830-2596 for domestic callers or (785) 424-1744 for international callers. The call access code is ‘Helmerich’. You may also listen to the conference call that will be broadcast live over the internet by logging on to the Company’s website at http://www.helmerichpayne.com and accessing the corresponding link through the investor relations section by clicking on “Investors” and then clicking on “News and Events - Events & Presentations” to find the event and the link to the webcast.

About Helmerich & Payne, Inc.
Founded in 1920, Helmerich & Payne, Inc. (H&P) (NYSE: HP) is committed to delivering industry leading levels of drilling productivity and reliability. H&P strives to operate with the highest level of integrity, safety and innovation to deliver superior results for its customers and returns for shareholders. Through its subsidiaries, the Company designs, fabricates and operates high-performance drilling rigs in conventional and unconventional plays around the world.  H&P also develops and implements advanced automation, directional drilling and survey management technologies. As of March 31, 2022, H&P's fleet included 236 land rigs in the U.S., 28 international land rigs and seven offshore platform rigs. For more information, see H&P online at www.helmerichpayne.com.





Page 5
News Release
April 27, 2022
Forward-Looking Statements
 
This release includes “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and such statements are based on current expectations and assumptions that are subject to risks and uncertainties. All statements other than statements of historical facts included in this release, including, without limitation, statements regarding our future financial position, operations outlook, business strategy, dividends, share repurchases, budgets, projected costs and plans, objectives of management for future operations, contract terms, financing and funding, spot contract economics, future supply-demand tightness, capex spending and outlook for international markets are forward-looking statements. For information regarding risks and uncertainties associated with the Company’s business, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s SEC filings, including but not limited to its annual report on Form 10‑K and quarterly reports on Form 10‑Q. As a result of these factors, Helmerich & Payne, Inc.’s actual results may differ materially from those indicated or implied by such forward-looking statements. We undertake no duty to publicly update or revise any forward-looking statements, whether as a result of new information changes in internal estimates, expectations or otherwise, except as required under applicable securities laws.

We use our Investor Relations website as a channel of distribution for material company information. Such information is routinely posted and accessible on our Investor Relations website at www.helmerichpayne.com.



Note Regarding Trademarks. Helmerich & Payne, Inc. owns or has rights to the use of trademarks, service marks and trade names that it uses in conjunction with the operation of its business. Some of the trademarks that appear in this release or otherwise used by H&P include FlexRig, which may be registered or trademarked in the U.S. and other jurisdictions.

(1) Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements for a reconciliation of segment operating income(loss) to direct margin. Expected direct margin for the third quarter of fiscal 2022 is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measure is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain item. There, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, we are unable to provide a reconciliation of expected direct margin to the most comparable GAAP measure without unreasonable effort.

(2) Select items are considered non-GAAP metrics and are included as a supplemental disclosure as the Company believes identifying and excluding select items is useful in assessing and understanding current operational performance, especially in making comparisons over time involving previous and subsequent periods and/or forecasting future periods results. Select items are excluded as they are deemed to be outside of the Company's core business operations. See — Non-GAAP Measurements.


 
Contact:  Dave Wilson, Vice President of Investor Relations
investor.relations@hpinc.com
(918) 588‑5190




