FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
|
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73-0618660
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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5 Greenway Plaza, Suite 100,
Houston, Texas
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77046
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(Address of principal executive offices)
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(Zip code)
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(281) 406-2000
(Registrant’s telephone number, including area code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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|||
Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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|
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June 30,
2015 |
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December 31,
2014 |
||||
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(Unaudited)
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|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
116,943
|
|
|
$
|
108,456
|
|
Accounts and Notes Receivable, net of allowance for bad debts of $10,304 at June 30, 2015 and $11,188 at December 31, 2014.
|
235,834
|
|
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270,952
|
|
||
Rig materials and supplies
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44,274
|
|
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47,943
|
|
||
Deferred costs
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7,281
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|
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5,673
|
|
||
Deferred income taxes
|
5,818
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|
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7,476
|
|
||
Other tax assets
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12,826
|
|
|
10,723
|
|
||
Other current assets
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20,962
|
|
|
18,556
|
|
||
Total current assets
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443,938
|
|
|
469,779
|
|
||
Property, plant and equipment, net of accumulated depreciation of $1,255,131 at June 30, 2015 and $1,201,058 at December 31, 2014.
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865,291
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|
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895,940
|
|
||
Goodwill (Note 3)
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6,708
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|
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—
|
|
||
Intangible assets, net (Note 3)
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15,945
|
|
|
4,286
|
|
||
Debt issuance costs
|
12,973
|
|
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12,526
|
|
||
Deferred income taxes
|
154,463
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|
|
122,689
|
|
||
Other noncurrent assets
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22,360
|
|
|
15,439
|
|
||
Total assets
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$
|
1,521,678
|
|
|
$
|
1,520,659
|
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
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$
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—
|
|
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$
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10,000
|
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Accounts payable and accrued liabilities
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176,247
|
|
|
154,479
|
|
||
Accrued income taxes
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12,594
|
|
|
14,186
|
|
||
Total current liabilities
|
188,841
|
|
|
178,665
|
|
||
Long-term debt
|
585,000
|
|
|
605,000
|
|
||
Other long-term liabilities
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19,184
|
|
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18,665
|
|
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Long-term deferred tax liability
|
69,793
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|
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52,115
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|
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Commitments and contingencies (Note 11)
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|
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|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock
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20,510
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20,325
|
|
||
Capital in excess of par value
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668,712
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666,769
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|
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Accumulated deficit
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(34,972
|
)
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(24,165
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)
|
||
Accumulated other comprehensive income
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(485
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)
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(498
|
)
|
||
Total controlling interest stockholders’ equity
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653,765
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662,431
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|
||
Noncontrolling interest
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5,095
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3,783
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Total equity
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658,860
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666,214
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||
Total liabilities and stockholders’ equity
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$
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1,521,678
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$
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1,520,659
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Three Months Ended June 30,
|
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Six Months Ended June 30,
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||||||||||||
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2015
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2014
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2015
|
|
2014
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||||||||
Revenues
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$
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185,941
|
|
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$
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254,234
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$
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390,017
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$
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483,459
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Expenses:
|
|
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||||||||
Operating expenses
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143,569
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|
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174,569
|
|
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282,839
|
|
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340,594
|
|
||||
Depreciation and amortization
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38,351
|
|
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36,180
|
|
|
78,890
|
|
|
70,517
|
|
||||
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181,920
|
|
|
210,749
|
|
|
361,729
|
|
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411,111
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|
||||
Total operating gross margin
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4,021
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43,485
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|
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28,288
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72,348
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|
||||
General and administration expense
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(9,511
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)
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(7,007
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)
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(20,348
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)
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(15,971
|
)
|
||||
Provision for reduction in carrying value of certain assets
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(2,316
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)
|
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—
|
|
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(2,316
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)
|
|
—
|
|
||||
Gain (loss) on disposition of assets, net
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(138
|
)
|
|
1,019
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|
|
2,303
|
|
|
890
|
|
||||
Total operating income (loss)
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(7,944
|
)
|
|
37,497
|
|
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7,927
|
|
|
57,267
|
|
||||
Other income and (expense):
|
|
|
|
|
|
|
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||||||||
Interest expense
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(11,396
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)
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(10,599
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)
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(22,474
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)
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(22,638
|
)
|
||||
Interest income
|
19
|
|
|
88
|
|
|
202
|
|
|
120
|
|
||||
Loss on extinguishment of debt
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—
|
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(479
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)
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—
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(30,152
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)
|
||||
Other
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(1,529
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)
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1,032
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|
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(2,909
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)
