Helmerich & Payne, Inc.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 11, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 2. Results of Operations
KCA Deutag's results of operations for its land operations and offshore management contract operations are reported within our International Solutions and Offshore Solutions operating segments, respectively. KCA Deutag's manufacturing and engineering operations results are included in "Other". The results of operations attributable to the Acquisition have been included in our Unaudited Condensed Consolidated Financial Statements since the date of the acquisition, on January 16, 2025, through June 30, 2025. Revenue and net loss attributable to the net assets acquired for the period January 16, 2025 through June 30, 2025, were $669.2 million and $253.2 million, respectively.
During the three and nine months ended June 30, 2025, we recognized approximately $8.6 million and $49.0 million, respectively, in acquisition transaction costs associated with the Acquisition, as compared to $6.7 million and $7.5 million for the three and nine months ended June 30, 2024, respectively. These non-recurring costs are primarily related to third-party legal, advisory and valuation services and are included in Acquisition transaction costs on the Unaudited Condensed Consolidated Statements of Operations.
Pro Forma Financial Information
The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, and is not indicative of future results of operations.
The summarized unaudited pro forma financial information reflects several adjustments to reflect preliminary purchase price accounting and differences in accounting policies between International Financial Reporting Standards ("IFRS") and U.S. GAAP. These adjustments account for incremental depreciation and amortization expenses based on the fair value of KCA Deutag’s assets, the elimination of interest expenses from KCA Deutag’s historical borrowings, and the addition of H&P debt to fund the acquisition. The pro forma adjustments are based upon currently available information and certain assumptions that H&P believes are reasonable under the circumstances. The tax impact of these adjustments was determined using statutory tax rates.
The following unaudited pro forma combined financial information presents results for the three and nine months ended June 30, 2025 and 2024, as if we had completed the Acquisition on October 1, 2023:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Revenue | $1,040,924 | $1,139,718 | $3,220,357 | $3,366,714 |
| Net income (loss) | (161,899) | 59,989 | (177,803) | 216,324 |
| Net income attributable to non-controlling interest | 859 | 13,319 | 6,138 | 10,355 |
| Net income (loss) attributable to Helmerich & Payne, Inc. | $(162,758) | $46,670 | $(183,941) | $205,969 |
NOTE 4 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of June 30, 2025 and September 30, 2024 consisted of the following:
| (in thousands) | Estimated Useful Lives | June 30, 2025 | September 30, 2024 |
|---|---|---|---|
| Drilling services equipment | 2 - 15 years | $8,095,850 | $6,671,975 |
| Tubulars | 4 years | 605,423 | 552,773 |
| Real estate properties | 10 - 45 years | 8,223 | 48,617 |
| Other | 2 - 23 years | 612,104 | 460,857 |
| Construction in progress1 | 203,822 | 106,183 | |
| 9,525,422 | 7,840,405 | ||
| Accumulated depreciation | (5,117,266) | (4,824,128) | |
| Property, plant and equipment, net | $4,408,156 | $3,016,277 | |
| Assets held-for-sale | $14,238 | $— | |
(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.
Refer to Note 3—Business Combination for additional information regarding the property, plant and equipment acquired in connection with the Acquisition.
Depreciation
Depreciation expense during the three months ended June 30, 2025 and 2024 was $160.8 million and $96.2 million, including abandonments of $0.1 million during each respective period. Depreciation expense during the nine months ended June 30, 2025 and 2024 was $405.1 million and $291.5 million, including abandonments of $2.0 million and $3.2 million, respectively. These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations.
In November 2022, a fire at a wellsite caused substantial damage toone 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. During the nine months ended June 30, 2024, we recognized a gain on involuntary conversion of the rig of $5.5 million which represents the insurance proceeds received in excess of the carrying value of the rig and therefore was recognized as a gain within operating income during the nine months ended June 30, 2024.
Assets Held-for-Sale
During the three months ended June 30, 2025, we committed to a plan to sell a significant portion of our real estate portfolio, including a shopping center comprised of approximately 371,000 leasable square feet with a net book value of $11.0 million. Separately, within the same period, we identified 16 land rigs within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate remaining net book value of $3.2 million. As a result, a combined total of $14.2 million in real estate and land rig assets were reclassified from Property, plant and equipment to Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets during the period.
During the nine months ended June 30, 2025, we identified a domestic drilling rig that met the asset held-for-sale criteria. The rig's net book value of $1.7 million was written down to its estimated scrap value of $0.2 million, resulting in a non-cash impairment charge of $1.5 million in our North America Solutions segment during the nine months ended June 30, 2025.
Gain on Reimbursement of Drilling Equipment
We recognized a gain of $6.8 million and $26.1 million during the three and nine months ended June 30, 2025 as compared to a gain of $9.7 million and $24.7 million during the three and nine months ended June 30, 2024, 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.
NOTE 5 LEASES
Lease Position
| (in thousands) | June 30, 2025 | September 30, 2024 |
|---|---|---|
| Operating lease commitments, including probable extensions1 | $188,019 | $104,535 |
| Discounted using the lessee's incremental borrowing rate | $144,947 | $77,316 |
| (Less): short-term leases recognized on a straight-line basis as expense | (445) | (404) |
| (Less): other | (1,543) | (182) |
| Lease liability recognized | $142,959 | $76,730 |
| Of which: | ||
| Current lease liabilities | $34,132 | $16,997 |
| Non-current lease liabilities | 108,827 | 59,733 |
(1)Our future minimum rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future. Those probable extensions are included in the operating lease liability balance.
The recognized right-of-use assets relate to the following types of assets:
| (in thousands) | June 30, 2025 | September 30, 2024 |
|---|---|---|
| Real estate properties | $113,902 | $66,842 |
| Drilling equipment | 6,311 | 234 |
| Total right-of-use assets | $120,213 | $67,076 |
Lease Costs
The following table presents certain information related to the lease costs for our operating leases:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Operating lease cost | $9,727 | $3,077 | $21,135 | $9,069 |
| Short-term lease cost | 6,659 | 445 | 19,903 | 1,166 |
| Total lease cost | $16,386 | $3,522 | $41,038 | $10,235 |
Lease Terms and Discount Rates
The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases:
| June 30, 2025 | September 30, 2024 | |
|---|---|---|
| Weighted average remaining lease term | 10.9 | 11.6 |
| Weighted average discount rate | 5.3% | 5.1% |
Lease Obligations
Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at June 30, 2025 (in thousands) are as follows:
| Fiscal Year | Amount |
|---|---|
| Remainder of 2025 | $9,104 |
| 2026 | 22,520 |
| 2027 | 17,152 |
| 2028 | 15,440 |
| 2029 | 14,420 |
| Thereafter | 77,129 |
| Total1 | $155,765 |
(1)Our future minimum rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future. Those probable extensions are included in the operating lease liability balance.