Page 6
News Release
April 27, 2022
HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months EndedSix Months Ended
(in thousands, except per share 
amounts)
March 31,December 31,March 31,March 31,March 31,
20222021202120222021
OPERATING REVENUES
Drilling services$465,370 $407,534 $294,026 $872,904 $538,807 
Other2,227 2,248 2,145 4,475 3,741 
467,597 409,782 296,171 877,379 542,548 
OPERATING COSTS AND EXPENSES
Drilling services operating expenses, excluding depreciation and amortization339,759 299,652 230,313 639,411 429,002 
Other operating expenses1,181 1,182 1,274 2,363 2,636 
Depreciation and amortization102,937 100,437 106,417 203,374 213,278 
Research and development6,387 6,527 5,334 12,914 10,917 
Selling, general and administrative47,051 43,715 39,349 90,766 78,652 
Asset impairment charge— 4,363 54,284 4,363 54,284 
Restructuring charges63 742 1,608 805 1,746 
Gain on reimbursement of drilling equipment(6,448)(5,254)(3,748)(11,702)(5,939)
Other (gain) loss on sale of assets(716)1,029 22,263 313 12,118 
490,214 452,393 457,094 942,607 796,694 
OPERATING LOSS FROM CONTINUING OPERATIONS(22,617)(42,611)(160,923)(65,228)(254,146)
Other income (expense)
Interest and dividend income3,399 2,589 4,819 5,988 6,698 
Interest expense(4,390)(6,114)(5,759)(10,504)(11,898)
Gain on investment securities22,132 47,862 2,520 69,994 5,444 
Loss on extinguishment of debt— (60,083)— (60,083)— 
Other(476)(542)(577)(1,018)(2,057)
20,665 (16,288)1,003 4,377 (1,813)
Loss from continuing operations before income taxes (1,952)(58,899)(159,920)(60,851)(255,959)
Income tax expense (benefit)2,672 (7,568)(36,624)(4,896)(54,739)
Loss from continuing operations(4,624)(51,331)(123,296)(55,955)(201,220)
Income (loss) from discontinued operations before income taxes(352)(31)2,293 (383)9,786 
Income tax provision— — — — — 
Income (loss) from discontinued operations(352)(31)2,293 (383)9,786 
NET LOSS$(4,976)$(51,362)$(121,003)$(56,338)$(191,434)
Basic earnings (loss) per common share:
Loss from continuing operations$(0.05)$(0.48)$(1.15)$(0.53)$(1.87)
Income from discontinued operations$— $— $0.02 $— $0.09 
Net loss$(0.05)$(0.48)$(1.13)$(0.53)$(1.78)
Diluted earnings (loss) per common share:
Loss from continuing operations$(0.05)$(0.48)$(1.15)$(0.53)$(1.87)
Income from discontinued operations$— $— $0.02 $— $0.09 
Net loss$(0.05)$(0.48)$(1.13)$(0.53)$(1.78)
Weighted average shares outstanding (in thousands):
Basic105,393 107,571 107,861 106,494 107,738 
Diluted105,393 107,571 107,861 106,494 107,738 



Page 7
News Release
April 27, 2022
HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
March 31,September 30,
(in thousands except share data and share amounts)20222021
ASSETS
Current Assets:
Cash and cash equivalents$202,206 $917,534 
Short-term investments148,377 198,700 
Accounts receivable, net of allowance of $2,490 and $2,068, respectively
329,572 228,894 
Inventories of materials and supplies, net83,588 84,057 
Prepaid expenses and other, net97,380 85,928 
Assets held-for-sale57,373 71,453 
Total current assets918,496 1,586,566 
Investments219,295 135,444 
Property, plant and equipment, net3,022,335 3,127,287 
Other Noncurrent Assets:
Goodwill45,653 45,653 
Intangible assets, net70,246 73,838 
Operating lease right-of-use assets45,325 49,187 
Other assets, net13,000 16,153 
Total other noncurrent assets174,224 184,831 
Total assets$4,334,350 $5,034,128 
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable$105,123 $71,996 
Dividends payable26,697 27,332 
Current portion of long-term debt, net— 483,486 
Accrued liabilities245,778 283,492 
Total current liabilities377,598 866,306 
Noncurrent Liabilities:
Long-term debt, net541,969 541,997 
Deferred income taxes552,263 563,437 
Other125,754 147,757 
Noncurrent liabilities - discontinued operations2,356 2,013 
Total noncurrent liabilities1,222,342 1,255,204 
Shareholders' Equity:
Common stock, $.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of both March 31, 2022 and September 30, 2021, and 105,285,460 and 107,898,859 shares outstanding as of March 31, 2022 and September 30, 2021, respectively
11,222 11,222 
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued— — 
Additional paid-in capital514,771 529,903 
Retained earnings2,463,665 2,573,375 
Accumulated other comprehensive loss(19,456)(20,244)
Treasury stock, at cost, 6,937,405 shares and 4,324,006 shares as of March 31, 2022 and September 30, 2021, respectively
(235,792)(181,638)
Total shareholders’ equity2,734,410 2,912,618 
Total liabilities and shareholders' equity$4,334,350 $5,034,128 



