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þ
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Annual 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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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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Title of Each Class
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Name of Each Exchange on Which Registered:
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Common Stock, par value $0.16
2
/
3
per share
|
|
New York Stock Exchange
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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PART I
|
||
Item 1.
|
||
Item 1A.
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||
Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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EX-12.1
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EX-21
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EX-23.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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•
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customers that typically are major, independent or national oil and natural gas companies or integrated service providers;
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•
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drilling programs in remote locations with little infrastructure, requiring a large inventory of spare parts and other ancillary equipment and self-supported service capabilities;
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•
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complex wells and/or harsh environments (such as high pressures, deep depths, hazardous or geologically challenging conditions and sensitive environments) requiring specialized equipment and considerable experience to drill; and
|
•
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drilling and O&M contracts that generally cover periods of one year or more.
|
•
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Consistently delivering innovative, reliable, and efficient results that help our customers reduce their operational risks and manage their operating costs; and
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•
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Investing to improve and grow our existing business lines and to expand the scope of products and services we offer, both organically and through acquisitions.
|
|
December 31,
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||||
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2016
|
|
2015
|
||
U.S. (Lower 48) Drilling
|
111
|
|
|
160
|
|
International & Alaska Drilling
|
1,078
|
|
|
1,286
|
|
U.S. Rental Tools
|
198
|
|
|
248
|
|
International Rental Tools
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636
|
|
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694
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Corporate
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176
|
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179
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Total employees
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2,199
|
|
|
2,567
|
|
•
|
Gary G. Rich,
58
,
joined the Company in October 2012 as the president and chief executive officer. Mr. Rich also serves as Chairman of the Company’s board of directors. He is an industry veteran with over 30 years of global technical, commercial and operations experience. Mr. Rich came to Parker Drilling after a 25-year career with Baker Hughes Incorporated. Mr. Rich served as vice president of global sales for Baker Hughes from August 2011 to October 2012, and prior to that role, he served as president of that company’s European operations from April 2009 to August 2011. Previously, Mr. Rich was president of Hughes Christensen Company, a division of Baker Hughes primarily focused on the production and distribution of drilling bits for the petroleum industry.
|
•
|
Christopher T. Weber,
44
,
joined the Company in May 2013 as the senior vice president and chief financial officer. Prior to joining the Company, Mr. Weber served as the vice president and treasurer of Ensco plc, a public offshore drilling company, from 2011 to May 2013. From 2009 to 2011, Mr. Weber served as vice president, operations for Pride International, Inc., prior to which he served as director, corporate planning and development from 2006 to 2009.
|
•
|
Jon-Al Duplantier,
49
,
is the senior vice president, chief administrative officer, general counsel, and secretary of the Company, a position held since 2013. Mr. Duplantier has over 20 years' experience in the oil and natural gas industry. Mr. Duplantier joined the Company in 2009 as vice president and general counsel. From 1995 to 2009, Mr. Duplantier served in several legal and business roles at ConocoPhillips, including senior counsel – Exploration and Production, vice president and general counsel – Conoco Phillips Indonesia, and vice president and general counsel – Dubai Petroleum Company. Prior to joining ConocoPhillips, he served as a patent attorney for DuPont from 1992 to 1995.
|
•
|
Bryan R. Collins,
50
,
was appointed president of drilling operations for the Company on January 1, 2017. Prior to this appointment, Mr. Collins served as vice president - Arctic and Latin America operations from April 2016 to December 2016, vice president of Arctic operations from March 2013 to April 2016, and global director of business development from February 2012 to March 2013. Before joining the Company, Mr. Collins served in various operational and senior management roles at Schlumberger, Ltd., including vice president for drilling and measurements operations in Russia. Prior to his time at Schlumberger, Mr. Collins served as a global account manager for ExxonMobil’s worldwide drilling operations.
|
•
|
Leslie K. Nagy,
42
,
was appointed principal accounting officer and controller on April 1, 2014. Mrs. Nagy served as director of finance and assistant controller of the Company from December 2012 through March 2014, as assistant
|
•
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David W. Tucker,
61
,
treasurer, joined the Company in 1978 as a financial analyst and served in various financial and accounting positions before being named chief financial officer of our formerly wholly-owned subsidiary, Hercules Offshore Corporation, in February 1998. Mr. Tucker was named treasurer of the Company in 1999.
|
•
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the demand for oil and natural gas;
|
•
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the cost of exploring for, producing and delivering oil and natural gas;
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•
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expectations regarding future energy prices;
|
•
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advances in exploration, development and production technology;
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•
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the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain production levels and prices;
|
•
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the level of production by non-OPEC countries;
|
•
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the adoption or repeal of laws and government regulations, both in the United States and other countries;
|
•
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the imposition or lifting of economic sanctions against certain regions, persons and other entities;
|
•
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the number of ongoing and recently completed rig construction projects which may create overcapacity;
|
•
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local and worldwide military, political and economic events, including events in the oil producing regions of Africa, the Middle East, Russia, Central Asia, Southeast Asia and Latin America;
|
•
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weather conditions;
|
•
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expansion or contraction of worldwide economic activity, which affects levels of consumer and industrial demand;
|
•
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the rate of discovery of new oil and natural gas reserves;
|
•
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domestic and foreign tax policies;
|
•
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acts of terrorism in the United States or elsewhere;
|
•
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the development and use of alternative energy sources; and
|
•
|
the policies of various governments regarding exploration and development of their oil and natural gas reserves.
|
•
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$585.0 million
principal amount of long-term debt;
|
•
|
$37.3 million
of operating lease commitments; and
|
•
|
$9.8 million
of standby letters of credit.
|
•
|
delay spending on capital projects, including maintenance projects and the acquisition or construction of additional rigs, rental tools and other assets;
|
•
|
issue additional equity;
|
•
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sell assets; or
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•
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restructure or refinance our debt.
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•
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result in a reduction of our credit rating, which would make it more difficult for us to obtain additional financing on acceptable terms;
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•
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require us to dedicate a substantial portion of our cash flows from operating activities to the repayment of our debt and the interest associated with our debt;
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•
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limit our operating flexibility due to financial and other restrictive covenants, including restrictions on incurring additional debt and creating liens on our properties;
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•
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place us at a competitive disadvantage compared with our competitors that have relatively less debt; and
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•
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make us more vulnerable to downturns in our business.