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|
1,927
|
|
||||
Total other expense
|
(12,906
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)
|
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(9,958
|
)
|
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(25,181
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)
|
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(50,743
|
)
|
||||
Income (loss) before income taxes
|
(20,850
|
)
|
|
27,539
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(17,254
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)
|
|
6,524
|
|
||||
Income tax (benefit)
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(6,916
|
)
|
|
11,702
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(7,098
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)
|
|
3,079
|
|
||||
Net income (loss)
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(13,934
|
)
|
|
15,837
|
|
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(10,156
|
)
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|
3,445
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|
||||
Less: Net income attributable to noncontrolling interest
|
95
|
|
|
156
|
|
|
651
|
|
|
313
|
|
||||
Net income (loss) attributable to controlling interest
|
$
|
(14,029
|
)
|
|
$
|
15,681
|
|
|
$
|
(10,807
|
)
|
|
$
|
3,132
|
|
Basic earnings per share
|
$
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(0.11
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.03
|
|
Diluted earnings per share
|
$
|
(0.11
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
||||||||
Number of common shares used in computing earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
122,481,425
|
|
|
121,078,359
|
|
|
122,175,511
|
|
|
120,726,004
|
|
||||
Diluted
|
122,481,425
|
|
|
122,764,247
|
|
|
122,175,511
|
|
|
122,586,056
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(13,934
|
)
|
|
$
|
15,837
|
|
|
$
|
(10,156
|
)
|
|
$
|
3,445
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation difference on related borrowings
|
647
|
|
|
336
|
|
|
(1,023
|
)
|
|
(468
|
)
|
||||
Currency translation difference on foreign currency net investments
|
1,723
|
|
|
(188
|
)
|
|
874
|
|
|
511
|
|
||||
Total other comprehensive income (loss), net of tax:
|
2,370
|
|
|
148
|
|
|
(149
|
)
|
|
43
|
|
||||
Comprehensive income (loss)
|
(11,564
|
)
|
|
15,985
|
|
|
(10,305
|
)
|
|
3,488
|
|
||||
Comprehensive (income) attributable to noncontrolling interest
|
(95
|
)
|
|
(80
|
)
|
|
(489
|
)
|
|
(234
|
)
|
||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
(11,659
|
)
|
|
$
|
15,905
|
|
|
$
|
(10,794
|
)
|
|
$
|
3,254
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(10,156
|
)
|
|
$
|
3,445
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
78,890
|
|
|
70,517
|
|
||
Accretion of contingent consideration
|
306
|
|
|
—
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
30,152
|
|
||
Provision for reduction in carrying value of certain assets
|
2,316
|
|
|
—
|
|
||
(Gain) loss on disposition of assets
|
(2,303
|
)
|
|
(890
|
)
|
||
Deferred income tax benefit
|
(17,126
|
)
|
|
(8,358
|
)
|
||
Expenses not requiring cash
|
5,308
|
|
|
8,748
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
39,683
|
|
|
(1,066
|
)
|
||
Other assets
|
(7,352
|
)
|
|
(777
|
)
|
||
Accounts payable and accrued liabilities
|
14,763
|
|
|
5,789
|
|
||
Accrued income taxes
|
(1,236
|
)
|
|
(3,987
|
)
|
||
Net cash provided by operating activities
|
103,093
|
|
|
103,573
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(54,605
|
)
|
|
(106,188
|
)
|
||
Proceeds from the sale of assets
|
288
|
|
|
3,346
|
|
||
Proceeds from insurance settlements
|
2,500
|
|
|
—
|
|
||
Acquisition, net of cash acquired
|
(10,431
|
)
|
|
—
|
|
||
Net cash (used in) investing activities
|
(62,248
|
)
|
|
(102,842
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of debt
|
—
|
|
|
400,000
|
|
||
Repayments of long-term debt
|
(30,000
|
)
|
|
(430,000
|
)
|
||
Payments of debt issuance costs
|
(1,359
|
)
|
|
(7,425
|
)
|
||
Payments of debt extinguishment costs
|
—
|
|
|
(26,214
|
)
|
||
Excess tax benefit (expense) from stock based compensation
|
(999
|
)
|
|
665
|
|
||
Net cash (used in) financing activities
|
(32,358
|
)
|
|
(62,974
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
8,487
|
|
|
(62,243
|
)
|
||
Cash and cash equivalents, beginning of year
|
108,456
|
|
|
148,689
|
|
||
Cash and cash equivalents, end of period
|
$
|
116,943
|
|
|
$
|
86,446
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
20,805
|
|
|
$
|
21,315
|
|
Income taxes paid
|
$
|
16,436
|
|
|
$
|
13,673
|
|
Dollars in thousands
|
April 17, 2015
|
||
Current Assets:
|
|
||
Cash and Cash Equivalents
|
$
|
17
|
|
Accounts Receivable, net
|
1,112
|
|
|
Rig materials and supplies
|
883
|
|
|
Total current assets
|
$
|
2,012
|
|
Property, plant and equipment
|
477
|
|
|
Goodwill
|
6,708
|
|
|
Intangible assets
|
13,470
|
|
|
Total Assets
|
$
|
22,667
|
|
Current Liabilities:
|
|
||
Accounts payable and accrued liabilities
|
863
|
|
|
Total current liabilities
|
863
|
|
|
Deferred tax liability - noncurrent
|
4,601
|
|
|
Total Liabilities
|
5,464
|
|
|
Net Assets Acquired
|
17,203
|
|
|
Total consideration transferred
|
$
|
17,203
|
|
Dollars in thousands
|
Goodwill
|
||
Balance at December 31, 2014
|
$
|
—
|
|
Acquisition
|
6,708
|
|
|
Balance at June 30, 2015
|
$
|
6,708
|
|
|
|
As of June 30, 2015
|
||||||||||
Dollars in thousands
|
Estimated Useful Life (Years)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
||||||
Developed Technology
|
6
|
$
|
11,630
|
|
|
$
|
(485
|
)
|
|
$
|
11,145
|
|
Customer Relationships
|
3
|
5,400
|
|
|
(3,940
|
)
|
|
1,460
|
|
|||
Trademarks and trade names
|
5
|
4,940
|
|
|
(1,600
|
)
|
|
3,340
|
|
|||
Total Amortized intangible assets
|
|
$
|
21,970
|
|
|
$
|
(6,025
|
)
|
|
$
|
15,945
|
|
Dollars in thousands
|
Expected future intangible amortization expense
|
||
2015
|
$
|
2,408
|
|
2016
|
$
|
3,549
|
|
2017
|
$
|
2,860
|
|
2018
|
$
|
2,306
|
|
2019
|
$
|
2,306
|
|
Beyond 2019
|
$
|
2,516
|
|
|
Three Months Ended June 30, 2015
|
|||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
|||||
Basic EPS
|
$
|
(14,029,000
|
)
|
|
122,481,425
|
|
|
$
|
(0.11
|
)
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
||
Diluted EPS
|
$
|
(14,029,000
|
)
|
|
122,481,425
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|||||
|
Six Months Ended June 30, 2015
|
|||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
|||||
Basic EPS
|
$
|
(10,807,000
|
)
|
|
122,175,511
|
|
|
$
|
(0.09
|
)
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
||
Diluted EPS
|
$
|
(10,807,000
|
)
|
|
122,175,511
|
|
|
$
|
(0.09
|
)
|
|
|
|
|
|
|
|||||
|
Three Months Ended June 30, 2014
|
|||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
|||||
Basic EPS
|
$
|
15,681,000
|
|
|
121,078,359
|
|
|
$
|
0.13
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Restricted stock units
|
—
|
|
|
1,685,888
|
|
|
—
|
|
||
Diluted EPS
|
$
|
15,681,000
|
|
|
122,764,247
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|||||
|
Six Months Ended June 30, 2014
|
|||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
|||||
Basic EPS
|
$
|
3,132,000
|
|
|
120,726,004
|
|
|
$
|
0.03
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Restricted stock units
|
—
|
|
|
1,860,052
|
|
|
—
|
|
||
Diluted EPS
|
$
|
3,132,000
|
|
|
122,586,056
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
Dollars in thousands
|
Foreign Currency Items
|
||
December 31, 2014
|
$
|
(498
|
)
|
Current period other comprehensive income (loss)
|
13
|
|
|
June 30, 2015
|
$
|
(485
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Dollars in thousands
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
(1)
|
|
|
|
|
|
|
|
||||||||
U.S. (Lower 48) Drilling
|
$
|
6,848
|
|
|
$
|
46,085
|
|
|
$
|
20,945
|
|
|
$
|
81,872
|
|
International & Alaska Drilling
|
114,969
|
|
|
120,980
|
|
|
228,890
|
|
|
233,910
|
|
||||
Rental Tools
|
64,124
|
|
|
87,169
|
|
|
140,182
|
|
|
167,677
|
|
||||
Total revenues
|
185,941
|
|
|
254,234
|
|
|
390,017
|
|
|
483,459
|
|
||||
Operating gross margin:
(2)
|
|
|
|
|
|
|
|
||||||||
U.S. (Lower 48) Drilling
|
(7,552
|
)
|
|
17,808
|
|
|
(13,274
|
)
|
|
26,548
|
|
||||
International & Alaska Drilling
|
6,844
|
|
|
7,913
|
|
|
24,208
|
|
|
14,689
|
|
||||
Rental Tools
|
4,729
|
|
|
17,764
|
|
|
17,354
|
|
|
31,111
|
|
||||
Total operating gross margin
|
4,021
|
|
|
43,485
|
|
|
28,288
|
|
|
72,348
|
|
||||
General and administrative expense
|
(9,511
|
)
|
|
(7,007
|
)
|
|
(20,348
|
)
|
|
(15,971
|
)
|
||||
Provision for reduction in carrying value of certain assets
|
(2,316
|
)
|
|
—
|
|
|
(2,316
|
)
|
|
—
|
|
||||
Gain (loss) on disposition of assets, net
|
(138
|
)
|
|
1,019
|
|
|
2,303
|
|
|
890
|
|
||||
Total operating income
|
(7,944
|
)
|
|
37,497
|
|
|
7,927
|
|
|
57,267
|
|
||||
Interest expense
|
(11,396
|
)
|
|
(10,599
|
)
|
|
(22,474
|
)
|
|
(22,638
|
)
|
||||
Interest income
|
19
|
|
|
88
|
|
|
202
|
|
|
120
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
(30,152
|
)
|
||||
Other income (loss)
|
(1,529
|
)
|
|
1,032
|
|
|
(2,909
|
)
|
|
1,927
|
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
(20,850
|
)
|
|
$
|
27,539
|
|
|
$
|
(17,254
|
)
|
|
$
|
6,524
|
|
Dollars in thousands
|
June 30,
2015 |
|
December 31,
2014 |
||||
6.75% Senior Notes, due July 2022
|
$
|
360,000
|
|
|
$
|
360,000
|
|
7.50% Senior Notes, due August 2020
|
225,000
|
|
|
225,000
|
|
||
Term Note, due December 2017
|
—
|
|
|
30,000
|
|
||
Total debt
|
585,000
|
|
|
615,000
|
|
||
Less current portion
(1)
|
—
|
|
|
10,000
|
|
||
Total long-term debt
|
$
|
585,000
|
|
|
$
|
605,000
|
|
•
|
Level 2 — Direct or indirect observable inputs, including quoted prices or other market data, for similar assets or liabilities in active markets or identical assets or liabilities in less active markets;
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
Dollars in thousands
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term Debt
|
|
|
|
|
|
|
|
||||||||
6.75% Notes
|
$
|
360,000
|
|
|
$
|
310,500
|
|
|
$
|
360,000
|
|
|
$
|
270,000
|
|
7.50% Notes
|
225,000
|
|
|
205,875
|
|
|
225,000
|
|
|
180,000
|
|
||||
Total
|
$
|
585,000
|
|
|
$
|
516,375
|
|
|
$
|
585,000
|
|
|
$
|
450,000
|
|
•
|
in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company;
|
•
|
in connection with any sale of such amount of capital stock as would result in such guarantor no longer being a subsidiary to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company;
|
•
|
if the Company designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary;
|
•
|
if the guarantee by a guarantor of all other indebtedness of the Company or any other guarantor is released, terminated or discharged, except by, or as a result of, payment under such guarantee; or
|
•
|
upon legal defeasance or covenant defeasance (satisfaction and discharge of the indenture).