Page 8
News Release
April 27, 2022
HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended March 31,
(in thousands)20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(56,338)$(191,434)
Adjustment for (income) loss from discontinued operations383 (9,786)
Loss from continuing operations(55,955)(201,220)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization203,374 213,278 
Asset impairment charge4,363 54,284 
Amortization of debt discount and debt issuance costs559 920 
Loss on extinguishment of debt60,083 — 
Provision for credit loss669 (227)
Provision for obsolete inventory(761)423 
Stock-based compensation14,163 14,277 
Gain on investment securities(69,994)(5,444)
Gain on reimbursement of drilling equipment(11,702)(5,939)
Other loss on sale of assets313 12,118 
Deferred income tax benefit(11,597)(46,068)
Other(3,526)3,646 
Changes in assets and liabilities(111,051)18,779 
Net cash provided by operating activities from continuing operations18,938 58,827 
Net cash used in operating activities from discontinued operations(42)(25)
Net cash provided by operating activities18,896 58,802 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(104,482)(30,745)
Other capital expenditures related to assets held-for-sale(10,550)— 
Purchase of short-term investments(68,565)(105,662)
Purchase of long-term investments(14,124)(1,069)
Proceeds from sale of short-term investments117,456 63,742 
Proceeds from asset sales34,944 13,419 
Net cash used in investing activities(45,321)(60,315)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid(54,007)(54,230)
Payments for employee taxes on net settlement of equity awards(5,503)(2,119)
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(76,999)— 
Other(587)— 
Net cash used in financing activities(680,915)(56,599)
Net decrease in cash and cash equivalents and restricted cash(707,340)(58,112)
Cash and cash equivalents and restricted cash, beginning of period936,716 536,747 
Cash and cash equivalents and restricted cash, end of period$229,376 $478,635 
 



Page 9
News Release
April 27, 2022
HELMERICH & PAYNE, INC.
SEGMENT REPORTING
Three Months EndedSix Months Ended
March 31,December 31,March 31,March 31,
(in thousands, except operating statistics)
20222021202120222021
NORTH AMERICA SOLUTIONS
Operating revenues$408,814 $341,034 $249,939 $749,848 $451,929 
Direct operating expenses294,397 256,568 185,841 550,965 343,150 
Depreciation and amortization95,817 93,621 99,917 189,438 200,241 
Research and development6,420 6,568 5,329 12,988 10,795 
Selling, general and administrative expense10,883 10,829 12,960 21,712 24,640 
Asset impairment charge— 1,868 54,284 1,868 54,284 
Restructuring charges— 473 1,442 473 1,581 
Segment operating income (loss)$1,297 $(28,893)$(109,834)$(27,596)$(182,762)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
114,417 84,466 64,098 198,883 108,779 
Revenue days3
14,752 12,946 9,454 27,698 16,916 
Average active rigs4
164 141 105 152 93 
Number of active rigs at the end of period5
171 154 109 171 109 
Number of available rigs at the end of period236 236 242 236 242 
Reimbursements of "out-of-pocket" expenses46,664 43,129 27,290 89,793 46,079 
INTERNATIONAL SOLUTIONS
Operating revenues27,422 37,159 14,813 64,581 25,331 
Direct operating expenses25,171 24,131 16,718 49,302 34,241 
Depreciation1,049 755 415 1,804 788 
Selling, general and administrative expense2,050 1,729 1,138 3,779 2,117 
Asset impairment charge— 2,495 — 2,495 — 
Segment operating income (loss)$(848)$8,049 $(3,458)$7,201 $(11,815)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
2,251 13,028 (1,905)15,279 (8,910)
Revenue days3
636 647 393 1,283 741 
Average active rigs4
Number of active rigs at the end of period5
Number of available rigs at the end of period28 28 32 28 32 
Reimbursements of "out-of-pocket" expenses1,226 1,443 1,613 2,669 4,172 
OFFSHORE GULF OF MEXICO
Operating revenues$29,147 $29,314 $29,274 58,461 61,547 
Direct operating expenses20,884 20,711 23,069 41,595 49,325 
Depreciation2,401 2,380 2,593 4,781 5,199 
Selling, general and administrative expense584 757 634 1,341 1,303 
Segment operating income$5,278 $5,466 $2,978 $10,744 $5,720 
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
8,263 8,603 6,205 16,866 12,222 
Revenue days3
360 368 360 728 820 
Average active rigs4
Number of active rigs at the end of period5
Number of available rigs at the end of period
Reimbursements of "out-of-pocket" expenses5,809 6,075 5,193 11,884 13,061 

1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
3)Defined as the number of contractual days we recognized revenue for during the period.
4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e. 90 days).
5)Defined as the number of rigs generating revenue at the applicable end date of the time period.