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•
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make investments and other restricted payments, including dividends;
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•
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incur additional indebtedness;
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•
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create liens;
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•
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engage in sale leaseback transactions;
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•
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repurchase our common stock or Senior Notes;
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•
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sell our assets or consolidate or merge with or into other companies; and
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•
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engage in transactions with affiliates.
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•
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breakdowns of our equipment or the equipment of others necessary for continuation of operations;
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•
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work stoppages, including labor strikes;
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•
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shortages of material and skilled labor;
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•
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severe weather or harsh operating conditions;
|
•
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the occurrence or threat of epidemic or pandemic diseases or any government response to such occurrence or threat;
|
•
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the early termination of contracts; and
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•
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force majeure events.
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•
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shortages of equipment or skilled labor;
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•
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unforeseen engineering problems;
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•
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unanticipated change orders;
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•
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work stoppages;
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•
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adverse weather conditions;
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•
|
unexpectedly long delivery times for manufactured rig components;
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•
|
unanticipated repairs to correct defects in construction not covered by warranty;
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•
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failure or delay of third-party equipment vendors or service providers;
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•
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unforeseen increases in the cost of equipment, labor or raw materials, particularly steel;
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•
|
disputes with customers, shipyards or suppliers;
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•
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latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;
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•
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financial or other difficulties with current customers at shipyards and suppliers;
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•
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loss of revenue associated with downtime to remedy malfunctioning equipment not covered by warranty;
|
•
|
unanticipated cost increases;
|
•
|
loss of revenue and payments of liquidated damages for downtime to perform repairs associated with defects, unanticipated equipment refurbishment and delays in commencement of operations; and
|
•
|
lack of ability to obtain the required permits or approvals, including import/export documentation.
|
•
|
political, social and economic instability, war, terrorism and civil disturbances;
|
•
|
economic sanctions imposed by the U.S. government against other countries, groups, or individuals, or economic sanctions imposed by other governments against the U.S. or businesses incorporated in the U.S.;
|
•
|
limitations on insurance coverage, such as war risk coverage, in certain areas;
|
•
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expropriation, confiscatory taxation and nationalization of our assets;
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•
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foreign laws and governmental regulation, including inconsistencies and unexpected changes in laws or regulatory requirements, and changes in interpretations or enforcement of existing laws or regulations;
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•
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increases in governmental royalties;
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•
|
import-export quotas or trade barriers;
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•
|
hiring and retaining skilled and experienced workers, some of whom are represented by foreign labor unions;
|
•
|
work stoppages;
|
•
|
damage to our equipment or violence directed at our employees, including kidnapping;
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•
|
piracy of vessels transporting our people or equipment;
|
•
|
unfavorable changes in foreign monetary and tax policies;
|
•
|
solicitation by government officials for improper payments or other forms of corruption;
|
•
|
foreign currency fluctuations and restrictions on currency repatriation;
|
•
|
repudiation, nullification, modification or renegotiation of contracts; and
|
•
|
other forms of governmental regulation and economic conditions that are beyond our control.
|
•
|
any acquisitions would result in an increase in income or earnings per share;
|
•
|
any acquisitions would be successfully integrated into our operations and internal controls;
|
•
|
the due diligence prior to an acquisition would uncover situations that could result in financial or legal exposure, or that we will appropriately quantify the exposure from known risks;
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•
|
any disposition would not result in decreased earnings, revenues, or cash flow;
|
•
|
use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses;