Of the $155.8 million of future minimum rental payments, $61.8 million is attributable to our recently acquired subsidiary, KCA Deutag.
During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa industrial facility. As part of the amendment, we extended the lease term, now continuing through June 30, 2035 withtwo five-year renewal options, resulting in an increase of $18.1 million to the right-of-use assets and lease liability on our Consolidated Balance Sheet. We recognizedone of thefive-year renewal options as part of our right-of-use assets and lease liabilities. This contract is accounted for as an operating lease. The future minimum lease payments for the Tulsa industrial facility represent a material portion of the amounts shown in the table above.
During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa corporate headquarters, resulting in a $5.9 million increase to right-of-use assets and lease liability on our Consolidated Balance Sheets. The additional right of use asset will be amortized over the remaining 11 years of the original lease term. The future minimum lease payments for our corporate headquarters office space represent a material portion of the amounts shown in the table above.
NOTE 6 GOODWILL AND INTANGIBLE ASSETS
Due to the Acquisition, we recognized increases to our goodwill and intangible assets balances as of June 30, 2025. The goodwill and intangible assets recognized as a result of the Acquisition are considered preliminary. The purchase price allocation may be subject to future adjustments due to the final valuation of acquired assets and assumed liabilities, working capital adjustments, and the valuation of deferred taxes, and any such future adjustments may be recognized in earnings immediately as an adjustment to the impairment charge discussed below. The final valuation will be completed within the measurement period, no later than one year from the Acquisition Date, as allowed by ASC 805. During the three months ended June 30, 2025, we recorded certain measurement period adjustments that increased the fair value of inventory and intangible assets each by $2.0 million and decreased goodwill by $4.0 million. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
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. Our reporting units with goodwill are H&P Technologies, International Solutions, Offshore Solutions, and Kenera.
During the third fiscal quarter of 2025, due primarily to the sustained decline in our share price and market capitalization, we identified indicators of potential impairment of goodwill and performed an interim impairment test. We estimated the fair value of each reporting unit using a market approach, incorporating significant unobservable, or Level 3, inputs, as defined by the fair value hierarchy. We employed a combination of the guideline public company method and the guideline transactions method, leveraging company comparisons and analyst reports from the energy industry, which supported a range of fair values derived from annualized earnings before interest, income taxes, depreciation and amortization ("EBITDA") multiples between 2.5x and 5.5x for guideline public companies and between 3.4x and 7.6x for guideline transactions. We then derived an estimated fair value of each reporting unit based on an EBITDA multiple at or below the peer-median trading multiple.
Based on our interim goodwill impairment test as of June 30, 2025, we concluded that the International Solutions and Kenera reporting units' carrying value exceeded their respective estimated fair value. As a result, we recorded a non-cash goodwill impairment charge of $128.4 million and $44.9 million, respectively, during the three months ended June 30, 2025, which represented a full impairment of the goodwill allocated to these reporting units. The estimated fair values of our H&P Technologies and Offshore Solutions reporting units as of June 30, 2025 exceeded their respective carrying values by approximately 76 percent and 20 percent, respectively. These estimates reflect management’s best judgments as of June 30, 2025; however, changes in key assumptions or market conditions could yield materially different outcomes. We will continue to monitor events and circumstances that may affect fair values.
The following table sets forth our goodwill balance by segment for the periods indicated:
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Other | Total |
|---|---|---|---|---|---|
| Goodwill balance at September 30, 2024 | $45,653 | $— | $— | $— | $45,653 |
| Acquisition of KCA Deutag1 | — | 131,351 | 121,906 | 44,907 | 298,164 |
| Measurement period adjustments | — | (3,000) | (1,000) | — | (4,000) |
| Impairment charges | — | (128,351) | — | (44,907) | (173,258) |
| Goodwill balance at June 30, 2025 | $45,653 | $— | $120,906 | $— | $166,559 |
(1)The allocation of goodwill is preliminary and may be updated as we continue to evaluate the benefits of expected commercial synergies to our segments.
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 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with our policies for valuation of long-lived assets. After initial recognition, in-process research and development ("IPR&D") assets are considered indefinite-lived until the abandonment or completion of the associated research and development effort. Acquired IPR&D is not amortized, but is subject to an annual impairment assessment. Our intangible assets consist of the following:
| June 30, 2025 · September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands) | Weighted Average Estimated Useful Lives | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net |
| Finite-lived intangible assets: | |||||||
| Developed technology | 14 years | $110,516 | $45,300 | $65,216 | $89,096 | $40,047 | $49,049 |
| Customer relationships | 9 years | 432,200 | 25,005 | 407,195 | — | — | — |
| Intellectual property | 13 years | 2,000 | 781 | 1,219 | 2,000 | 662 | 1,338 |
| Trade name | 13 years | 16,725 | 2,743 | 13,982 | 5,865 | 2,105 | 3,760 |
| Indefinite-lived intangible asset: | |||||||
| In-process research and development | Indefinite | 6,183 | — | 6,183 | — | — | — |
| $567,624 | $73,829 | $493,795 | $96,961 | $42,814 | $54,147 | ||
Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $18.7 million and $1.6 million for the three months ended June 30, 2025 and 2024, respectively and $31.1 million and $4.8 million for the nine months ended June 30, 2025 and 2024, respectively.
Over the next five years, amortization expense is estimated to be as follows:
| (in thousands) | |
|---|---|
| Fiscal year: | |
| Remainder of 2025 | $19,435 |
| 2026 | 74,198 |
| 2027 | 72,718 |
| 2028 | 72,711 |
| 2029 | 47,894 |
NOTE 7 DEBT
As of June 30, 2025 and September 30, 2024, we have the following long-term debt outstanding with maturity shown in the following table:
| June 30, 2025 | September 30, 2024 | |||||
|---|---|---|---|---|---|---|
| (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 December 1, 2027 | $350,000 | $(2,576) | $347,424 | $350,000 | $(2,907) | $347,093 |
| Due December 1, 2029 | 350,000 | (3,579) | 346,421 | 350,000 | (3,703) | 346,297 |
| Due September 29, 2031 | 550,000 | (3,814) | 546,186 | 550,000 | (4,262) | 545,738 |
| Due December 1, 2034 | 550,000 | (6,943) | 543,057 | 550,000 | (6,946) | 543,054 |
| Total unsecured senior notes | $1,800,000 | $(16,912) | $1,783,088 | $1,800,000 | $(17,818) | $1,782,182 |
| Unsecured term loan credit agreement: | ||||||
| Due January 15, 2027 | 327,000 | (1,171) | 325,829 | — | — | — |
| Secured term loan credit agreements: | ||||||
| Due December 31, 2033 | 40,647 | (915) | 39,732 | — | — | — |
| Due December 31, 2034 | 43,947 | (901) | 43,046 | — | — | — |
| Total secured term loan credit agreements | $84,594 | $(1,816) | $82,778 | $— | $— | $— |
| Total debt | $2,211,594 | $(19,899) | $2,191,695 | $1,800,000 | $(17,818) | $1,782,182 |
| Less: current portion of long-term debt | (6,859) | — | (6,859) | — | — | — |
| Total long-term debt, net | $2,204,735 | $(19,899) | $2,184,836 | $1,800,000 | $(17,818) | $1,782,182 |
Senior Notes Issued in Fiscal Year 2024
On September 17, 2024, we completed a private offering of $1.25 billion aggregate principal amount of senior notes, comprised of the following tranches (collectively, the “Notes”): $350.0 million aggregate principal amount of 4.65 percent senior notes due 2027 issued at a price equal to 99.958 percent of their face value, $350.0 million aggregate principal amount of 4.85 percent senior notes due 2029 issued at a price equal to 99.883 percent of their face value and $550.0 million aggregate principal amount of 5.50 percent senior notes due 2034 issued at a price equal to 99.670 percent of their face value. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2025.