|
|
June 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
42,153
|
|
|
$
|
20,496
|
|
|
$
|
54,294
|
|
|
$
|
—
|
|
|
$
|
116,943
|
|
Accounts and notes receivable, net
|
(33
|
)
|
|
73,014
|
|
|
162,853
|
|
|
—
|
|
|
235,834
|
|
|||||
Rig materials and supplies
|
—
|
|
|
(2,715
|
)
|
|
46,989
|
|
|
—
|
|
|
44,274
|
|
|||||
Deferred costs
|
—
|
|
|
—
|
|
|
7,281
|
|
|
—
|
|
|
7,281
|
|
|||||
Deferred income taxes
|
—
|
|
|
4,748
|
|
|
1,070
|
|
|
—
|
|
|
5,818
|
|
|||||
Other tax assets
|
5,085
|
|
|
(4,065
|
)
|
|
11,806
|
|
|
—
|
|
|
12,826
|
|
|||||
Other current assets
|
—
|
|
|
8,825
|
|
|
12,137
|
|
|
—
|
|
|
20,962
|
|
|||||
Total current assets
|
47,205
|
|
|
100,303
|
|
|
296,430
|
|
|
—
|
|
|
443,938
|
|
|||||
Property, plant and equipment, net
|
(19
|
)
|
|
575,087
|
|
|
290,223
|
|
|
—
|
|
|
865,291
|
|
|||||
Goodwill
|
—
|
|
|
6,708
|
|
|
—
|
|
|
—
|
|
|
6,708
|
|
|||||
Intangible assets, net
|
—
|
|
|
12,893
|
|
|
3,052
|
|
|
—
|
|
|
15,945
|
|
|||||
Investment in subsidiaries and intercompany advances
|
3,109,359
|
|
|
2,630,665
|
|
|
2,994,328
|
|
|
(8,734,352
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
(327,236
|
)
|
|
425,106
|
|
|
258,565
|
|
|
(166,639
|
)
|
|
189,796
|
|
|||||
Total assets
|
$
|
2,829,309
|
|
|
$
|
3,750,762
|
|
|
$
|
3,842,598
|
|
|
$
|
(8,900,991
|
)
|
|
$
|
1,521,678
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts payable and accrued liabilities
|
77,632
|
|
|
92,994
|
|
|
308,926
|
|
|
(303,305
|
)
|
|
176,247
|
|
|||||
Accrued income taxes
|
(3,322
|
)
|
|
11,659
|
|
|
4,257
|
|
|
—
|
|
|
12,594
|
|
|||||
Total current liabilities
|
74,310
|
|
|
104,653
|
|
|
313,183
|
|
|
(303,305
|
)
|
|
188,841
|
|
|||||
Long-term debt
|
585,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585,000
|
|
|||||
Other long-term liabilities
|
2,867
|
|
|
6,893
|
|
|
9,424
|
|
|
—
|
|
|
19,184
|
|
|||||
Long-term deferred tax liability
|
—
|
|
|
71,957
|
|
|
(2,164
|
)
|
|
—
|
|
|
69,793
|
|
|||||
Intercompany payables
|
1,512,881
|
|
|
1,392,937
|
|
|
1,562,481
|
|
|
(4,468,299
|
)
|
|
—
|
|
|||||
Total liabilities
|
2,175,058
|
|
|
1,576,440
|
|
|
1,882,924
|
|
|
(4,771,604
|
)
|
|
862,818
|
|
|||||
Total equity
|
654,251
|
|
|
2,174,322
|
|
|
1,959,674
|
|
|
(4,129,387
|
)
|
|
658,860
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,829,309
|
|
|
$
|
3,750,762
|
|
|
$
|
3,842,598
|
|
|
$
|
(8,900,991
|
)
|
|
$
|
1,521,678
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
36,728
|
|
|
$
|
13,546
|
|
|
$
|
58,182
|
|
|
$
|
—
|
|
|
$
|
108,456
|
|
Accounts and notes receivable, net
|
(33
|
)
|
|
96,100
|
|
|
174,885
|
|
|
—
|
|
|
270,952
|
|
|||||
Rig materials and supplies
|
—
|
|
|
(1,473
|
)
|
|
49,416
|
|
|
—
|
|
|
47,943
|
|
|||||
Deferred costs
|
—
|
|
|
—
|
|
|
5,673
|
|
|
—
|
|
|
5,673
|
|
|||||
Deferred income taxes
|
—
|
|
|
6,131
|
|
|
1,345
|
|
|
—
|
|
|
7,476
|
|
|||||
Other tax assets
|
19,885
|
|
|
(18,273
|
)
|
|
9,111
|
|
|
—
|
|
|
10,723
|
|
|||||
Other current assets
|
—
|
|
|
7,999
|
|
|
10,557
|
|
|
—
|
|
|
18,556
|
|
|||||
Total current assets
|
56,580
|
|
|
104,030
|
|
|
309,169
|
|
|
—
|
|
|
469,779
|
|
|||||
Property, plant and equipment, net
|
(19
|
)
|
|
589,055
|
|
|
306,904
|
|
|
—
|
|
|
895,940
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
4,286
|
|
|
—
|
|
|
4,286
|
|
|||||
Investment in subsidiaries and intercompany advances
|
3,060,867
|
|
|
2,441,527
|
|
|
2,464,502
|
|
|
(7,966,896
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
(440,918
|
)
|
|
490,597
|
|
|
268,537
|
|
|
(167,562
|
)
|
|
150,654
|
|
|||||
Total assets
|
$
|
2,676,510
|
|
|
$
|
3,625,209
|
|
|
$
|
3,353,398
|
|
|
$
|
(8,134,458
|
)
|
|
$
|
1,520,659
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Accounts payable and accrued liabilities
|
77,603
|
|
|
71,645
|
|
|
309,344
|
|
|
(304,113
|
)
|
|
154,479
|
|
|||||
Accrued income taxes
|
(4,061
|
)
|
|
10,109
|
|
|
8,138
|
|
|
—
|
|
|
14,186
|
|
|||||
Total current liabilities
|
83,542
|
|
|
81,754
|
|
|
317,482
|
|
|
(304,113
|
)
|
|
178,665
|
|
|||||
Long-term debt
|
605,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
605,000
|
|
|||||
Other long-term liabilities
|
2,867
|
|
|
7,135
|
|
|
8,663
|
|
|
—
|
|
|
18,665
|
|
|||||
Long-term deferred tax liability
|
—
|
|
|
56,105
|
|
|
(3,990
|
)
|
|
—
|
|
|
52,115
|
|
|||||
Intercompany payables
|
1,322,172
|
|
|
1,311,405
|
|
|
1,204,768
|
|
|
(3,838,345
|
)
|
|
—
|
|
|||||
Total liabilities
|
2,013,581
|
|
|
1,456,399
|
|
|
1,526,923
|
|
|
(4,142,458
|
)
|
|
854,445
|
|
|||||
Total equity
|
662,929
|
|
|
2,168,810
|
|
|
1,826,475
|
|
|
(3,992,000
|
)
|
|
666,214
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,676,510
|
|
|
$
|
3,625,209
|
|
|
$
|
3,353,398
|
|
|
$
|
(8,134,458
|
)
|
|
$
|
1,520,659
|
|
|
Three months ended June 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
—
|
|
|
63,276
|
|
|
162,703
|
|
|
(40,038
|
)
|
|
185,941
|
|
|||||
Operating expenses
|
—
|
|
|
35,627
|
|
|
147,980
|
|
|
(40,038
|
)
|
|
143,569
|
|
|||||
Depreciation and amortization
|
—
|
|
|
23,958
|
|
|
14,393
|
|
|
—
|
|
|
38,351
|
|
|||||
Total operating gross margin
|
—
|
|
|
3,691
|
|
|
330
|
|
|
—
|
|
|
4,021
|
|
|||||
General and administration expense
(1)
|
(891
|
)
|
|
(12,924
|
)
|
|
4,304
|
|
|
—
|
|
|
(9,511
|
)
|
|||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
—
|
|
|
(2,316
|
)
|
|
—
|
|
|
(2,316
|
)
|
|||||