|
•
|
any dispositions, investments, acquisitions, or integrations would not divert management resources; or
|
•
|
any dispositions, investments, acquisitions, or integrations would not have a material adverse effect on our results of operations or financial condition.
|
•
|
the other risk factors described in this Form 10-K, including changes in oil and natural gas prices;
|
•
|
a shortfall in rig utilization, operating revenues or net income from that expected by securities analysts and investors;
|
•
|
changes in securities analysts’ estimates of the financial performance of us or our competitors or the financial performance of companies in the oilfield service industry generally;
|
•
|
changes in actual or market expectations with respect to the amounts of exploration and development spending by oil and natural gas companies;
|
•
|
general conditions in the economy and in energy-related industries;
|
•
|
general conditions in the securities markets;
|
•
|
political instability, terrorism or war; and
|
•
|
the outcome of pending and future legal proceedings, investigations, tax assessments and other claims.
|
Name
|
|
Type
(1)
|
|
Year entered
into service/ upgraded |
|
Drilling
depth rating (in feet) |
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
International & Alaska Drilling
|
|
|
|
|
|
|
|
|
|
Eastern Hemisphere
|
|
|
|
|
|
|
|
|
|
Rig 231
|
|
L
|
|
1981/1997
|
|
13,000
|
|
|
Indonesia
|
Rig 253
|
|
L
|
|
1982/1996
|
|
15,000
|
|
|
Indonesia
|
Rig 226
|
|
HH
|
|
1989/2010
|
|
18,000
|
|
|
Papua New Guinea
|
Rig 107
|
|
L
|
|
1983/2009
|
|
15,000
|
|
|
Kazakhstan
|
Rig 216
|
|
L
|
|
2001/2009
|
|
25,000
|
|
|
Kazakhstan
|
Rig 249
|
|
L
|
|
2000/2009
|
|
25,000
|
|
|
Kazakhstan
|
Rig 257
|
|
B
|
|
1999/2010
|
|
30,000
|
|
|
Kazakhstan
|
Rig 258
|
|
L
|
|
2001/2009
|
|
25,000
|
|
|
Kazakhstan
|
Rig 247
|
|
L
|
|
1981/2008
|
|
20,000
|
|
|
Iraq, Kurdistan Region
|
Rig 269
|
|
L
|
|
2008
|
|
21,000
|
|
|
Iraq, Kurdistan Region
|
Rig 265
|
|
L
|
|
2007
|
|
20,000
|
|
|
Iraq, Kurdistan Region
|
Rig 264
|
|
L
|
|
2007
|
|
20,000
|
|
|
Tunisia
|
Rig 270
|
|
L
|
|
2011
|
|
21,000
|
|
|
Russia
|
Latin America
|
|
|
|
|
|
|
|
|
|
Rig 271
|
|
L
|
|
1982/2009
|
|
30,000
|
|
|
Colombia
|
Rig 266
|
|
L
|
|
2008
|
|
20,000
|
|
|
Guatemala
|
Rig 122
|
|
L
|
|
1980/2008
|
|
18,000
|
|
|
Mexico
|
Rig 165
|
|
L
|
|
1978/2007
|
|
30,000
|
|
|
Mexico
|
Rig 221
|
|
L
|
|
1982/2007
|
|
30,000
|
|
|
Mexico
|
Rig 256
|
|
L
|
|
1978/2007
|
|
25,000
|
|
|
Mexico
|
Rig 267
|
|
L
|
|
2008
|
|
20,000
|
|
|
Mexico
|
Alaska
|
|
|
|
|
|
|
|
|
|
Rig 272
|
|
L
|
|
2013
|
|
18,000
|
|
|
Alaska
|
Rig 273
|
|
L
|
|
2012
|
|
18,000
|
|
|
Alaska
|
U.S. (Lower 48) Drilling
|
|
|
|
|
|
|
|
|
|
Rig 8
|
|
B
|
|
1978/2007
|
|
14,000
|
|
|
GOM
|
Rig 12
|
|
B
|
|
1979/2006
|
|
18,000
|
|
|
GOM
|
Rig 15
|
|
B
|
|
1978/2007
|
|
15,000
|
|
|
GOM
|
Rig 20
|
|
B
|
|
1981/2007
|
|
13,000
|
|
|
GOM
|
Rig 21
|
|
B
|
|
1979/2012
|
|
14,000
|
|
|
GOM
|
Rig 30
|
|
B
|
|
2014
|
|
18,000
|
|
|
GOM
|
Rig 50
|
|
B
|
|
1981/2006
|
|
20,000
|
|
|
GOM
|
Rig 51
|
|
B
|
|
1981/2008
|
|
20,000
|
|
|
GOM
|
Rig 54
|
|
B
|
|
1980/2006
|
|
25,000
|
|
|
GOM
|
Rig 55
|
|
B
|
|
1981/2014
|
|
25,000
|
|
|
GOM
|
Rig 72
|
|
B
|
|
1982/2005
|
|
25,000
|
|
|
GOM
|
Rig 76
|
|
B
|
|
1977/2009
|
|
30,000
|
|
|
GOM
|
Rig 77
|
|
B
|
|
2006/2006
|
|
30,000
|
|
|
GOM
|
|
2016
|
|
2015
|
||||||||||||
Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
$
|
2.34
|
|
|
$
|
0.98
|
|
|
$
|
3.74
|
|
|
$
|
2.51
|
|
Second
|
$
|
3.16
|
|
|
$
|
2.00
|
|
|
$
|
4.55
|
|
|
$
|
3.25
|
|
Third
|
$
|
2.44
|
|
|
$
|
1.84
|
|
|
$
|
3.43
|
|
|
$
|
2.34
|
|
Fourth
|
$
|
2.90
|
|
|
$
|
1.70
|
|
|
$
|
3.64
|
|
|
$
|
1.75
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013 (1)
|
|
2012
|
||||||||||
Dollars in Thousands, Except Per Share Amounts
|
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
427,004
|
|
|
$
|
712,183
|
|
|
$
|
968,684
|
|
|
$
|
874,172
|
|
|
$
|
677,761
|
|
Total operating income (loss)
|
(111,257
|
)
|
|
(17,338
|
)
|
|
120,220
|
|
|
101,872
|
|
|
107,273
|
|
|||||
Net income (loss)
|
(230,814
|
)
|
|
(94,284
|
)
|
|
24,461
|
|
|
27,179
|
|
|
37,098
|
|
|||||
Net income (loss) attributable to controlling interest
|
(230,814
|
)
|
|
(95,073
|
)
|
|
23,451
|
|
|
27,015
|
|
|
37,313
|
|
|||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(1.86
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
0.20
|
|
|
$
|
0.23
|
|
|
$
|
0.32
|
|
Net income (loss) attributable to controlling interest
|
$
|
(1.86
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.32
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(1.86
|
)
|
|
$
|
(0.77
|
)
|
|
$
|
0.20
|
|
|
$
|
0.22
|
|
|
$
|
0.31
|
|
Net income (loss) attributable to controlling interest
|
$
|
(1.86
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.31
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(2)
|
$
|
1,103,551
|
|
|
$
|
1,366,702
|
|
|
$
|
1,509,000
|
|
|
$
|
1,521,775
|
|
|
$
|
1,248,133
|
|
Total long-term debt including current portion of long-term debt
(2)
|
576,326
|
|
|
574,798
|
|
|
603,341
|
|
|
640,800
|
|
|
471,605
|
|
|||||
Total equity
|
339,135
|
|
|
568,512
|
|
|
666,214
|
|
|
633,142
|
|
|
590,633
|
|
(1)
|
The 2013 results include
$22.5 million
of acquisition costs related to the acquisition of ITS on
April 22, 2013
.
|
(2)
|
The Company adopted, effective January 1, 2016, newly issued accounting guidance
ASU 2015-03, Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs,
which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. We reflected the impact of the new accounting guidance during each of the quarterly periods in our respective Quarterly Reports on Form 10-Q filed with the SEC during 2016.
|
|
2016
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
||||||||
Worldwide Rig Count
(1)
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. (land and offshore)
|
510
|
|
|
(48
|
)%
|
|
978
|
|
|
(47
|
)%
|
|
1,862
|
|
|||
International
(2)
|
955
|
|
|
(18
|
)%
|
|
1,167
|
|
|
(13
|
)%
|
|
1,337
|
|
|||
Commodity Prices (annual average)
(3)
|
|
|
|
|
|
|
|
|
|
||||||||
Crude Oil (United Kingdom Brent)
|
$
|
45.13
|
|
|
(16
|
)%
|
|
$
|
53.60
|
|
|
(46
|
)%
|
|
$
|
99.45
|
|
Crude Oil (West Texas Intermediate)
|
$
|
43.47
|
|
|
(11
|
)%
|
|
$
|
48.78
|
|
|
(48
|
)%
|
|
$
|
92.93
|
|
Natural Gas (Henry Hub)
|
$
|
2.55
|
|
|
(3
|
)%
|
|
$
|
2.63
|
|
|
(38
|
)%
|
|
$
|
4.26
|
|
•
|
We were awarded an extension and an additional rig to our O&M contract on Sakhalin Island, Russia. The O&M contract term was extended through June 2019 and a newly constructed fourth customer-owned extended-reach drilling rig was added. As a result of the extension and additional rig, over $180 million in revenues was added to our contracted backlog. Our operation on Sakhalin Island now includes a total of five rigs, including one Company-owned rig.