On January 16, 2025, H&P completed the Acquisition, and the Company used the net proceeds of the Notes, together with the proceeds of its term loan credit agreement (discussed below) and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag’s outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
In connection with the issuance of the Notes, the Company also entered into a registration rights agreement, dated as of September 17, 2024 (the "Registration Rights Agreement"), with the initial purchasers of the Notes named therein. Under the Registration Rights Agreement, the Company agreed, among other things, to use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange each series of the Notes for freely tradable notes (“Registered Notes”) having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”). Accordingly, on May 15, 2025, the Company filed a registration statement on Form S-4 with the SEC, which was declared effective on May 28, 2025. On May 28, 2025, the Company launched the Registered Exchange Offer, which expired on July 10, 2025. Substantially all of the Notes were tendered and exchanged for Registered Notes in the Exchange Offer.
The indenture governing the Notes contains certain covenants that, among other things, 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 Notes also contains customary events of default with respect to the Notes.
Senior Notes Issued in Fiscal Year 2021
On September 29, 2021, we issued$550.0 million aggregate principal amount of the 2.90 percent senior notes due 2031 ("the 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 as amended (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.
In June 2022, we settled a registered exchange offer (the “2022 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.
Term Loan Credit Agreement
On August 14, 2024, the Company entered into an unsecured term loan credit agreement (the "Term Loan Credit Agreement"), among the Company, Morgan Stanley Senior Funding, Inc. (“MSSF”) as administrative agent, and the other lenders party thereto. On the Closing Date, the Company drew an aggregate principal amount of $400.0 million under the Term Loan Credit Agreement for purposes of financing the Acquisition. The Term Loan Credit Agreement matures at thetwo-year anniversary of the funding of the term loans unless earlier terminated pursuant to the terms of the Term Loan Credit Agreement. On January 16, 2025, H&P completed the Acquisition, and the Company used the proceeds from the Term Loan Credit Agreement, together with the net proceeds from the Notes, and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag's outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination. During thethree and nine months ended June 30, 2025, the Company repaid$48.0 million and $73.0 million, respectively, of the outstanding balance on the Term Loan Credit Agreement. As such, the outstanding balance as of June 30, 2025, was$327.0 million. In July 2025, we repaid$47.0 million, decreasing the outstanding balance on the Term Loan Credit Agreement to $280.0 million.
The benchmark rate is the Secured Overnight Financing Rate ("SOFR"). We can elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin. The adjusted SOFR rate is the forward-looking term rate based on SOFR for the applicable tenor of one, three, or six months, plus 0.10 percent per annum. The adjusted base rate is a fluctuating rate per annum equal to the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 0.50 percent, or (iii) the one-month adjusted SOFR rate plus 1.0 percent. We also pay a commitment fee on the unused balance of the facility. Borrowing spreads as well as commitment fees are determined based on the debt rating for senior unsecured debt of the Company, as determined by Moody’s and Standard & Poor’s. The applicable margin for SOFR borrowings and adjusted base rate borrowings ranges from 1.0 percent to 1.625 percent per annum andzero to 0.625 percent per annum, respectively. Commitment fees for both rates range from 0.10 percent to 0.250 percent per annum. Based on the unsecured debt rating of the Company on June 30, 2025, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent. As of June 30, 2025, the interest rate on the Term Loan was 5.793 percent per annum. The weighted average variable interest rate on all amounts outstanding under the Term Loan was 5.796 percent and 5.731 percent for thethree and nine months ended June 30, 2025.
Bridge Loan Facility
In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a debt commitment letter dated July 25, 2024 with MSSF, pursuant to which MSSF committed, subject to satisfaction of standard conditions, to provide the Company with an unsecured 364-day bridge loan facility in an aggregate principal amount of approximately $2.0 billion (the “Bridge Loan Facility”) the proceeds of which would, if drawn, be used to fund the Acquisition. In connection with the Bridge Loan Facility, the Company incurred approximately $10.6 million in commitment fees during the fiscal year ended September 30, 2024. Due to the execution of the other financing arrangements discussed above, the commitments under the Bridge Loan Facility were reduced to $335.3 million as of September 30, 2024. As a result, we recognized approximately $9.2 million of commitment fees recorded within Interest expense on the Consolidated Statement of Operations during fiscal year 2024. As of September 30, 2024, approximately $1.4 million in commitment fees were deferred and included in Prepaid assets and other, net within the Consolidated Balance Sheet. On October 15, 2024, the remaining commitments under the Bridge Loan Facility were reduced such that there were no remaining commitments available, and the Bridge Loan Facility was automatically terminated in accordance with its terms. Upon termination of the facility, we recognized the remaining $1.4 million of commitment fees within Interest expense on the Unaudited Condensed Consolidated Statement of Operations during the nine months ended June 30, 2025.
2024 Oman Facility
In connection with the completion of the Acquisition, KCA Deutag Energy LLC (“KCAD Energy”) became a wholly-owned subsidiary of the Company. On April 25, 2024, KCAD Energy entered into the 2024 Oman Facility, which is fully drawn.
The 2024 Oman Facility provides for term loan borrowings of $45.5 million, which bear interest payable quarterly at a fixed rate of 7.00 percent per annum for the firsttwo years and thereafter, at a rate that is the higher of (x)5.50 percent and (y) the reference rate specified in the 2024 Oman Facility plus 2.60 percent. On February 9, 2025, we received the final draw down of $1.4 million. During the three and nine months ended June 30, 2025, the Company repaid $0.8 million and $1.7 million of the outstanding balance on the facility, respectively. Of the $43.9 million borrowings outstanding at June 30, 2025, a total of $3.4 million is payable within one year. These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2024 Oman Facility mature December 31, 2034.