(Loss) on disposition of assets, net
|
—
|
|
|
(6
|
)
|
|
(132
|
)
|
|
—
|
|
|
(138
|
)
|
|||||
Total operating income (loss)
|
(891
|
)
|
|
(9,239
|
)
|
|
2,186
|
|
|
—
|
|
|
(7,944
|
)
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(11,066
|
)
|
|
(323
|
)
|
|
(3,010
|
)
|
|
3,003
|
|
|
(11,396
|
)
|
|||||
Interest income
|
165
|
|
|
3
|
|
|
2,854
|
|
|
(3,003
|
)
|
|
19
|
|
|||||
Other
|
—
|
|
|
11
|
|
|
(1,540
|
)
|
|
—
|
|
|
(1,529
|
)
|
|||||
Equity in net earnings of subsidiaries
|
(8,392
|
)
|
|
—
|
|
|
—
|
|
|
8,392
|
|
|
—
|
|
|||||
Total other income (expense)
|
(19,293
|
)
|
|
(309
|
)
|
|
(1,696
|
)
|
|
8,392
|
|
|
(12,906
|
)
|
|||||
Income (loss) before income taxes
|
(20,184
|
)
|
|
(9,548
|
)
|
|
490
|
|
|
8,392
|
|
|
(20,850
|
)
|
|||||
Total income tax expense (benefit)
|
(6,155
|
)
|
|
(2,361
|
)
|
|
1,600
|
|
|
—
|
|
|
(6,916
|
)
|
|||||
Net income (loss)
|
(14,029
|
)
|
|
(7,187
|
)
|
|
(1,110
|
)
|
|
8,392
|
|
|
(13,934
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
(14,029
|
)
|
|
$
|
(7,187
|
)
|
|
$
|
(1,205
|
)
|
|
$
|
8,392
|
|
|
$
|
(14,029
|
)
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
143,171
|
|
|
$
|
155,832
|
|
|
$
|
(44,769
|
)
|
|
$
|
254,234
|
|
Operating expenses
|
—
|
|
|
80,929
|
|
|
138,409
|
|
|
(44,769
|
)
|
|
174,569
|
|
|||||
Depreciation and amortization
|
—
|
|
|
21,008
|
|
|
15,172
|
|
|
—
|
|
|
36,180
|
|
|||||
Total operating gross margin
|
—
|
|
|
41,234
|
|
|
2,251
|
|
|
—
|
|
|
43,485
|
|
|||||
General and administration expense
(1)
|
(234
|
)
|
|
(6,355
|
)
|
|
(418
|
)
|
|
—
|
|
|
(7,007
|
)
|
|||||
Gain (loss) on disposition of assets, net
|
—
|
|
|
512
|
|
|
507
|
|
|
—
|
|
|
1,019
|
|
|||||
Total operating income (loss)
|
(234
|
)
|
|
35,391
|
|
|
2,340
|
|
|
—
|
|
|
37,497
|
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(11,299
|
)
|
|
(35
|
)
|
|
(1,913
|
)
|
|
2,648
|
|
|
(10,599
|
)
|
|||||
Interest income
|
96
|
|
|
201
|
|
|
2,439
|
|
|
(2,648
|
)
|
|
88
|
|
|||||
Loss on extinguishment of debt
|
(479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|||||
Other
|
—
|
|
|
57
|
|
|
975
|
|
|
—
|
|
|
1,032
|
|
|||||
Equity in net earnings of subsidiaries
|
20,659
|
|
|
—
|
|
|
—
|
|
|
(20,659
|
)
|
|
—
|
|
|||||
Total other income (expense)
|
8,977
|
|
|
223
|
|
|
1,501
|
|
|
(20,659
|
)
|
|
(9,958
|
)
|
|||||
Income (loss) before income taxes
|
8,743
|
|
|
35,614
|
|
|
3,841
|
|
|
(20,659
|
)
|
|
27,539
|
|
|||||
Income tax expense (benefit)
|
(6,938
|
)
|
|
13,466
|
|
|
5,174
|
|
|
—
|
|
|
11,702
|
|
|||||
Net income (loss)
|
15,681
|
|
|
22,148
|
|
|
(1,333
|
)
|
|
(20,659
|
)
|
|
15,837
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
156
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
15,681
|
|
|
$
|
22,148
|
|
|
$
|
(1,489
|
)
|
|
$
|
(20,659
|
)
|
|
$
|
15,681
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
142,672
|
|
|
$
|
313,633
|
|
|
$
|
(66,288
|
)
|
|
$
|
390,017
|
|
Operating expenses
|
—
|
|
|
79,772
|
|
|
269,355
|
|
|
(66,288
|
)
|
|
282,839
|
|
|||||
Depreciation and amortization
|
—
|
|
|
47,268
|
|
|
31,622
|
|
|
—
|
|
|
78,890
|
|
|||||
Total operating gross margin
|
—
|
|
|
15,632
|
|
|
12,656
|
|
|
—
|
|
|
28,288
|
|
|||||
General and administration expense
(1)
|
(1,004
|
)
|
|
(23,039
|
)
|
|
3,695
|
|
|
—
|
|
|
(20,348
|
)
|
|||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
—
|
|
|
(2,316
|
)
|
|
—
|
|
|
(2,316
|
)
|
|||||
Gain on disposition of assets, net
|
—
|
|
|
45
|
|
|
2,258
|
|
|
—
|
|
|
2,303
|
|
|||||
Total operating income (loss)
|
(1,004
|
)
|
|
(7,362
|
)
|
|
16,293
|
|
|
—
|
|
|
7,927
|
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(22,125
|
)
|
|
(340
|
)
|
|
(3,338
|
)
|
|
3,329
|
|
|
(22,474
|
)
|
|||||
Interest income
|
583
|
|
|
5
|
|
|
2,943
|
|
|
(3,329
|
)
|
|
202
|
|
|||||
Other
|
—
|
|
|
20
|
|
|
(2,929
|
)
|
|
—
|
|
|
(2,909
|
)
|
|||||
Equity in net earnings of subsidiaries
|
597
|
|
|
—
|
|
|
—
|
|
|
(597
|
)
|
|
—
|
|
|||||
Total other income (expense)
|
(20,945
|
)
|
|
(315
|
)
|
|
(3,324
|
)
|
|
(597
|
)
|
|
(25,181
|
)
|
|||||
Income (benefit) before income taxes
|
(21,949
|
)
|
|
(7,677
|
)
|
|
12,969
|
|
|
(597
|
)
|
|
(17,254
|
)
|
|||||
Total income tax expense (benefit)
|
(11,142
|
)
|
|
(2,809
|
)
|
|
6,853
|
|
|
—
|
|
|
(7,098
|
)
|
|||||
Net income (loss)
|
(10,807
|
)
|
|
(4,868
|
)
|
|
6,116
|
|
|
(597
|
)
|
|
(10,156
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
651
|
|
|
—
|
|
|
651
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
(10,807
|
)
|
|
$
|
(4,868
|
)
|
|
$
|
5,465
|
|
|
$
|
(597
|
)
|
|
$
|
(10,807
|
)
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
266,602
|
|
|
$
|
304,964
|
|
|
$
|
(88,107
|
)
|
|
$
|
483,459
|
|
Operating expenses
|
—
|
|
|
157,477
|
|
|
271,224
|
|
|
(88,107
|
)
|
|
340,594
|
|
|||||
Depreciation and amortization
|
—
|
|
|
41,175
|
|
|
29,342
|
|
|
—
|
|
|
70,517
|
|
|||||
Total operating gross margin
|
—
|
|
|
67,950
|
|
|
4,398
|
|
|
—
|
|
|
72,348
|
|
|||||
General and administration expense
(1)
|
(304
|
)
|
|
(14,819
|
)
|
|
(848
|
)
|
|
—
|
|
|
(15,971
|
)
|
|||||
Gain (loss) on disposition of assets, net
|
(80
|
)
|
|
432
|
|
|
538
|
|
|
—
|
|
|
890
|
|
|||||
Total operating income (loss)
|
(384
|
)
|
|
53,563
|
|
|
4,088
|
|
|
—
|
|
|
57,267
|
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(24,014
|
)
|
|
(85
|
)
|
|
(4,412
|
)
|
|
5,873
|