|
•
|
We were awarded a seven-year O&M contract for the Hibernia platform located off the Atlantic Coast of Canada.
|
•
|
Since the end of 2015, we increased our contracted backlog
30 percent
to
$379 million
.
|
•
|
We were awarded several new contracts for our International Rentals Tools segment in the Middle East utilizing the technology acquired in the 2M-Tek Acquisition.
|
•
|
Our U.S. Rental Tools Tubular Goods Utilization Index increased 65 percent since bottoming in May 2016.
|
•
|
We set a safety record with the lowest total recordable rate in the Company's history.
|
•
|
Our Drilling Services business, including Company-owned and customer-owned rigs, achieved a record low 0.77 percent downtime for the year with four of the rigs operating the full year with zero downtime.
|
•
|
In May 2016, we amended our credit agreement to provide covenant relief and flexibility to help navigate the prolonged industry downturn.
|
•
|
We were able to finish 2016 with almost
$210 million
in total liquidity, primarily due to our emphasis on cash flow and our proactive management of receivables.
|
•
|
We complied with all of our obligations under the Deferred Prosecution Agreement (“DPA”) and on May 20, 2016, the United States’ case against the Company was dismissed and the DPA was terminated.
|
|
Year Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Dollars in Thousands
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
$
|
5,429
|
|
|
1
|
%
|
|
$
|
30,358
|
|
|
4
|
%
|
International & Alaska Drilling
|
287,332
|
|
|
67
|
%
|
|
435,096
|
|
|
61
|
%
|
||
Total Drilling Services
|
292,761
|
|
|
68
|
%
|
|
465,454
|
|
|
65
|
%
|
||
Rental Tools Services:
|
|
|
|
|
|
|
|
||||||
U.S. Rental Tools
|
71,613
|
|
|
17
|
%
|
|
141,889
|
|
|
20
|
%
|
||
International Rental Tools
|
62,630
|
|
|
15
|
%
|
|
104,840
|
|
|
15
|
%
|
||
Total Rental Tools Services
|
134,243
|
|
|
32
|
%
|
|
246,729
|
|
|
35
|
%
|
||
Total revenues
|
427,004
|
|
|
100
|
%
|
|
712,183
|
|
|
100
|
%
|
||
Operating gross margin (loss) excluding depreciation and amortization:
|
|
||||||||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
(14,304
|
)
|
|
(263
|
)%
|
|
(5,889
|
)
|
|
(19
|
)%
|
||
International & Alaska Drilling
|
64,508
|
|
|
22
|
%
|
|
109,750
|
|
|
25
|
%
|
||
Total Drilling Services
|
50,204
|
|
|
17
|
%
|
|
103,861
|
|
|
22
|
%
|
||
Rental Tools Services:
|
|
|
|
|
|
|
|
||||||
U.S. Rental Tools
|
21,397
|
|
|
30
|
%
|
|
64,833
|
|
|
46
|
%
|
||
International Rental Tools
|
(7,118
|
)
|
|
(11
|
)%
|
|
17,199
|
|
|
16
|
%
|
||
Total Rental Tools Services
|
14,279
|
|
|
11
|
%
|
|
82,032
|
|
|
33
|
%
|
||
Total operating gross margin (loss) excluding depreciation and amortization
|
64,483
|
|
|
15
|
%
|
|
185,893
|
|
|
26
|
%
|
||
Depreciation and amortization
|
(139,795
|
)
|
|
|
|
(156,194
|
)
|
|
|
||||
Total operating gross margin (loss)
|
(75,312
|
)
|
|
|
|
29,699
|
|
|
|
||||
General and administrative expense
|
(34,332
|
)
|
|
|
|
(36,190
|
)
|
|
|
||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
|
|
(12,490
|
)
|
|
|
||||
Gain (loss) on disposition of assets, net
|
(1,613
|
)
|
|
|
|
1,643
|
|
|
|
||||
Total operating income (loss)
|
$
|
(111,257
|
)
|
|
|
|
$
|
(17,338
|
)
|
|
|
Dollars in Thousands
|
|
U.S. (Lower 48)
Drilling
|
|
International & Alaska Drilling
|
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
Total
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss)
(1)
|
|
$
|
(34,353
|
)
|
|
$
|
9,272
|
|
|
$
|
(22,372
|
)
|
|
$
|
(27,859
|
)
|
|
$
|
(75,312
|
)
|
Depreciation and amortization
|
|
20,049
|
|
|
55,236
|
|
|
43,769
|
|
|
20,741
|
|
|
139,795
|
|
|||||
Operating gross margin (loss) excluding depreciation and amortization
|
|
$
|
(14,304
|
)
|
|
$
|
64,508
|
|
|
$
|
21,397
|
|
|
$
|
(7,118
|
)
|
|
$
|
64,483
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss)
(1)
|
|
$
|
(28,309
|
)
|
|
$
|
45,211
|
|
|
$
|
17,380
|
|
|
$
|
(4,583
|
)
|
|
$
|
29,699
|
|
Depreciation and amortization
|
|
22,420
|
|
|
64,539
|
|
|
47,453
|
|
|
21,782
|
|
|
156,194
|
|
|||||
Operating gross margin (loss) excluding depreciation and amortization
|
|
$
|
(5,889
|
)
|
|
$
|
109,750
|
|
|
$
|
64,833
|
|
|
$
|
17,199
|
|
|
$
|
185,893
|
|
(1)
|
Operating gross margin (loss) is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
U.S. (Lower 48) Drilling
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
13.0
|
|
Utilization rate of rigs available for service
(2)
|
5
|
%
|
|
15
|
%
|
International & Alaska Drilling
|
|
|
|
||
Eastern Hemisphere
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
13.0
|
|
Utilization rate of rigs available for service
(2)
|
40
|
%
|
|
66
|
%
|
Latin America Region
|
|
|
|
||
Rigs available for service
(1)
|
7.0
|
|
|
9.0
|
|
Utilization rate of rigs available for service
(2)
|
23
|
%
|
|
40
|
%
|
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)
|
22.0
|
|
|
24.0
|
|
Utilization rate of rigs available for service
(2)
|
40
|
%
|
|
59
|
%
|
(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.