There is an annual financial covenant in the 2024 Oman Facility that requires KCAD Energy to maintain a debt service coverage ratio of at least 1.20:1.00. The 2024 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
2023 Oman Facility
In connection with the completion of the Acquisition, KCAD Energy became a wholly-owned subsidiary of the Company. On June 19, 2023, KCAD Energy entered into the 2023 Oman Facility, which is fully drawn.
The 2023 Oman Facility provides for term loan borrowings of $45.6 million, which bear interest payable quarterly at a fixed rate of 6.25 percent per annum for the first two years and thereafter, at a rate that is the higher of (x)5.50 percent and (y) the reference rate specified in the 2023 Oman Facility plus 2.79 percent. During the three and nine months ended June 30, 2025, the Company repaid $0.8 million and $1.7 million of the outstanding balance on the facility, respectively. Of the $40.6 million borrowings outstanding at June 30, 2025, a total of $3.4 million is payable within one year. These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2023 Oman Facility mature December 31, 2033.
There is an annual financial covenant in the 2023 Oman Facility that requires KCAD Energy to maintain a debt service coverage ratio of at least 1.20:1.00. The 2023 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
Amended Credit Facility
On August 14, 2024, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with the lenders party thereto (the "Revolving Credit Agreement Lenders"), the issuing lenders party thereto and Wells Fargo, National Association ("Wells Fargo") as administrative agent, swing line lender and issuing lender, which amended and restated the Credit Agreement, dated as of November 13, 2018 (as amended through Amendment No. 2 to the Credit Agreement dated as of March 8, 2022, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo, as administrative agent, swing line lender and issuing lender.
Under the terms of the Amended Credit Facility, the Company may obtain unsecured revolving loans in an aggregate principal amount not to exceed $950.0 million outstanding at any time. $775.0 million of the revolving commitments under the Amended Credit Facility expire on November 12, 2028 and $175.0 million of the revolving commitments mature on November 10, 2027 (the “Stated Maturity Date”), but the Company may requesttwo one-year extensions of the Stated Maturity Date, subject to satisfaction of certain conditions. Commitments under the Amended Credit Facility may be increased by up to $100.0 million, subject to the agreement of the Company and new or existing Revolving Credit Agreement Lenders.
The proceeds of the loans made under the Amended Credit Facility may be used by the Company for (i) working capital and other general corporate purposes, (ii) for the payment of fees and expenses related to the entering into of the Amended Credit Facility and the other credit documents and (iii) for the refinancing of the extensions of credit under the Existing Credit Agreement.
The benchmark rate is the SOFR. We can elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin. The adjusted SOFR rate is the forward-looking term rate based on SOFR for the applicable tenor of one, three, or six months, plus 0.10 percent per annum. The adjusted base rate is a fluctuating rate per annum equal to the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 0.50 percent, or (iii) the one-month adjusted SOFR rate plus 1.0 percent. We also pay a commitment fee on the unused balance of the facility. Borrowing spreads as well as commitment fees are determined based on the debt rating for senior unsecured debt of the Company, as determined by Moody’s and Standard & Poor’s. The applicable margin for SOFR borrowings and adjusted base rate borrowings ranges from 0.875 percent to 1.500 percent per annum andzero to 0.50 percent per annum, respectively. Commitment fees for both rates range from 0.075 percent to 0.200 percent per annum. Based on the unsecured debt rating of the Company on June 30, 2025, the spread over SOFR would have been 1.25 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.15 percent. There is a financial covenant in the Amended Credit Facility that requires us to maintain a total funded debt to total capitalization ratio of less than or equal to 55.0 percent. The Amended Credit Facility contains additional terms, conditions, restrictions and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality, including a limitation that priority debt (as defined in the credit agreement) may not exceed 17.5 percent of the net worth of the Company. As of June 30, 2025, there wereno borrowings or letters of credit outstanding, leaving $950.0 million available to borrow under the Amended Credit Facility.
As of June 30, 2025, we had $400.0 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 $400.0 million, $175.3 million was outstanding as of June 30, 2025. Separately, we had $44.9 million in standby letters of credit and bank guarantees outstanding. In total, we had $220.2 million outstanding as of June 30, 2025.
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 June 30, 2025, we were in compliance with all debt covenants.
NOTE 8 INCOME TAXES
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.
Our income tax expense for the three months ended June 30, 2025 and 2024 was $29.0 million and $33.7 million, respectively, resulting in effective tax rates of (21.8) percent and 27.5 percent, respectively. Our income tax expense for the nine months ended June 30, 2025 and 2024 was $92.1 million and $96.0 million, respectively, resulting in effective tax rates of (764.9) percent and 26.3 percent, respectively.
Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2025, primarily due to non-deductible items, state and foreign income taxes, and discrete tax adjustments. The significant difference between the effective tax rate and the U.S. federal statutory rate for the three and nine months ended June 30, 2025 was primarily driven by the non-deductible goodwill impairment recognized during the current quarter and foreign losses for which no tax benefit has been recognized.
Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2024 primarily due to state and foreign income taxes, permanent non-deductible items, and discrete tax adjustments. The discrete tax adjustments for the three and nine months ended June 30, 2024 primarily relate to equity compensation and return to provision adjustments.
As of June 30, 2025, we have recorded unrecognized tax benefits and related interest and penalties of approximately $24.5 million. We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S. and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions, such as 100% bonus depreciation for assets placed in service after January 19, 2025 and full expensing of domestic research and development expenditures. ASC 740, “Income Taxes”, requires the effects of the changes in tax rates and laws on deferred tax and current tax balances to be recognized in the period in which the legislation is enacted. The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on our Form 10-K for the fiscal year ending September 30, 2025.
NOTE 9 SHAREHOLDERS’ EQUITY
The Company has an evergreen authorization from the Board of Directors for the repurchase of up tofour million common shares in any calendar year. 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. We did not make any share repurchases during the three and nine months ended June 30, 2025. We did not make any share repurchases during the three months ended June 30, 2024. During the nine months ended June 30, 2024, we repurchased 1.4 million common shares at an aggregate cost of $51.6 million, including excise tax of $0.3 million.
A cash dividend of $0.25 per share was declared on June 3, 2025 for shareholders of record on August 15, 2025, payable on August 29, 2025. As a result, we recorded a Dividend payable of $25.2 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025.