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April 27, 2022
    
Segment reconciliation amounts were as follows:
Three Months Ended March 31, 2022
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
Operating revenue$408,814 $29,147 $27,422 $2,214 $— $467,597 
Intersegment— — — 13,204 (13,204)— 
Total operating revenue$408,814 $29,147 $27,422 $15,418 $(13,204)$467,597 
Direct operating expenses$285,596 $19,149 $25,030 $11,165 $— $340,940 
Intersegment8,801 1,735 141 43 (10,720)— 
Total drilling services & other operating expenses$294,397 $20,884 $25,171 $11,208 $(10,720)$340,940 

Six Months Ended March 31, 2022
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
Operating revenue$749,848 $58,461 $64,581 $4,489 $— $877,379 
Intersegment— — — 26,852 (26,852)— 
Total operating revenue$749,848 $58,461 $64,581 $31,341 $(26,852)$877,379 
Direct operating expenses$532,322 $37,946 $49,045 $22,461 $— $641,774 
Intersegment18,643 3,649 257 67 (22,616)— 
Total drilling services & other operating expenses$550,965 $41,595 $49,302 $22,528 $(22,616)$641,774 

    
The following table reconciles segment operating income (loss) per the information above to loss from continuing operations before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
        
Three Months EndedSix Months Ended
March 31,December 31,March 31,March 31,
(in thousands)20222021202120222021
Operating income (loss)
North America Solutions$1,297 $(28,893)$(109,834)$(27,596)$(182,762)
International Solutions(848)8,049 (3,458)7,201 (11,815)
Offshore Gulf of Mexico5,278 5,466 2,978 10,744 5,720 
Other3,167 3,929 (1,072)7,096 3,039 
Eliminations(2,031)(1,282)(3,433)(3,313)(5,559)
Segment operating income (loss)$6,863 $(12,731)$(114,819)$(5,868)$(191,377)
Gain on reimbursement of drilling equipment6,448 5,254 3,748 11,702 5,939 
Other gain (loss) on sale of assets716 (1,029)(22,263)(313)(12,118)
Corporate selling, general and administrative costs, corporate depreciation, and corporate restructuring charges(36,644)(34,105)(27,589)(70,749)(56,590)
Operating loss from continuing operations$(22,617)$(42,611)$(160,923)$(65,228)$(254,146)
Other income (expense):
Interest and dividend income3,399 2,589 4,819 5,988 6,698 
Interest expense(4,390)(6,114)(5,759)(10,504)(11,898)
Gain on investment securities22,132 47,862 2,520 69,994 5,444 
Loss on extinguishment of debt— (60,083)— (60,083)— 
Other(476)(542)(577)(1,018)(2,057)
Total unallocated amounts20,665 (16,288)1,003 4,377 (1,813)
Loss from continuing operations before income taxes$(1,952)$(58,899)$(159,920)$(60,851)$(255,959)



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April 27, 2022

SUPPLEMENTARY STATISTICAL INFORMATION 
Unaudited

 
U.S. LAND RIG COUNTS & MARKETABLE FLEET STATISTICS
April 27,March 31,December 31,Q2FY22
202220222021Average
U.S. Land Operations
Term Contract Rigs104 103 85 95 
Spot Contract Rigs69 68 69 69 
Total Contracted Rigs173 171 154 164 
Idle or Other Rigs63 65 82 72 
Total Marketable Fleet236 236 236 236 

H&P GLOBAL FLEET UNDER TERM CONTRACT STATISTICS
Number of Rigs Already Under Long-Term Contracts(*)
(Estimated Quarterly Average — as of 3/31/22)
Q3Q4Q1Q2Q3Q4Q1
SegmentFY22FY22FY23FY23FY23FY23FY24
U.S. Land Operations103.091.140.917.711.79.46.0
International Land Operations3.96.06.06.04.84.04.0
Offshore Operations— — — — — — — 
Total106.997.146.923.716.513.410.0
(*) All of the above rig contracts have original terms equal to or in excess of six months and include provisions for early termination fees.
 