|
•
|
a decrease of $62.3 million, excluding revenues from reimbursable costs ("reimbursable revenues"), resulting from decreased utilization for Company-owned rigs. Utilization for the segment decreased to
40.0
percent for the year ended December 31, 2016 from
59.0
percent for the year ended December 31, 2015. The decline in utilization was primarily due to the decline in oil prices which led to reduced customer activity;
|
•
|
a decrease of $39.8 million driven by a decline in average revenues per day resulting from certain Company-owned and customer-owned rigs shifting to standby mode during 2016 compared with operating mode during 2015, as well as a reduction in average dayrates due to pricing pressures from customers resulting from the decline in oil prices;
|
•
|
a decrease in reimbursable revenues of $17.4 million, which decreased revenues but had a minimal impact on operating margins;
|
•
|
a decrease of $16.7 million in revenues earned from mobilization and demobilization activities; and
|
•
|
a decrease of $12.5 million in revenues related to our project services activities.
|
|
Year Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
Dollars in Thousands
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
$
|
30,358
|
|
|
4
|
%
|
|
$
|
158,405
|
|
|
16
|
%
|
International & Alaska Drilling
|
435,096
|
|
|
61
|
%
|
|
462,513
|
|
|
48
|
%
|
||
Total Drilling Services
|
465,454
|
|
|
65
|
%
|
|
620,918
|
|
|
64
|
%
|
||
Rental Tools Services:
|
|
|
|
|
|
|
|
||||||
U.S. Rental Tools
|
141,889
|
|
|
20
|
%
|
|
223,545
|
|
|
23
|
%
|
||
International Rental Tools
|
104,840
|
|
|
15
|
%
|
|
124,221
|
|
|
13
|
%
|
||
Total Rental Tools Services
|
246,729
|
|
|
35
|
%
|
|
347,766
|
|
|
36
|
%
|
||
Total revenues
|
712,183
|
|
|
100
|
%
|
|
968,684
|
|
|
100
|
%
|
||
Operating gross margin (loss) excluding depreciation and amortization:
|
|
||||||||||||
Drilling Services:
|
|
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
(5,889
|
)
|
|
(19
|
)%
|
|
68,091
|
|
|
43
|
%
|
||
International & Alaska Drilling
(1)
|
109,750
|
|
|
25
|
%
|
|
94,089
|
|
|
20
|
%
|
||
Total Drilling Services
|
103,861
|
|
|
22
|
%
|
|
162,180
|
|
|
26
|
%
|
||
Rental Tools Services:
|
|
|
|
|
|
|
|
||||||
U.S. Rental Tools
|
64,833
|
|
|
46
|
%
|
|
118,192
|
|
|
53
|
%
|
||
International Rental Tools
|
17,199
|
|
|
16
|
%
|
|
18,931
|
|
|
15
|
%
|
||
Total Rental Tools Services
|
82,032
|
|
|
33
|
%
|
|
137,123
|
|
|
39
|
%
|
||
Total operating gross margin (loss) excluding depreciation and amortization
|
185,893
|
|
|
26
|
%
|
|
299,303
|
|
|
31
|
%
|
||
Depreciation and amortization
|
(156,194
|
)
|
|
|
|
(145,121
|
)
|
|
|
||||
Total operating gross margin (loss)
|
29,699
|
|
|
|
|
154,182
|
|
|
|
||||
General and administrative expense
|
(36,190
|
)
|
|
|
|
(35,016
|
)
|
|
|
||||
Provision for reduction in carrying value of certain assets
|
(12,490
|
)
|
|
|
|
—
|
|
|
|
||||
Gain (loss) on disposition of assets, net
|
1,643
|
|
|
|
|
1,054
|
|
|
|
||||
Total operating income (loss)
|
$
|
(17,338
|
)
|
|
|
|
$
|
120,220
|
|
|
|
Dollars in Thousands
|
|
U.S. (Lower 48)
Drilling
|
|
International & Alaska Drilling
|
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
Total
|
||||||||||
Balance at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin
(1)
|
|
$
|
(28,309
|
)
|
|
$
|
45,211
|
|
|
$
|
17,380
|
|
|
$
|
(4,583
|
)
|
|
$
|
29,699
|
|
Depreciation and amortization
|
|
22,420
|
|
|
64,539
|
|
|
47,453
|
|
|
21,782
|
|
|
156,194
|
|
|||||
Operating gross margin excluding depreciation and amortization
|
|
$
|
(5,889
|
)
|
|
$
|
109,750
|
|
|
$
|
64,833
|
|
|
$
|
17,199
|
|
|
$
|
185,893
|
|
Balance at December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin
(1)
|
|
$
|
46,831
|
|
|
$
|
34,405
|
|
|
$
|
71,790
|
|
|
$
|
1,156
|
|
|
$
|
154,182
|
|
Depreciation and amortization
|
|
21,260
|
|
|
59,684
|
|
|
46,402
|
|
|
17,775
|
|
|
145,121
|
|
|||||
Operating gross margin excluding depreciation and amortization
|
|
$
|
68,091
|
|
|
$
|
94,089
|
|
|
$
|
118,192
|
|
|
$
|
18,931
|
|
|
$
|
299,303
|
|
(1)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
U.S. (Lower 48) Drilling
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
12.1
|
|
Utilization rate of rigs available for service
(2)
|
15
|
%
|
|
72
|
%
|
International & Alaska Drilling
|
|
|
|
||
Eastern Hemisphere
|
|
|
|
||
Rigs available for service
(1)
|
13.0
|
|
|
13.0
|
|
Utilization rate of rigs available for service
(2)
|
66
|
%
|
|
77
|
%
|
Latin America Region
|
|
|
|
||
Rigs available for service
(1)
|
9.0
|
|
|
9.0
|
|
Utilization rate of rigs available for service
(2)
|
40
|
%
|
|
60
|
%
|
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)
|
59
|
%
|
|
72
|
%
|
(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.