|
|
(22,638
|
)
|
|||||
Interest income
|
535
|
|
|
378
|
|
|
5,080
|
|
|
(5,873
|
)
|
|
120
|
|
|||||
Extinguishment of debt
|
(30,152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,152
|
)
|
|||||
Other
|
—
|
|
|
184
|
|
|
1,743
|
|
|
—
|
|
|
1,927
|
|
|||||
Equity in net earnings of subsidiaries
|
31,149
|
|
|
—
|
|
|
—
|
|
|
(31,149
|
)
|
|
—
|
|
|||||
Total other income (expense)
|
(22,482
|
)
|
|
477
|
|
|
2,411
|
|
|
(31,149
|
)
|
|
(50,743
|
)
|
|||||
Income (loss) before income taxes
|
(22,866
|
)
|
|
54,040
|
|
|
6,499
|
|
|
(31,149
|
)
|
|
6,524
|
|
|||||
Total income tax expense (benefit)
|
(25,998
|
)
|
|
19,849
|
|
|
9,228
|
|
|
—
|
|
|
3,079
|
|
|||||
Net income (loss)
|
3,132
|
|
|
34,191
|
|
|
(2,729
|
)
|
|
(31,149
|
)
|
|
3,445
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
3,132
|
|
|
$
|
34,191
|
|
|
$
|
(3,042
|
)
|
|
$
|
(31,149
|
)
|
|
$
|
3,132
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(14,029
|
)
|
|
$
|
(7,187
|
)
|
|
$
|
(1,110
|
)
|
|
$
|
8,392
|
|
|
$
|
(13,934
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
647
|
|
|
—
|
|
|
647
|
|
|||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
1,723
|
|
|
—
|
|
|
1,723
|
|
|||||
Total other comprehensive income (loss), net of tax:
|
—
|
|
|
—
|
|
|
2,370
|
|
|
—
|
|
|
2,370
|
|
|||||
Comprehensive income (loss)
|
(14,029
|
)
|
|
(7,187
|
)
|
|
1,260
|
|
|
8,392
|
|
|
(11,564
|
)
|
|||||
Comprehensive (income) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
(95
|
)
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
(14,029
|
)
|
|
$
|
(7,187
|
)
|
|
$
|
1,165
|
|
|
$
|
8,392
|
|
|
$
|
(11,659
|
)
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
15,681
|
|
|
$
|
22,148
|
|
|
$
|
(1,333
|
)
|
|
$
|
(20,659
|
)
|
|
$
|
15,837
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
336
|
|
|
—
|
|
|
336
|
|
|||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
(188
|
)
|
|||||
Total other comprehensive income (loss), net of tax:
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|||||
Comprehensive income (loss)
|
15,681
|
|
|
22,148
|
|
|
(1,185
|
)
|
|
(20,659
|
)
|
|
15,985
|
|
|||||
Comprehensive (income) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
15,681
|
|
|
$
|
22,148
|
|
|
$
|
(1,265
|
)
|
|
$
|
(20,659
|
)
|
|
$
|
15,905
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(10,807
|
)
|
|
$
|
(4,868
|
)
|
|
$
|
6,116
|
|
|
$
|
(597
|
)
|
|
$
|
(10,156
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|
—
|
|
|
(1,023
|
)
|
|||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
874
|
|
|
—
|
|
|
874
|
|
|||||
Total other comprehensive income (loss), net of tax:
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|||||
Comprehensive income (loss)
|
(10,807
|
)
|
|
(4,868
|
)
|
|
5,967
|
|
|
(597
|
)
|
|
(10,305
|
)
|
|||||
Comprehensive (income) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(489
|
)
|
|
—
|
|
|
(489
|
)
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
(10,807
|
)
|
|
$
|
(4,868
|
)
|
|
$
|
5,478
|
|
|
$
|
(597
|
)
|
|
$
|
(10,794
|
)
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
3,132
|
|
|
$
|
34,191
|
|
|
$
|
(2,729
|
)
|
|
$
|
(31,149
|
)
|
|
$
|
3,445
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
(468
|
)
|
|
—
|
|
|
(468
|
)
|
|||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
511
|
|
|
—
|
|
|
511
|
|
|||||
Total other comprehensive income (loss), net of tax:
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||
Comprehensive income (loss)
|
3,132
|
|
|
34,191
|
|
|
(2,686
|
)
|
|
(31,149
|
)
|
|
3,488
|
|
|||||
Comprehensive (income) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
3,132
|
|
|
$
|
34,191
|
|
|
$
|
(2,920
|
)
|
|
$
|
(31,149
|
)
|
|
$
|
3,254
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(10,807
|
)
|
|
$
|
(4,868
|
)
|
|
$
|
6,116
|
|
|
$
|
(597
|
)
|
|
$
|
(10,156
|
)
|
Adjustments to reconcile net income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
47,268
|
|
|
31,622
|
|
|
—
|
|
|
78,890
|
|
|||||
Accretion of contingent consideration
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
306
|
|
|||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
—
|
|
|
2,316
|
|
|
—
|
|
|
2,316
|
|
|||||
Gain on disposition of assets
|
—
|
|
|
(45
|
)
|
|
(2,258
|
)
|
|
—
|
|
|
(2,303
|
)
|
|||||
Deferred income tax expense
|
(22,414
|
)
|
|
6,574
|
|
|
(1,286
|
)
|
|
—
|
|
|
(17,126
|
)
|
|||||
Expenses not requiring cash
|
4,039
|
|
|
441
|
|
|
828
|
|
|
—
|
|
|
5,308
|
|
|||||
Equity in net earnings of subsidiaries
|
(597
|
)
|
|
—
|
|
|
—
|
|
|
597
|
|
|
—
|
|
|||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts and notes receivable
|
—
|
|
|
27,778
|
|
|
11,905
|
|
|
—
|
|
|
39,683
|
|
|||||
Other assets
|
(77,427
|
)
|
|
59,964
|
|
|
10,111
|
|
|
—
|
|
|
(7,352
|
)
|
|||||
Accounts payable and accrued liabilities
|
29
|
|
|
14,890
|
|
|
(156
|
)
|
|
—
|
|
|
14,763
|
|
|||||
Accrued income taxes
|
2,146
|
|
|
229
|
|
|
(3,611
|
)
|
|
—
|
|
|
(1,236
|
)
|
|||||
Net cash provided by (used in) operating activities
|
(105,031
|
)
|
|
152,231
|
|
|
55,893
|
|
|
—
|
|
|
103,093
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(37,794
|
)
|
|
(16,811
|
)
|
|
—
|
|
|
(54,605
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
82
|
|
|
206
|
|
|
—
|
|
|
288
|
|
|||||
Proceeds from insurance settlements
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