Non-GAAP Measurements

NON-GAAP RECONCILIATION OF SELECT ITEMS AND ADJUSTED NET LOSS(**)
Three Months Ended March 31, 2022
(in thousands, except per share data)PretaxTaxNetEPS
Net loss (GAAP basis)$(4,976)$(0.05)
(-) Fair market adjustments to equity investments$22,308 $8,483 13,825 0.13 
(-) Restructuring charges(63)(10)(53)— 
(-) Loss related to the sale of equipment(1,353)(205)(1,148)(0.01)
Adjusted net loss (Non-GAAP)$(17,600)$(0.17)
Three Months Ended December 31, 2021
(in thousands, except per share data)PretaxTaxNetEPS
Net loss (GAAP basis)$(51,362)$(0.48)
(-) Fair market adjustments to equity investments$47,931 $7,223 40,708 0.38 
(-) Settlement of a previous contractual dispute with an international customer16,381 2,469 13,912 0.13 
(-) Restructuring charges(742)(112)(630)(0.01)
(-) Loss related to the sale of equipment(3,391)(511)(2,880)(0.03)
(-) Impairment for fair market value adjustments to equipment held for sale(4,363)(658)(3,705)(0.03)
(-) Debt make whole premium and write-off of debt discount and issuance costs(60,083)(9,054)(51,029)(0.47)
Adjusted net loss (Non-GAAP)$(47,738)$(0.45)
(**)Select items and adjusted net loss are considered non-GAAP metrics. The Company believes identifying and excluding select items is useful in assessing and understanding current operational performance, especially in making comparisons over time involving previous and subsequent periods and/or forecasting future period results. Select items are excluded as they are deemed to be outside of the Company's core business operations.



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News Release
April 27, 2022

NON-GAAP RECONCILIATION OF DIRECT MARGIN
Direct margin is considered a non-GAAP metric. We define "direct margin" as operating revenues less direct operating expenses. Direct margin is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. Direct margin is not a substitute for financial measures prepared in accordance with GAAP and should therefore be considered only as supplemental to such GAAP financial measures.
The following table reconciles direct margin to segment operating income (loss), which we believe is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to direct margin.
.
Three Months Ended March 31, 2022
(in thousands)North America SolutionsOffshore Gulf of MexicoInternational Solutions
Segment operating income (loss)$1,297 $5,278 $(848)
Add back:
Depreciation and amortization95,817 2,401 1,049 
Research and development6,420 — — 
Selling, general and administrative expense10,883 584 2,050 
Direct margin (Non-GAAP)$114,417 $8,263 $2,251 
Three Months Ended December 31, 2021
(in thousands)North America SolutionsOffshore Gulf of MexicoInternational Solutions
Segment operating income (loss)$(28,893)$5,466 $8,049 
Add back:
Depreciation and amortization93,621 2,380 755 
Research and development6,568 — — 
Selling, general and administrative expense10,829 757 1,729 
Asset impairment charge1,868 — 2,495 
Restructuring charges473 — — 
Direct margin (Non-GAAP)$84,466 $8,603 $13,028 
Three Months Ended March 31, 2021
(in thousands)North America SolutionsOffshore Gulf of MexicoInternational Solutions
Segment operating income (loss)$(109,834)$2,978 $(3,458)
Add back:
Depreciation and amortization99,917 2,593 415 
Research and development5,329 — — 
Selling, general and administrative expense12,960 634 1,138 
Asset impairment charge54,284 — — 
Restructuring charges1,442 — — 
Direct margin (Non-GAAP)$64,098 $6,205 $(1,905)



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Six Months Ended March 31, 2022
(in thousands)North America SolutionsOffshore Gulf of MexicoInternational Solutions
Segment operating income (loss)$(27,596)$10,744 $7,201 
Add back:
Depreciation and amortization189,438 4,781 1,804 
Research and development12,988 — — 
Selling, general and administrative expense21,712 1,341 3,779 
Asset impairment charge1,868 — 2,495 
Restructuring charges473 — — 
Direct margin (Non-GAAP)$198,883 $16,866 $15,279 
Six Months Ended March 31, 2021
(in thousands)North America SolutionsOffshore Gulf of MexicoInternational Solutions
Segment operating income (loss)$(182,762)$5,720 $(11,815)
Add back:
Depreciation and amortization200,241 5,199 788 
Research and development10,795 — — 
Selling, general and administrative expense24,640 1,303 2,117 
Asset impairment charge54,284 — — 
Restructuring charges1,581 — — 
Direct margin (Non-GAAP)$108,779 $12,222 $(8,910)