|
•
|
a decrease of $50.7 million, excluding reimbursable revenues, resulting from decreased utilization for Company-owned rigs. Utilization for the segment decreased from 72 percent to 59 percent for the years ended December 31, 2014 and 2015, respectively, primarily resulting from the decline in oil prices which led to reduced customer activity; and
|
•
|
a decrease of approximately $7.4 million of revenues generated from our project service activities.
|
•
|
an increase of $12.2 million, excluding reimbursable revenues, related to our O&M activity primarily resulting from the two-rig O&M contract in Abu Dhabi that commenced during the 2015 first quarter partially offset by the completion of an O&M contract in May 2014; and
|
•
|
an increase in reimbursable revenues of $12.0 million which added to revenues but had a minimal impact on operating margins.
|
|
December 31, 2016
|
||
Dollars in thousands
|
|
||
Cash and cash equivalents on hand
(1)
|
$
|
119,691
|
|
Availability under Revolver
(2)
|
90,250
|
|
|
Total liquidity
|
$
|
209,941
|
|
Dollars in thousands
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
$
|
21,285
|
|
|
$
|
162,122
|
|
|
$
|
202,467
|
|
Investing Activities
|
(26,513
|
)
|
|
(101,243
|
)
|
|
(173,575
|
)
|
|||
Financing Activities
|
(9,375
|
)
|
|
(35,041
|
)
|
|
(69,125
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
(14,603
|
)
|
|
$
|
25,838
|
|
|
$
|
(40,233
|
)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Beyond 2021
|
||||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||||
Contractual cash obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt — principal
|
$
|
585,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
360,000
|
|
Long-term debt — interest
|
213,300
|
|
|
41,175
|
|
|
41,175
|
|
|
41,175
|
|
|
41,175
|
|
|
24,300
|
|
|
24,300
|
|
|||||||
Operating leases(1)
|
37,250
|
|
|
12,559
|
|
|
7,841
|
|
|
6,667
|
|
|
5,168
|
|
|
2,823
|
|
|
2,192
|
|
|||||||
Purchase commitments(2)
|
28,655
|
|
|
28,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
864,205
|
|
|
$
|
82,389
|
|
|
$
|
49,016
|
|
|
$
|
47,842
|
|
|
$
|
271,343
|
|
|
$
|
27,123
|
|
|
$
|
386,492
|
|
Commercial commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Standby letters of credit(3)
|
$
|
9,750
|
|
|
$
|
9,046
|
|
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total commercial commitments
|
$
|
9,750
|
|
|
$
|
9,046
|
|
|
$
|
704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Operating leases consist of lease agreements in excess of one year for office space, equipment, vehicles and personal property.
|
(2)
|
We had purchase commitments outstanding as of
December 31, 2016
, related to rental tools and rig related expenditures.
|
(3)
|
The available capacity of the Revolver is
$100 million
. As of
December 31, 2016
,
$9.8 million
of availability had been used to support outstanding letters of credit.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
427,004
|
|
|
$
|
712,183
|
|
|
$
|
968,684
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
362,521
|
|
|
526,290
|
|
|
669,381
|
|
|||
Depreciation and amortization
|
139,795
|
|
|
156,194
|
|
|
145,121
|
|
|||
|
502,316
|
|
|
682,484
|
|
|
814,502
|
|
|||
Total operating gross margin (loss)
|
(75,312
|
)
|
|
29,699
|
|
|
154,182
|
|
|||
General and administration expense
|
(34,332
|
)
|
|
(36,190
|
)
|
|
(35,016
|
)
|
|||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
(12,490
|
)
|
|
—
|
|
|||
Gain (loss) on disposition of assets, net
|
(1,613
|
)
|
|
1,643
|
|
|
1,054
|
|
|||
Total operating income (loss)
|
(111,257
|
)
|
|
(17,338
|
)
|
|
120,220
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(45,812
|
)
|
|
(45,155
|
)
|
|
(44,265
|
)
|
|||
Interest income
|
58
|
|
|
269
|
|
|
195
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(30,152
|
)
|
|||
Other
|
367
|
|
|
(9,747
|
)
|
|
2,539
|
|
|||
Total other income (expense)
|
(45,387
|
)
|
|
(54,633
|
)
|
|
(71,683
|
)
|
|||
Income (loss) before income taxes
|
(156,644
|
)
|
|
(71,971
|
)
|
|
48,537
|
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current tax expense (benefit)
|
5,108
|
|
|
19,604
|
|
|
22,567
|
|
|||
Deferred tax expense (benefit)
|
69,062
|
|
|
2,709
|
|
|
1,509
|
|
|||
Total income tax expense (benefit)
|
74,170
|
|
|
22,313
|
|
|
24,076
|
|
|||
Net income (loss)
|
(230,814
|
)
|
|
(94,284
|
)
|
|
24,461
|
|
|||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
789
|
|
|
1,010
|
|
|||
Net income (loss) attributable to controlling interest
|
$
|
(230,814
|
)
|
|
$
|
(95,073
|
)
|
|
$
|
23,451
|
|
Basic earnings (loss) per share:
|
$
|
(1.86
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
0.19
|
|
Diluted earnings (loss) per share:
|
$
|
(1.86
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
0.19
|
|
Number of common shares used in computing earnings per share:
|
|
|
|
|
|
||||||
Basic
|
124,130,004
|
|
|
122,562,187
|
|
|
121,186,464
|
|
|||
Diluted
|
124,130,004
|
|
|
122,562,187
|
|
|
123,076,648
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(230,814
|
)
|
|
$
|
(94,284
|
)
|
|
$
|
24,461
|
|
Other comprehensive gain (loss), net of tax:
|
|
|
|