Accumulated Other Comprehensive Income (Loss)
Components of accumulated other comprehensive income (loss) were as follows:
| June 30, | September 30, | |
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Pre-tax amounts: | ||
| Unrealized pension actuarial loss on U.S. Plan | $(7,425) | $(7,632) |
| Unrealized gain (loss) on available-for-sale debt securities | 383 | (662) |
| Unrealized gain on foreign currency translation adjustment | 15,325 | — |
| $8,283 | $(8,294) | |
| After-tax amounts: | ||
| Unrealized pension actuarial loss on U.S. Plan | $(5,678) | $(5,838) |
| Unrealized gain (loss) on available-for-sale debt securities | 296 | (512) |
| Unrealized gain on foreign currency translation adjustment | 14,883 | — |
| $9,501 | $(6,350) | |
Investments classified as available-for-sale debt securities are reported at fair value with unrealized gains and losses excluded from net income and reported in other comprehensive income.
The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, for the three and nine months ended June 30, 2025:
| Three Months Ended June 30, 2025 | ||||
|---|---|---|---|---|
| (in thousands) | Unrealized Gain (Loss) on Available-for-Sale Securities | Defined Benefit Pension Plan | Foreign Currency Translation Adjustment | Total |
| Balance at beginning of period | $388 | $(5,731) | $6,407 | $1,064 |
| Other comprehensive income (loss) before reclassifications | (216) | — | 8,476 | 8,260 |
| Amounts reclassified from accumulated other comprehensive income | 124 | 53 | — | 177 |
| Net current-period other comprehensive income (loss) | (92) | 53 | 8,476 | 8,437 |
| Balance at June 30, 2025 | $296 | $(5,678) | $14,883 | $9,501 |
| Nine Months Ended June 30, 2025 | ||||
|---|---|---|---|---|
| (in thousands) | Unrealized Gain (Loss) on Available-for-Sale Securities | Defined Benefit Pension Plan | Foreign Currency Translation Adjustment | Total |
| Balance at beginning of period | $(512) | $(5,838) | $— | $(6,350) |
| Other comprehensive income before reclassifications | 684 | — | 14,883 | 15,567 |
| Amounts reclassified from accumulated other comprehensive income | 124 | 160 | — | 284 |
| Net current-period other comprehensive income | 808 | 160 | 14,883 | 15,851 |
| Balance at June 30, 2025 | $296 | $(5,678) | $14,883 | $9,501 |
NOTE 10 REVENUE FROM CONTRACTS WITH CUSTOMERS
Drilling Services Revenue
The majority of our drilling services are performed on a “daywork” contract basis, under which we charge a rate per day, with the price determined by the location, depth and complexity of the well to be drilled, operating conditions, the duration of the contract, and the competitive forces of the market. These drilling services, including our technology solutions, represent a series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period and our efforts in providing drilling services are incurred relatively evenly over the period of performance, revenue is recognized over time using a time-based input measure as we provide services to the customer. 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 the amount for which the entity has a right to invoice, as permitted by ASC 606.
Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets. These types of contracts are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers. The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets. Total revenue recognized from performance contracts, including performance bonuses, was $309.8 million and $941.4 million, of which $14.1 million and $48.1 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2025, respectively. Total revenue recognized from performance contracts, including performance bonuses, was $294.4 million and $880.4 million, of which $11.8 million and $37.4 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2024, respectively.
Contract Costs
As of June 30, 2025 and September 30, 2024, we had capitalized fulfillment costs of $33.2 million and $19.2 million, respectively.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied performance obligations, is commonly referred to as backlog. As of June 30, 2025, our firm backlog was approximately $5.4 billion, of which approximately $0.6 billion is expected to be recognized during the remainder of fiscal year 2025, approximately $1.2 billion is expected to be recognized during fiscal year 2026, and approximately $3.6 billion is expected to be recognized during fiscal year 2027 and thereafter. The firm backlog figure includes $4.0 billion attributed to our recently acquired subsidiary, KCA Deutag. The firm backlog amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation. Additionally, contracts that currently contain month-to-month terms are represented in our backlog asone month of unsatisfied performance obligations. Our contracts are subject to cancellation or modification at the election of the customer. Although we have not been materially adversely affected by contract cancellations or modifications in the past due to the level of capital deployed by our customers on underlying projects, the early termination of a contract or suspension of operations may result in a rig being idle for an extended period of time, could adversely affect our financial condition, results of operations and cash flows. The agreements within our recently acquired subsidiary, KCA Deutag, contain provisions for optional early termination or suspension without any associated early termination fee and could cause the actual amount of revenue earned to significantly vary from the backlog reported.
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) | June 30, 2025 | September 30, 2024 |
|---|---|---|
| Contract assets, net | $10,134 | $4,563 |
| (in thousands) | June 30, 2025 |
|---|---|
| Contract liabilities balance at September 30, 2024 | $29,052 |
| Acquisition of KCA Deutag1 | 22,982 |
| Payment received/accrued and deferred | 59,914 |
| Revenue recognized during the period | (58,859) |
| Contract liabilities balance at June 30, 2025 | $53,089 |
(1)Contract liabilities acquired in the KCA Deutag Acquisition were measured at fair value at the Acquisition Date. Refer to Note 3—Business Combination for additional information regarding the Acquisition.
NOTE 11 EARNINGS 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.
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months EndedJune 30, | Nine Months EndedJune 30, | |||
|---|---|---|---|---|
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 |
| Numerator: | ||||
| Net income (loss) attributable to common shareholders | $(162,758) | $88,685 | $(106,332) | $268,689 |
| Adjustment for basic earnings per share | ||||
| Earnings allocated to unvested shareholders | (345) | (1,211) | (1,104) | (3,700) |
| Numerator for basic earnings per share | (163,103) | 87,474 | (107,436) | 264,989 |
| Adjustment for diluted earnings per share | ||||
| Effect of reallocating undistributed earnings of unvested shareholders | — | 1 | — | 4 |
| Numerator for diluted earnings per share | $(163,103) | $87,475 | $(107,436) | $264,993 |
| Denominator: | ||||
| Denominator for basic earnings per share - weighted-average shares | 99,422 | 98,752 | 99,214 | 98,891 |
| Effect of dilutive shares from restricted stock and performance share units | — | 255 | — | 225 |
| Denominator for diluted earnings per share - adjusted weighted-average shares | 99,422 | 99,007 | 99,214 | 99,116 |
| Basic earnings (loss) per common share: | $(1.64) | $0.89 | $(1.08) | $2.68 |
| Diluted earnings (loss) per common share: | $(1.64) | $0.88 | $(1.08) | $2.67 |
We had a net loss for three and nine months ended June 30, 2025. Accordingly, our diluted loss per share calculation was equivalent to our basic loss per share calculation since diluted loss per share excluded any assumed exercise 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 per share because their inclusion would have been anti-dilutive:
| Three Months EndedJune 30, | Nine Months EndedJune 30, | |||
|---|---|---|---|---|
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 |
| Potentially dilutive shares excluded as anti-dilutive | 3,548 | 2,318 | 2,852 | 2,374 |
| Weighted-average price per share | $48.32 | $60.00 | $52.02 | $60.32 |
NOTE 12 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 following 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.