Acquisition, net of cash acquired
|
—
|
|
|
(10,431
|
)
|
|
—
|
|
|
—
|
|
|
(10,431
|
)
|
|||||
Net cash (used in) investing activities
|
—
|
|
|
(48,143
|
)
|
|
(14,105
|
)
|
|
—
|
|
|
(62,248
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|||||
Payment of debt issuance costs
|
(1,359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,359
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
(999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(999
|
)
|
|||||
Intercompany advances, net
|
142,814
|
|
|
(97,138
|
)
|
|
(45,676
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
110,456
|
|
|
(97,138
|
)
|
|
(45,676
|
)
|
|
—
|
|
|
(32,358
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
5,425
|
|
|
6,950
|
|
|
(3,888
|
)
|
|
—
|
|
|
8,487
|
|
|||||
Cash and cash equivalents at beginning of year
|
36,728
|
|
|
13,546
|
|
|
58,182
|
|
|
—
|
|
|
108,456
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
42,153
|
|
|
$
|
20,496
|
|
|
$
|
54,294
|
|
|
$
|
—
|
|
|
$
|
116,943
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
3,132
|
|
|
$
|
34,191
|
|
|
$
|
(2,729
|
)
|
|
$
|
(31,149
|
)
|
|
$
|
3,445
|
|
Adjustments to reconcile net income (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
41,175
|
|
|
29,342
|
|
|
—
|
|
|
70,517
|
|
|||||
Loss on extinguishment of debt
|
30,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,152
|
|
|||||
Gain on disposition of assets
|
80
|
|
|
(432
|
)
|
|
(538
|
)
|
|
—
|
|
|
(890
|
)
|
|||||
Deferred income tax expense
|
(19,621
|
)
|
|
8,917
|
|
|
2,346
|
|
|
—
|
|
|
(8,358
|
)
|
|||||
Expenses not requiring cash
|
7,939
|
|
|
(997
|
)
|
|
1,806
|
|
|
—
|
|
|
8,748
|
|
|||||
Equity in net earnings of subsidiaries
|
(31,149
|
)
|
|
—
|
|
|
—
|
|
|
31,149
|
|
|
—
|
|
|||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts and notes receivable
|
—
|
|
|
(6,132
|
)
|
|
5,066
|
|
|
—
|
|
|
(1,066
|
)
|
|||||
Other assets
|
37,589
|
|
|
(51,431
|
)
|
|
13,065
|
|
|
—
|
|
|
(777
|
)
|
|||||
Accounts payable and accrued liabilities
|
(19,629
|
)
|
|
20,886
|
|
|
4,532
|
|
|
—
|
|
|
5,789
|
|
|||||
Accrued income taxes
|
(5,231
|
)
|
|
9,481
|
|
|
(8,237
|
)
|
|
—
|
|
|
(3,987
|
)
|
|||||
Net cash provided by (used in) operating activities
|
3,262
|
|
|
55,658
|
|
|
44,653
|
|
|
—
|
|
|
103,573
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(79,374
|
)
|
|
(26,814
|
)
|
|
—
|
|
|
(106,188
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
1,008
|
|
|
2,338
|
|
|
—
|
|
|
3,346
|
|
|||||
Net cash (used in) investing activities
|
—
|
|
|
(78,366
|
)
|
|
(24,476
|
)
|
|
—
|
|
|
(102,842
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt issuance
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Repayments of long-term debt
|
(430,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430,000
|
)
|
|||||
Payment of debt issuance costs
|
(7,425
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,425
|
)
|
|||||
Payment of debt extinguishment costs
|
(26,214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,214
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
665
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
665
|
|
|||||
Intercompany advances, net
|
(2,619
|
)
|
|
21,836
|
|
|
(19,217
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(65,593
|
)
|
|
21,836
|
|
|
(19,217
|
)
|
|
—
|
|
|
(62,974
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
(62,331
|
)
|
|
(872
|
)
|
|
960
|
|
|
—
|
|
|
(62,243
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
88,697
|
|
|
8,310
|
|
|
51,682
|
|
|
—
|
|
|
148,689
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
26,366
|
|
|
$
|
7,438
|
|
|
$
|
52,642
|
|
|
$
|
—
|
|
|
$
|
86,446
|
|
•
|
entering into new, or extending existing, drilling services or rental tools services contracts and our expectations concerning when operations will commence under such contracts;
|
•
|
fluctuations in the market prices of oil and natural gas, including the inability or unwillingness of our customers to fund drilling programs in low price cycles;
|
•
|
worldwide economic and business conditions that adversely affect market conditions and/or the cost of doing business, including potential currency devaluations or collapses;
|
•
|
our inability to access the credit markets and U.S. credit market volatility;
|
•
|
low U.S. oil and natural gas prices that could adversely affect our U.S. drilling services, barge rig and U.S. rental tools services businesses;
|
•
|
imposition of trade restrictions, including additional economic sanctions and export/re-export controls affecting our business operations in Russia;
|
•
|
governmental regulations, including changes in accounting rules or tax laws that adversely affect the cost of doing business or our ability to remit funds to the U.S.;
|
•
|
delays in obtaining components for capital projects and in ongoing operational maintenance and equipment certifications;
|
•
|
other operational challenges including our ability to effectively reactivate stacked rigs and delays in start-up or commissioning of rigs;
|
•
|
inability to obtain, or delays in obtaining, licenses and permits necessary to operate, move or transport our rigs, rig components, rental tools and related equipment;
|
•
|
other similar factors, some of which are discussed in documents referred to or incorporated by reference into this Form 10-Q and our other reports and filings with the SEC.