|
|
||||||
Currency translation difference on related borrowings
|
(691
|
)
|
|
(2,012
|
)
|
|
(4,870
|
)
|
|||
Currency translation difference on foreign currency net investments
|
(4,265
|
)
|
|
405
|
|
|
2,147
|
|
|||
Total other comprehensive gain (loss), net of tax:
|
(4,956
|
)
|
|
(1,607
|
)
|
|
(2,723
|
)
|
|||
Comprehensive income (loss)
|
(235,770
|
)
|
|
(95,891
|
)
|
|
21,738
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interest
|
—
|
|
|
4,606
|
|
|
(673
|
)
|
|||
Comprehensive income (loss) attributable to controlling interest
|
$
|
(235,770
|
)
|
|
$
|
(91,285
|
)
|
|
$
|
21,065
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
119,691
|
|
|
$
|
134,294
|
|
Accounts and Notes Receivable, net of allowance for bad debts of $8,259 in 2016 and $8,694 in 2015
|
113,231
|
|
|
175,105
|
|
||
Rig materials and supplies
|
32,354
|
|
|
34,937
|
|
||
Deferred costs
|
1,436
|
|
|
1,367
|
|
||
Other tax assets
|
6,475
|
|
|
5,192
|
|
||
Other current assets
|
13,131
|
|
|
15,846
|
|
||
Total current assets
|
286,318
|
|
|
366,741
|
|
||
|
|
|
|
||||
Property, plant and equipment, net of accumulated depreciation of $1,320,644 in 2016 and $1,302,380 in 2015 (Note 5)
|
693,439
|
|
|
805,841
|
|
||
Goodwill (Note 3)
|
6,708
|
|
|
6,708
|
|
||
Intangible assets, net (Note 3)
|
9,928
|
|
|
13,377
|
|
||
Rig materials and supplies
|
22,439
|
|
|
18,104
|
|
||
Deferred income taxes
|
70,309
|
|
|
139,282
|
|
||
Other assets
|
14,410
|
|
|
16,649
|
|
||
Total assets
|
$
|
1,103,551
|
|
|
$
|
1,366,702
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
42,655
|
|
|
$
|
58,080
|
|
Accrued liabilities
|
56,186
|
|
|
71,623
|
|
||
Accrued income taxes
|
4,080
|
|
|
6,418
|
|
||
Total current liabilities
|
102,921
|
|
|
136,121
|
|
||
Long-term debt, net of unamortized debt issuance costs of $8,674 at December 31, 2016 and $10,202 at December 31, 2015
|
576,326
|
|
|
574,798
|
|
||
Other long-term liabilities
|
15,836
|
|
|
18,617
|
|
||
Long-term deferred tax liability
|
69,333
|
|
|
68,654
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred Stock, $1 par value, 1,942,000 shares authorized, no shares outstanding
|
—
|
|
|
—
|
|
||
Common Stock, $0.16 2/3 par value, authorized 280,000,000 shares, issued and outstanding, 125,118,365 shares (123,206,269 shares in 2015)
|
20,837
|
|
|
20,518
|
|
||
Capital in excess of par value
|
675,194
|
|
|
669,120
|
|
||
Accumulated deficit
|
(350,052
|
)
|
|
(119,238
|
)
|
||
Accumulated Other Comprehensive Income
|
(6,844
|
)
|
|
(1,888
|
)
|
||
Total controlling interest stockholders’ equity
|
339,135
|
|
|
568,512
|
|
||
Noncontrolling interest
|
—
|
|
|
—
|
|
||
Total equity
|
339,135
|
|
|
568,512
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,103,551
|
|
|
$
|
1,366,702
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(230,814
|
)
|
|
$
|
(94,284
|
)
|
|
$
|
24,461
|
|
Adjustments to reconcile net income (loss):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
139,795
|
|
|
156,194
|
|
|
145,121
|
|
|||
Accretion of contingent consideration
|
419
|
|
|
826
|
|
|
—
|
|
|||
(Gain) loss on debt modification
|
1,088
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
30,152
|
|
|||
(Gain) loss on disposition of assets
|
1,613
|
|
|
(1,643
|
)
|
|
(1,054
|
)
|
|||
Deferred income tax expense
|
69,062
|
|
|
2,709
|
|
|
1,509
|
|
|||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
12,490
|
|
|
—
|
|
|||
Expenses not requiring cash
|
1,362
|
|
|
5,103
|
|
|
19,331
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
60,391
|
|
|
103,995
|
|
|
(12,238
|
)
|
|||
Rig materials and supplies
|
(1,752
|
)
|
|
2,722
|
|
|
(2,878
|
)
|
|||
Other current assets
|
2,140
|
|
|
12,548
|
|
|
26,032
|
|
|||
Accounts payable and accrued liabilities
|
(19,494
|
)
|
|
(27,425
|
)
|
|
27,231
|
|
|||
Accrued income taxes
|
(6,422
|
)
|
|
(7,957
|
)
|
|
(7,657
|
)
|
|||
Other assets
|
3,897
|
|
|
(3,156
|
)
|
|
(47,543
|
)
|
|||
Net cash provided by (used in) operating activities
|
21,285
|
|
|
162,122
|
|
|
202,467
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(28,954
|
)
|
|
(88,197
|
)
|
|
(179,513
|
)
|
|||
Proceeds from the sale of assets
|
2,441
|
|
|
830
|
|
|
5,938
|
|
|||
Proceeds from insurance settlements
|
—
|
|
|
2,500
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(13,806
|
)
|
|
—
|
|
|||
Divestitures, net of cash paid
|
—
|
|
|
(2,570
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(26,513
|
)
|
|
(101,243
|
)
|
|
(173,575
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
400,000
|
|
|||
Repayments of long-term debt
|
—
|
|
|
(30,000
|
)
|
|
(435,000
|
)
|
|||
Payments of debt issuance costs
|
—
|
|
|
(1,996
|
)
|
|
(7,630
|
)
|
|||
Payment for noncontrolling interest
|
(3,375
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of debt extinguishment costs
|
—
|
|
|
—
|
|
|
(26,214
|
)
|
|||
Payment of contingent consideration
|
(6,000
|
)
|
|
(2,000
|
)
|
|
—
|
|
|||
Excess tax benefit (expense) from stock-based compensation
|
—
|
|
|
(1,045
|
)
|
|
(281
|
)
|
|||
Net cash provided by (used in) financing activities
|
(9,375
|
)
|
|
(35,041
|
)
|
|
(69,125