Fair Value Measurements
The following tables summarize our financial assets and liabilities measured at fair value and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below:
| June 30, 2025 | ||||
|---|---|---|---|---|
| (in thousands) | Fair Value | Level 1 | Level 2 | Level 3 |
| Assets | ||||
| Short-term investments: | ||||
| Corporate and municipal debt securities | $21,128 | $— | $21,128 | $— |
| Total | 21,128 | — | 21,128 | — |
| Long-term Investments: | ||||
| Recurring fair value measurements: | ||||
| Equity securities: | ||||
| Non-qualified supplemental savings plan | 17,436 | 17,436 | — | — |
| Investment in Tamboran | 22,218 | 22,218 | — | — |
| Other equity securities | 1,632 | 1,632 | — | — |
| Debt securities: | ||||
| Investment in Galileo, net | 38,972 | — | — | 38,972 |
| Geothermal debt securities, net | 2,000 | — | — | 2,000 |
| Other debt securities | 250 | — | — | 250 |
| Total | $82,508 | $41,286 | $— | $41,222 |
As of June 30, 2025, our short-term debt security investments in held to maturity bonds totaled $0.2 million. These investments are measured at cost, less any impairments.
As of June 30, 2025, our equity security investments in geothermal energy and other equity security investments were $14.1 million and $5.8 million, respectively. These investments were measured at cost, less any impairments.
| September 30, 2024 | ||||
|---|---|---|---|---|
| (in thousands) | Fair Value | Level 1 | Level 2 | Level 3 |
| Assets | ||||
| Short-term investments: | ||||
| Corporate debt securities | $33,813 | $— | $33,813 | $— |
| U.S. government and federal agency securities | 53,490 | 53,490 | — | — |
| Investment in ADNOC Drilling | 205,616 | 205,616 | — | — |
| Total | 292,919 | 259,106 | 33,813 | — |
| Long-term investments: | ||||
| Recurring fair value measurements: | ||||
| Equity securities: | ||||
| Non-qualified supplemental savings plan | 15,633 | 15,633 | — | — |
| Investment in Tamboran | 20,958 | 20,958 | — | — |
| Debt securities: | ||||
| Investment in Galileo, net | 27,044 | — | — | 27,044 |
| Geothermal debt securities, net | 2,000 | — | — | 2,000 |
| Other debt securities | 4,588 | 4,338 | — | 250 |
| Total | $70,223 | $40,929 | $— | $29,294 |
As of September 30, 2024, our equity security investments in geothermal energy were $25.8 million, of which $0.1 million was measured at fair value as of September 30, 2024. The remaining $25.7 million is measured at cost, less any impairments. Our other equity security investments totaled $4.3 million and our debt security investments in held to maturity bonds totaled $0.3 million. These investments are measured at cost, less any impairments.
Recurring Fair Value Measurements
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 and municipal bonds measured using broker quotations that utilize observable market 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 aone percent ownership stake and subject to athree-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. During September 2024, thethree-year lockup period expired and the balance was reclassified to Short-term investments on our Consolidated Balance Sheets.
During the nine months ended June 30, 2025, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $193.3 million. During the nine months ended June 30, 2025, we recognized a loss of $12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment, of which $8.4 million is associated with the change in fair value of the investment and $4.0 million relates to transaction fee associated with the sale of the securities. During the three and nine months ended June 30, 2024, we recognized a gain of $5.6 million and $3.5 million, respectively, as a result of the change in fair value of the investment. This investment was classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange, and was measured at fair value with any gains or losses recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations.
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.
Equity Securities with Fair Value Option In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources. In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp. in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the NYSE or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares of Tamboran Corp.
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. As of June 30, 2025, our combined equity ownership was approximately 6.1 percent representing 1.0 million common shares in Tamboran Corp. 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. 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. 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 and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. During the three and nine months ended June 30, 2025, we recognized gain (loss) of $(0.8) million and $1.3 million, respectively, as a result of the change in fair value of the investment compared to a gain of $1.9 million and $3.7 million during the three and nine months ended June 30, 2024, respectively.
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 notes with an option to convert into common shares of the parent of Galileo Holdco 2. 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 to 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). During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note. As a result, we include accrued interest in our total investment balance.
During the nine months ended June 30, 2025, our convertible note agreement was amended to extend the maturity date to the earlier of December 2027 or an exit event. The convertible note will continue to bear interest through the extended maturity date. We do not intend to sell this investment prior to its maturity date or an exit event. During the nine months ended June 30, 2025, as a result of the change in fair value of the investment due to credit related factors, we reversed our previously recognized allowance for credit losses, which resulted in a unrealized gain of $10.2 million within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statement of Operations and a unrealized gain of $0.4 million within other comprehensive income (loss), respectively.
The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at the dates included below:
| June 30, 2025 | ||||
|---|---|---|---|---|
| Fair Value (in thousands) · Valuation Technique · Unobservable Inputs | ||||
| $38,972 | Black-Scholes-Merton model | Discount rate | 17.5% | |
| Risk-free rate | 4.0% | |||
| Equity volatility | 95.0% | |||
| September 30, 2024 | ||||
|---|---|---|---|---|
| Fair Value (in thousands) · Valuation Technique · Unobservable Inputs | ||||
| $27,044 | Black-Scholes-Merton model | Discount rate | 18.7% | |
| Risk-free rate | 3.5% | |||
| Equity volatility | 66.0% | |||
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.
A majority 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 June 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Assets at beginning of period | $41,029 | $38,551 | $29,294 | $37,440 |
| Purchases | — | — | — | 250 |
| Accrued interest | 473 | 450 | 1,383 | 1,316 |
| Total gains (losses): | ||||
| Included in earnings | — | — | 10,162 | (5) |
| Included in other comprehensive income (loss) | (280) | — | 383 | — |
| Assets at end of period | $41,222 | $39,001 | $41,222 | $39,001 |
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.
Equity Securities
We also hold various other equity securities without readily determinable fair values, primarily comprised of geothermal investments. These equity securities are initially measured at cost, less any impairments, and will be marked to fair value once observable changes in identical or similar investments from the same issuer occur. All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity.
The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been marked to fair value on a nonrecurring basis, for the periods presented below:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Assets at beginning of period | $45,519 | $30,152 | $30,090 | $28,232 |
| Purchases | 594 | 1,105 | 1,528 | 3,641 |
| Disposals1 | (27,117) | — | (27,117) | (616) |
| Transfer in | 320 | — | 320 | — |
| Total gains: | ||||
| Included in earnings2 | 624 | — | 15,119 | — |
| Assets at end of period | $19,940 | $31,257 | $19,940 | $31,257 |
(1)During the three months ended June 30, 2025, we liquidated one of our geothermal equity investments for $27.1 million.