|
|
Three Months Ended June 30,
|
||||||||||||
Dollars in Thousands
|
2015
|
|
2014
|
||||||||||
Revenues:
|
|
||||||||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
$
|
6,848
|
|
|
4
|
%
|
|
$
|
46,085
|
|
|
18
|
%
|
International & Alaska Drilling
|
114,969
|
|
|
62
|
%
|
|
120,980
|
|
|
48
|
%
|
||
Total Drilling Services
|
121,817
|
|
|
66
|
%
|
|
167,065
|
|
|
66
|
%
|
||
Rental Tools
|
64,124
|
|
|
34
|
%
|
|
87,169
|
|
|
34
|
%
|
||
Total revenues
|
185,941
|
|
|
100
|
%
|
|
254,234
|
|
|
100
|
%
|
||
Operating gross margin excluding depreciation and amortization:
|
|
|
|
|
|
|
|
||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
(1,981
|
)
|
|
n/a
|
|
|
22,822
|
|
|
50
|
%
|
||
International & Alaska Drilling
|
22,640
|
|
|
20
|
%
|
|
23,516
|
|
|
19
|
%
|
||
Total Drilling Services
|
20,659
|
|
|
17
|
%
|
|
46,338
|
|
|
28
|
%
|
||
Rental Tools
|
21,713
|
|
|
34
|
%
|
|
33,327
|
|
|
38
|
%
|
||
Total operating gross margin excluding depreciation and amortization
|
42,372
|
|
|
23
|
%
|
|
79,665
|
|
|
31
|
%
|
||
Depreciation and amortization
|
(38,351
|
)
|
|
|
|
(36,180
|
)
|
|
|
||||
Total operating gross margin
|
4,021
|
|
|
|
|
43,485
|
|
|
|
||||
General and administrative expense
|
(9,511
|
)
|
|
|
|
(7,007
|
)
|
|
|
||||
Provision for Reduction in Carrying Value of Certain Assets
|
(2,316
|
)
|
|
|
|
—
|
|
|
|
||||
Gain (loss) on disposition of assets, net
|
(138
|
)
|
|
|
|
1,019
|
|
|
|
||||
Total operating income (loss)
|
$
|
(7,944
|
)
|
|
|
|
$
|
37,497
|
|
|
|
Dollars in Thousands
|
U.S. (Lower 48)
Drilling |
|
International & Alaska Drilling
|
|
Rental
Tools |
|
Total
|
||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Operating gross margin
(1)
|
$
|
(7,552
|
)
|
|
$
|
6,844
|
|
|
$
|
4,729
|
|
|
$
|
4,021
|
|
Depreciation and amortization
|
5,571
|
|
|
15,796
|
|
|
16,984
|
|
|
38,351
|
|
||||
Operating gross margin excluding depreciation and amortization
|
$
|
(1,981
|
)
|
|
$
|
22,640
|
|
|
$
|
21,713
|
|
|
$
|
42,372
|
|
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
||||||||
Operating gross margin
(1)
|
$
|
17,808
|
|
|
$
|
7,913
|
|
|
$
|
17,764
|
|
|
$
|
43,485
|
|
Depreciation and amortization
|
5,014
|
|
|
15,603
|
|
|
15,563
|
|
|
36,180
|
|
||||
Operating gross margin excluding depreciation and amortization
|
$
|
22,822
|
|
|
$
|
23,516
|
|
|
$
|
33,327
|
|
|
$
|
79,665
|
|
(1)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
Three Months Ended June 30,
|
||||
|
2015
|
|
2014
|
||
U.S. (Lower 48) Drilling
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
11.5
|
|
Utilization rate of rigs available for service
(2)
|
14
|
%
|
|
90
|
%
|
International & Alaska Drilling
|
|
|
|
||
Eastern Hemisphere
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
13.0
|
|
Utilization rate of rigs available for service
(2)
|
69
|
%
|
|
76
|
%
|
Latin America Region
|
|
|
|
||
Rigs available for service
(1)
|
9.0
|
|
|
9.0
|
|
Utilization rate of rigs available for service
(2)
|
41
|
%
|
|
72
|
%
|
Alaska
|
|
|
|
||
Rigs available for service
(1)
|
2.0
|
|
|
2.0
|
|
Utilization rate of rigs available for service
(2)
|
100
|
%
|
|
100
|
%
|
Total International & Alaska Drilling
|
|
|
|
||
Rigs available for service
(1)
|
24.0
|
|
|
24.0
|
|
Utilization rate of rigs available for service
(2)
|
61
|
%
|
|
76
|
%
|
(1)
|
The number of rigs available for service is determined by calculating the number of days each rig was in our fleet and was under contract or available for contract. For example, a rig under contract or available for contract for six months of a year is 0.5 rigs available for service during such year. Our method of computation of rigs available for service may not be comparable to other similarly titled measures of other companies.
|
(2)
|
Rig utilization rates are based on a weighted average basis assuming total days availability for all rigs available for service. Rigs acquired or disposed of are treated as added to or removed from the rig fleet as of the date of acquisition or disposal. Rigs that are in operation or fully or partially staffed and on a revenue-producing standby status are considered to be utilized. Rigs under contract that generate revenues during moves between locations or during mobilization or demobilization are also considered to be utilized. Our method of computation of rig utilization may not be comparable to other similarly titled measures of other companies.
|
|
Six Months Ended June 30,
|
||||||||||||
Dollars in Thousands
|
2015
|
|
2014
|
||||||||||
Revenues:
|
|
||||||||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
$
|
20,945
|
|
|
5
|
%
|
|
$
|
81,872
|
|
|
17
|
%
|
International & Alaska Drilling
|
228,890
|
|
|
59
|
%
|
|
233,910
|
|
|
48
|
%
|
||
Total Drilling Services
|
249,835
|
|
|
64
|
%
|
|
315,782
|
|
|
65
|
%
|
||
Rental Tools
|
140,182
|
|
|
36
|
%
|
|
167,677
|
|
|
35
|
%
|
||
Total revenues
|
390,017
|
|
|
100
|
%
|
|
483,459
|
|
|
100
|
%
|
||
Operating gross margin excluding depreciation and amortization:
|
|
|
|
|
|
|
|
||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
(1,866
|
)
|
|
n/a
|
|
|
35,614
|
|
|
44
|
%
|
||
International & Alaska Drilling
|
58,032
|
|
|
25
|
%
|
|
45,172
|
|
|
19
|
%
|
||
Total Drilling Services
|
56,166
|
|
|
23
|
%
|
|
80,786
|
|
|
26
|
%
|
||
Rental Tools
|
51,012
|
|
|
36
|
%
|
|
62,079
|
|
|
37
|
%
|
||
Total operating gross margin excluding depreciation and amortization
|
107,178
|
|
|
28
|
%
|
|
142,865
|
|
|
30
|
%
|
||
Depreciation and amortization
|
(78,890
|
)
|
|
|
|
(70,517
|
)
|
|
|
||||
Total operating gross margin
|
28,288
|
|
|
|
|
72,348
|
|
|
|
||||
General and administrative expense
|
(20,348
|
)
|
|
|
|
(15,971
|
)
|
|
|
||||
Provision for Reduction in Carrying Value of Certain Assets
|
(2,316
|
)
|
|
|
|
—
|
|
|
|
||||
Gain (loss) on disposition of assets, net
|
2,303
|
|
|
|
|
890
|
|
|
|
||||
Total operating income
|
$
|
7,927
|
|
|
|
|
$
|
57,267
|
|
|
|
Dollars in Thousands
|
U.S. (Lower 48)
Drilling |
|
International & Alaska Drilling
|
|
Rental
Tools |
|
Total
|
||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Operating gross margin
(1)
|
$
|
(13,274
|
)
|
|
$
|
24,208
|
|
|
$
|
17,354
|
|
|
$
|
28,288
|
|
Depreciation and amortization
|
11,408
|
|
|
33,824
|
|
|
33,658
|
|
|
78,890
|
|
||||
Operating gross margin excluding depreciation and amortization
|
$
|
(1,866
|
)
|
|
$
|
58,032
|
|
|
$
|
51,012
|
|
|
$
|
107,178
|
|
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
||||||||
Operating gross margin
(1)
|
$
|
26,548
|
|
|
$
|
14,689
|
|
|
$
|
31,111
|
|
|
$
|
72,348
|
|
Depreciation and amortization
|
9,066
|
|
|
30,483
|
|
|
30,968
|
|
|
70,517
|
|
||||
Operating gross margin excluding depreciation and amortization
|
$
|
35,614
|
|
|
$
|
45,172
|
|
|
$
|
62,079
|
|
|
$
|
142,865
|
|
(1)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
Six Months Ended June 30,
|
||||
|
2015
|
|
2014
|
||
U.S. (Lower 48) Drilling
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
11.5
|
|
Utilization rate of rigs available for service
(2)
|
17
|
%
|
|
83
|
%
|
International & Alaska Drilling
|
|
|
|
||
Eastern Hemisphere
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
13.0
|
|
Utilization rate of rigs available for service
(2)
|
76
|
%
|
|
76
|
%
|
Latin America Region
|
|
|
|
||
Rigs available for service
(1)
|
9.0
|
|
|
9.0
|
|
Utilization rate of rigs available for service
(2)
|
43
|
%
|
|
70
|
%
|
Alaska
|
|
|
|
||
Rigs available for service
(1)
|
2.0
|
|
|
2.0
|
|
Utilization rate of rigs available for service
(2)
|
100
|
%
|
|
100
|
%
|
Total International & Alaska Drilling
|
|
|
|
||
Rigs available for service
(1)
|
24.0
|
|
|
24.0
|
|
Utilization rate of rigs available for service
(2)
|
66
|
%
|
|
76
|
%
|
(1)
|
The number of rigs available for service is determined by calculating the number of days each rig was in our fleet and was under contract or available for contract. For example, a rig under contract or available for contract for six months of a year is 0.5 rigs available for service during such year. Our method of computation of rigs available for service may not be comparable to other similarly titled measures of other companies.