(2)The gains recorded during the three and nine months ended June 30, 2025 were attributable to the change in fair value of various geothermal equity investments as a result of disposals or observable price changes in identical or similar investments during the periods.
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 June 30, 2025 and September 30, 2024.
The fair values of the long-term fixed-rate debt is based on broker quotes at June 30, 2025 and September 30, 2024. The unsecured senior notes and unsecured term loan credit agreement are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.
The following information presents the supplemental fair value information for our long-term fixed-rate debt at June 30, 2025 and September 30, 2024:
| Carrying Value at June 30, 2025 · Fair Value at June 30, 2025 Using Inputs Considered as: | ||||
|---|---|---|---|---|
| (in thousands) · Level 1 · Level 2 · Level 3 | ||||
| Unsecured senior notes: | ||||
| 2027 Notes | $347,424 | $— | $344,943 | $— |
| 2029 Notes | 346,421 | — | 331,894 | — |
| 2031 Notes | 546,186 | — | 460,944 | — |
| 2034 Notes | 543,057 | — | 503,486 | — |
| Unsecured term loan credit agreement: | ||||
| 2027 Term Loan | 325,829 | — | 322,275 | — |
| Secured term loan credit agreements: | ||||
| 2023 Oman Facility1 | 36,297 | — | — | 36,297 |
| 2024 Oman Facility1 | 39,622 | — | — | 39,622 |
| Total long-term debt | $2,184,836 | $— | $1,963,542 | $75,919 |
(1)The secured term credit agreements are classified as nonpublic debt, meaning their value was directly negotiated between the involved parties and is not observable in the market. As a result, they are categorized as Level 3. Since this debt is nonpublic, the carrying value and the fair value of the loans are identical.
| Carrying Value at September 30, 2024 · Fair Value at September 30, 2024 Using Inputs Considered as: | ||||
|---|---|---|---|---|
| (in thousands) · Level 1 · Level 2 · Level 3 | ||||
| Unsecured senior notes: | ||||
| 2027 Notes | $347,093 | $— | $350,700 | $— |
| 2029 Notes | 346,297 | — | 345,100 | — |
| 2031 Notes | 545,738 | — | 471,350 | — |
| 2034 Notes | 543,054 | — | 535,700 | — |
| Total long-term debt | $1,782,182 | $— | $1,702,850 | $— |
NOTE 13 EMPLOYEE BENEFIT PLANS
Defined Benefit Pension Plans
We maintain a domestic noncontributory defined benefit pension plan covering certain U.S. employees who meet certain age and service requirements. In July 2003, we revised the Helmerich & Payne, Inc. Employee Retirement Plan (“U.S. Plan”) to close the Pension Plan to new participants effective October 1, 2003, and reduce benefit accruals for current participants through September 30, 2006, at which time benefit accruals were discontinued and the Pension Plan was frozen.
As a result of the Acquisition, we now maintain pension plans in Germany and the UK (collectively, the "Non-U.S. Plans"). These plans had net pension liability of $103.2 million ($136.4 million in obligations and $33.2 million in plan assets) as of the Acquisition Date. Of the $103.2 million, $4.2 million is presented in Accrued liabilities within Current liabilities and $99.0 million is presented in Retirement benefit obligations within Noncurrent liabilities, on the opening balance sheet presented in Note 3—Business Combination. In fiscal year 2025, we do not expect minimum contributions required by law to be needed. However, we may make contributions in fiscal year 2025 if needed as benefit payments come due.
The Company recognizes the unfunded status of its Non-U.S. Plans, based on the projected benefit obligation, as retirement benefit obligations. Changes in the funded status are recognized in our Unaudited Condensed Consolidated Statements of Comprehensive Income in the period in which they occur. Prior to June 30, 2025, Retirement benefit obligations were presented in Other within Noncurrent liabilities on our Consolidated Balance Sheets. To conform with the current period presentation, we reclassified amounts previously presented in Other within Noncurrent liabilities to the Retirement benefit obligations line, within Noncurrent liabilities, on our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024.
Components of the net periodic pension expense recognized in the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and 2024, respectively, is comprised of the following:
| U.S. Plan · Non-U.S. Plans | |||
|---|---|---|---|
| Three Months Ended June 30, · Three Months Ended June 30, | |||
| (in thousands) | 2025 | 2024 | 2025 |
| Service cost | $— | $— | $1,157 |
| Interest cost | 657 | 754 | 1,663 |
| Expected return on plan assets1 | (573) | (482) | (586) |
| Recognized net actuarial loss | 69 | 174 | — |
| Settlement expense | 303 | — | — |
| Net pension expense | $456 | $446 | $2,234 |
| U.S. Plan · Non-U.S. Plans1 | |||
|---|---|---|---|
| Nine Months Ended June 30, · Nine Months Ended June 30, | |||
| (in thousands) | 2025 | 2024 | 2025 |
| Service cost | $— | $— | $2,121 |
| Interest cost | 1,971 | 2,262 | 3,245 |
| Expected return on plan assets | (1,719) | (1,446) | (1,140) |
| Recognized net actuarial loss | 207 | 522 | — |
| Settlement expense | 303 | — | — |
| Net pension expense | $762 | $1,338 | $4,226 |
(1)The Company did not have Non-U.S. Plans prior to the Acquisition which occurred on January 16, 2025.
Service cost is included within Selling, general and administrative while all other components are recorded within Other income (expense) on the Unaudited Condensed Consolidated Statements of Operations.
NOTE 14 COMMITMENTS AND CONTINGENCIES
Purchase Commitments
Equipment, parts, and supplies are ordered in advance to promote efficient construction and capital improvement progress. At June 30, 2025, we had outstanding purchase commitments for equipment, parts and supplies of approximately $165.6 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 September 2019, H&P and a subsidiary brought a lawsuit against a general liability insurance carrier and an insurance broker alleging bad faith and breach of contract related to an improperly imposed endorsement included in our 2017-2018 and 2018-2019 umbrella liability policies. During the three months ended June 30, 2025, the parties agreed to settle the matter for $27.5 million and, as a result, we recorded a gain within Other income (expense) during the third fiscal quarter on our Unaudited Condensed Consolidated Statements of Operations.
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.
NOTE 15 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
Description of the Business
During the second quarter of fiscal year 2025, the naming convention forone of our reportable segments changed from Offshore Gulf of Mexico to Offshore Solutions. Beginning on the Closing Date, Offshore Solutions now includes the results from the acquired KCA Deutag offshore management contract operations. Similarly, our International Solutions segment now includes the results from the acquired KCA Deutag land operations. Operating results related to KCA Deutag's Kenera business unit are included in "Other" along with results from our real estate operations and our wholly-owned captive insurance companies. Our North America Solutions operating segment remains unchanged. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
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 the Middle East, Europe, Latin America, and Australia. 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, International Solutions, and Offshore 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. External revenues included in “Other” primarily consist of rental, manufacturing and engineering services income.