|
(2)
|
Rig utilization rates are based on a weighted average basis assuming total days availability for all rigs available for service. Rigs acquired or disposed of are treated as added to or removed from the rig fleet as of the date of acquisition or disposal. Rigs that are in operation or fully or partially staffed and on a revenue-producing standby status are considered to be utilized. Rigs under contract that generate revenues during moves between locations or during mobilization or demobilization are also considered to be utilized. Our method of computation of rig utilization may not be comparable to other similarly titled measures of other companies.
|
|
June 30, 2015
|
||
Dollars in thousands
|
|
||
Cash and cash equivalents on hand
|
$
|
116,943
|
|
Availability under 2015 Revolver
(1), (2)
|
187,246
|
|
|
Total liquidity
|
$
|
304,189
|
|
|
Six Months Ended June 30, 2015
|
||||||
Dollars in thousands
|
2015
|
|
2014
|
||||
Operating Activities
|
$
|
103,093
|
|
|
$
|
103,573
|
|
Investing Activities
|
(62,248
|
)
|
|
(102,842
|
)
|
||
Financing Activities
|
(32,358
|
)
|
|
(62,974
|
)
|
||
Net change in cash and cash equivalents
|
$
|
8,487
|
|
|
$
|
(62,243
|
)
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
|
3.1
|
|
—
|
|
Restated Certificate of Incorporation of the Company, as amended on May 16, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2007).
|
|
|
|
|
|
3.2
|
|
—
|
|
By-laws of Parker Drilling Company, as amended and restated as of July 31, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 1, 2014).
|
|
|
|
|
|
10.1
|
|
—
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2015, among Parker Drilling Company as Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, Barclays Bank PLC, as Documentation Agent, and the other lenders and L/C issuers from time to time party thereto.
|
|
|
|
|
|
12.1
|
|
—
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
31.1
|
|
—
|
|
Gary G. Rich, President and Chief Executive Officer, Rule 13a-14(a)/15d-14(a) Certification.
|
|
|
|
|
|
31.2
|
|
—
|
|
Christopher T. Weber, Senior Vice President and Chief Financial Officer, Rule 13a-14(a)/15d-14(a) Certification.
|
|
|
|
|
|
32.1
|
|
—
|
|
Gary G. Rich, President and Chief Executive Officer, Section 1350 Certification.
|
|
|
|
|
|
32.2
|
|
—
|
|
Christopher T. Weber, Senior Vice President and Chief Financial Officer, Section 1350 Certification.
|
|
|
|
|
|
101.INS
|
|
—
|
|
XBRL Instance Document.
|
|
|
|
|
|
101.SCH
|
|
—
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
|
|
101.CAL
|
|
—
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
|
|
101.LAB
|
|
—
|
|
XBRL Label Linkbase Document.
|
|
|
|
|
|
101.PRE
|
|
—
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
|
|
101.DEF
|
|
—
|
|
XBRL Definition Linkbase Document.
|
|
|
|
|
|
|
|
PARKER DRILLING COMPANY
|
||
|
|
|
|
|
Date:
|
August 6, 2015
|
By:
|
|
/s/ Gary G. Rich
|
|
|
|
|
Gary G. Rich
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
|
|
By:
|
|
/s/ Christopher T. Weber
|
|
|
|
|
Christopher T. Weber
Senior Vice President and Chief Financial Officer
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
|
3.1
|
|
—
|
|
Restated Certificate of Incorporation of the Company, as amended on May 16, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2007).
|
|
|
|
|
|
3.2
|
|
—
|
|
By-laws of Parker Drilling Company, as amended and restated as of July 31, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 1, 2014).
|
|
|
|
|
|
10.1
|
|
—
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2015, among Parker Drilling Company as Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, Barclays Bank PLC, as Documentation Agent, and the other lenders and L/C issuers from time to time party thereto.
|
|
|
|
|
|
12.1
|
|
—
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
31.1
|
|
—
|
|
Gary G. Rich, President and Chief Executive Officer, Rule 13a-14(a)/15d-14(a) Certification.
|
|
|
|
|
|
31.2
|
|
—
|
|
Christopher T. Weber, Senior Vice President and Chief Financial Officer, Rule 13a-14(a)/15d-14(a) Certification.
|
|
|
|
|
|
32.1
|
|
—
|
|
Gary G. Rich, President and Chief Executive Officer, Section 1350 Certification.
|
|
|
|
|
|
32.2
|
|
—
|
|
Christopher T. Weber, Senior Vice President and Chief Financial Officer, Section 1350 Certification.
|
|
|
|
|
|
101.INS
|
|
—
|
|
XBRL Instance Document.
|
|
|
|
|
|
101.SCH
|
|
—
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
|
|
101.CAL
|
|
—
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
|
|
101.LAB
|
|
—
|
|
XBRL Label Linkbase Document.
|
|
|
|
|
|
101.PRE
|
|
—
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
|
|
101.DEF
|
|
—
|
|
XBRL Definition Linkbase Document.
|
By:
|
Quail USA, LLC, its General Partner
|
By:
|
|
|
Six Months Ended
|
|
Fiscal Year Ended December 31,
|
||||||||||||||
|
June 30, 2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||
Pretax Income (Loss)
|
(17,254
|
)
|
|
48,537
|
|
|
52,787
|
|
|
70,977
|
|
|
(65,412
|
)
|
|
11,505
|
|
Fixed Charges
|
22,606
|
|
|
45,436
|
|
|
50,196
|
|
|
43,782
|
|
|
41,865
|
|
|
40,294
|
|
Amortization of Capitalized Interest
|
1,894
|
|
|
3,939
|
|
|
4,058
|
|
|
1,887
|
|
|
1,557
|
|
|
1,819
|
|
Capitalized Interest
|
(132
|
)
|
|
(1,171
|
)
|
|
(2,376
|
)
|
|
(10,240
|
)
|
|
(19,271
|
)
|
|
(13,489
|
)
|
Earnings before Income Tax & Fixed Charges
|
7,114
|
|
|
96,741
|
|
|
104,665
|
|
|
106,406
|
|
|
(41,261
|
)
|
|
40,129
|
|
Interest Expense
|
22,474
|
|
|
44,265
|
|
|
47,820
|
|
|
33,542
|
|
|
22,594
|
|
|
26,805
|
|
Capitalized Interest
|
132
|
|
|
1,171
|
|
|
2,376
|
|
|
10,240
|
|
|
19,271
|
|
|
13,489
|
|
Total Fixed Charges
|
22,606
|
|
|
45,436
|
|
|
50,196
|
|
|
43,782
|
|
|
41,865
|
|
|
40,294
|
|
Ratio of Earnings to Fixed Charges
|
.3x
|
|
|
2.1x
|
|
|
2.1x
|
|
|
2.4x
|
|
|
(1
|
)
|
|
1x
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
June 30, 2015
, of Parker Drilling Company (the registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Gary G. Rich
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Gary G. Rich
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President, Chief Executive Officer, and Director
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1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
June 30, 2015
, of Parker Drilling Company (the registrant);
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Christopher T. Weber
|
|
Christopher T. Weber
|
Senior Vice President and Chief Financial Officer
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2015
(the Report) fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Gary G. Rich
|
|
Gary G. Rich
|
President, Chief Executive Officer, and Director
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2015
(the Report) fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Christopher T. Weber
|
|
Christopher T. Weber
|
Senior Vice President and Chief Financial Officer
|