Segment Performance
We evaluate segment performance based on segment operating income (loss) before income taxes which includes:
Revenues from external and internal customers
Direct operating costs
Depreciation and amortization
Research and development
Allocated general and administrative expenses
Asset impairment charges
Restructuring charges
but excludes gain on reimbursement of drilling equipment, other gain on sale of assets, corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transactions costs, corporate asset impairment charges, 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 nine months ended June 30, 2025 and 2024 is shown in the following tables:
| Three Months Ended June 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands) · North America Solutions · International Solutions · Offshore Solutions · Other · Eliminations · Total | |||||||
| External sales | $591,976 | $265,099 | $161,777 | $22,072 | $1,040,924 | ||
| Intersegment | 238 | 704 | — | 20,826 | (21,768) | — | |
| Total sales | 592,214 | 265,803 | 161,777 | 42,898 | (21,768) | 1,040,924 | |
| Segment operating income (loss) | $157,649 | $(166,513) | $8,769 | $(70,004) | $6,114 | $(63,985) | |
| Three Months Ended June 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Other | Eliminations | Total |
| External sales | $620,040 | $47,882 | $27,218 | $2,584 | $— | $697,724 |
| Intersegment | — | — | — | 14,677 | (14,677) | — |
| Total sales | 620,040 | 47,882 | 27,218 | 17,261 | (14,677) | 697,724 |
| Segment operating income (loss) | $163,407 | $(2,748) | $5,010 | $(4,791) | $(616) | $160,262 |
| Nine Months Ended June 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Other | Eliminations | Total |
| External sales | $1,789,350 | $560,319 | $340,067 | $44,529 | $— | $2,734,265 |
| Intersegment | 703 | 873 | — | 63,175 | (64,751) | — |
| Total sales | 1,790,053 | 561,192 | 340,067 | 107,704 | (64,751) | 2,734,265 |
| Segment operating income (loss) | $461,803 | $(215,980) | $29,649 | $(70,605) | $(2,247) | $202,620 |
| Nine Months Ended June 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Other | Eliminations | Total |
| External sales | $1,827,661 | $148,512 | $78,662 | $7,979 | $— | $2,062,814 |
| Intersegment | — | — | — | 45,649 | (45,649) | — |
| Total sales | 1,827,661 | 148,512 | 78,662 | 53,628 | (45,649) | 2,062,814 |
| Segment operating income (loss) | $455,030 | $8,606 | $8,140 | $(2,073) | $(1,054) | $468,649 |
The following table reconciles segment operating income (loss) per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
| Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2025 | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Segment operating income (loss) | $(63,985) | $160,262 | $202,620 | $468,649 |
| Gain on reimbursement of drilling equipment | 6,773 | 9,732 | 26,149 | 24,687 |
| Other loss on sale of assets | (1,347) | (2,730) | (2,136) | (2,718) |
| Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction costs, corporate asset impairment charges, and corporate restructuring charges | (69,710) | (53,807) | (221,853) | (140,756) |
| Operating income (loss) | (128,269) | 113,457 | 4,780 | 349,862 |
| Other income (expense) | ||||
| Interest and dividend income | 2,856 | 11,888 | 31,854 | 29,189 |
| Interest expense | (29,200) | (4,336) | (79,836) | (12,969) |
| Gain (loss) on investment securities | (337) | 389 | 14,084 | 102 |
| Foreign currency exchange loss | (9,216) | (2,144) | (16,137) | (4,509) |
| Other | 31,258 | 3,134 | 33,214 | 2,991 |
| Total unallocated amounts | (4,639) | 8,931 | (16,821) | 14,804 |
| Income (loss) before income taxes | $(132,908) | $122,388 | $(12,041) | $364,666 |
The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets:
| (in thousands) | June 30, 2025 | September 30, 2024 |
|---|---|---|
| North America Solutions | $3,099,587 | $3,225,410 |
| International Solutions | 2,504,474 | 685,833 |
| Offshore Solutions | 645,611 | 73,119 |
| Other | 324,751 | 157,877 |
| 6,574,423 | 4,142,239 | |
| Investments and corporate operations | 287,580 | 1,639,659 |
| $6,862,003 | $5,781,898 |
(1)Assets by segment exclude investments in subsidiaries and intersegment activity.
The following table presents revenues from external customers by country based on the location of service provided:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Operating revenues | ||||
| United States | $659,364 | $648,816 | $1,876,295 | $1,911,122 |
| Saudi Arabia | 103,752 | — | 201,673 | — |
| Norway | 82,854 | — | 161,159 | — |
| Argentina | 39,634 | 38,064 | 119,245 | 107,964 |
| Oman | 45,089 | — | 114,709 | — |
| Azerbaijan | 38,922 | — | 81,681 | — |
| Germany | 16,027 | — | 33,079 | — |
| Bahrain | 8,304 | 4,602 | 21,576 | 13,634 |
| Columbia | 9,742 | 31 | 20,688 | 8,976 |
| Kuwait | 10,508 | — | 19,680 | — |
| Other Foreign | 26,728 | 6,211 | 84,480 | 21,118 |
| Total | $1,040,924 | $697,724 | $2,734,265 | $2,062,814 |
Refer to Note 10—Revenue from Contracts with Customers for additional information regarding the recognition of revenue.
The following table presents property, plant and equipment by country based on the location of service provided:
| (in thousands) | June 30, 2025 | September 30, 2024 |
|---|---|---|
| Property, plant and equipment, net | ||
| United States | $2,576,767 | $2,752,325 |
| Saudi Arabia | 991,640 | 149,472 |
| Oman | 449,849 | — |
| Germany | 81,417 | — |
| Argentina | 71,414 | 62,533 |
| Kuwait | 41,947 | — |
| Colombia | 38,520 | 19,243 |
| Norway | 24,629 | — |
| Bahrain | 23,221 | 19,807 |
| Other Foreign | 108,752 | 12,897 |
| Total | $4,408,156 | $3,016,277 |
NOTE 16 RESTRUCTURING CHARGES
Beginning in the third quarter of fiscal year 2025, we initiated a workforce reduction plan to help improve operating margins by reducing direct and indirect support costs. As a result, during the three months ended June 30, 2025, we incurred costs of approximately $4.7 million, primarily related to one-time severance payments to involuntarily terminated employees. These expenses are recorded within Restructuring charges on our Unaudited Condensed Consolidated Statements of Operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.