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(14,603
|
)
|
|
25,838
|
|
|
(40,233
|
)
|
|||
Cash and cash equivalents at beginning of year
|
134,294
|
|
|
108,456
|
|
|
148,689
|
|
|||
Cash and cash equivalents at end of year
|
$
|
119,691
|
|
|
$
|
134,294
|
|
|
$
|
108,456
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
41,175
|
|
|
41,393
|
|
|
41,820
|
|
|||
Income taxes paid
|
14,341
|
|
|
26,208
|
|
|
26,694
|
|
|
Shares
|
|
Common
Stock
|
|
Treasury Stock
|
|
Capital in
Excess of
Par Value
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Controlling
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||
Balances, December 31, 2013
|
120,491
|
|
|
$
|
20,268
|
|
|
$
|
(193
|
)
|
|
$
|
657,349
|
|
|
$
|
(47,616
|
)
|
|
$
|
1,888
|
|
|
$
|
631,696
|
|
|
$
|
1,446
|
|
|
$
|
633,142
|
|
Activity in employees’ stock plans
|
1,555
|
|
|
227
|
|
|
23
|
|
|
924
|
|
|
—
|
|
|
—
|
|
|
1,174
|
|
|
—
|
|
|
1,174
|
|
||||||||
Tax benefit increase from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
(281
|
)
|
||||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
9,273
|
|
|
—
|
|
|
—
|
|
|
9,273
|
|
|
—
|
|
|
9,273
|
|
||||||||
Purchase of NCI of joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
(496
|
)
|
|
—
|
|
|
—
|
|
|
(496
|
)
|
|
(13
|
)
|
|
(509
|
)
|
||||||||
Purchase of noncontrolling ownership interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
|
1,919
|
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
(242
|
)
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,451
|
|
|
—
|
|
|
23,451
|
|
|
1,010
|
|
|
24,461
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,386
|
)
|
|
(2,386
|
)
|
|
(337
|
)
|
|
(2,723
|
)
|
||||||||
Balances, December 31, 2014
|
122,046
|
|
|
$
|
20,495
|
|
|
$
|
(170
|
)
|
|
$
|
666,769
|
|
|
$
|
(24,165
|
)
|
|
$
|
(498
|
)
|
|
$
|
662,431
|
|
|
$
|
3,783
|
|
|
$
|
666,214
|
|
Activity in employees’ stock plans
|
1,160
|
|
|
193
|
|
|
—
|
|
|
(1,227
|
)
|
|
—
|
|
|
—
|
|
|
(1,034
|
)
|
|
—
|
|
|
(1,034
|
)
|
||||||||
Tax benefit increase from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|
—
|
|
|
(1,045
|
)
|
||||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
8,410
|
|
|
—
|
|
|
—
|
|
|
8,410
|
|
|
—
|
|
|
8,410
|
|
||||||||
Disposal of noncontrolling interest related to sale of joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,392
|
)
|
|
(1,392
|
)
|
||||||||
Purchase of noncontrolling ownership interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,787
|
)
|
|
—
|
|
|
—
|
|
|
(3,787
|
)
|
|
(2,963
|
)
|
|
(6,750
|
)
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,073
|
)
|
|
—
|
|
|
(95,073
|
)
|
|
789
|
|
|
(94,284
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,390
|
)
|
|
(1,390
|
)
|
|
(217
|
)
|
|
(1,607
|
)
|
||||||||
Balances, December 31, 2015
|
123,206
|
|
|
$
|
20,688
|
|
|
$
|
(170
|
)
|
|
$
|
669,120
|
|
|
$
|
(119,238
|
)
|
|
$
|
(1,888
|
)
|
|
$
|
568,512
|
|
|
$
|
—
|
|
|
$
|
568,512
|
|
Activity in employees’ stock plans
|
1,912
|
|
|
319
|
|
|
—
|
|
|
(1,475
|
)
|
|
—
|
|
|
—
|
|
|
(1,156
|
)
|
|
—
|
|
|
(1,156
|
)
|
||||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
7,549
|
|
|
—
|
|
|
—
|
|
|
7,549
|
|
|
—
|
|
|
7,549
|
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(230,814
|
)
|
|
—
|
|
|
(230,814
|
)
|
|
—
|
|
|
(230,814
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,956
|
)
|
|
(4,956
|
)
|
|
—
|
|
|
(4,956
|
)
|
||||||||
Balances, December 31, 2016
|
125,118
|
|
|
$
|
21,007
|
|
|
$
|
(170
|
)
|
|
$
|
675,194
|
|
|
$
|
(350,052
|
)
|
|
$
|
(6,844
|
)
|
|
$
|
339,135
|
|
|
$
|
—
|
|
|
$
|
339,135
|
|
|
December 31,
|
||||||
Dollars in thousands
|
2016
|
|
2015
|
||||
Trade
|
$
|
121,490
|
|
|
$
|
183,299
|
|
Notes receivable
|
—
|
|
|
500
|
|
||
Allowance for bad debt
(1)
|
(8,259
|
)
|
|
(8,694
|
)
|
||
Total accounts and notes receivable, net of allowance for bad debt
|
$
|
113,231
|
|
|
$
|
175,105
|
|
(1)
|
Additional information on the allowance for bad debt for the years ended
December 31, 2016
,
2015
and
2014
is reported on Schedule II — Valuation and Qualifying Accounts.
|
Land drilling equipment
|
|
3 to 20 years
|
Barge drilling equipment
|
|
3 to 20 years
|
Drill pipe, rental tools and other
|
|
4 to 15 years
|
Buildings and improvements
|
|
5 to 30 years
|
Dollars in thousands
|
Goodwill
|
||
Balance at December 31, 2015
|
$
|
6,708
|
|
Additions
|
—
|
|
|
Balance at December 31, 2016
|
$
|
6,708
|
|
|
|
Balance at December 31, 2016
|
||||||||||||||
Dollars in thousands
|
Estimated Useful Life (Years)
|
Gross Carrying Amount
|
|
Write-off Due to Sale
(1)
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Developed Technology
|
6
|
$
|
11,630
|
|
|
$
|
—
|
|
|
$
|
(3,393
|
)
|
|
$
|
8,237
|
|
Customer Relationships
|
3
|
5,400
|
|
|
(264
|
)
|
|
(5,136
|
)
|
|
—
|
|
||||
Trade Names
|
5
|
4,940
|
|
|
(332
|
)
|
|
(2,917
|
)
|
|
1,691
|
|
||||
Total Amortized intangible assets
|
|
$
|
21,970
|
|
|
$
|
(596
|
)
|
|
$
|
(11,446
|
)
|
|
$
|
9,928
|
|
Dollars in thousands
|
Expected future intangible amortization expense
|
||
2017
|
$
|
2,801
|
|
2018
|
$
|
2,306
|
|
2019
|
$
|
2,306
|
|
2020
|
$
|
2,030
|
|
2021
|
$
|
485
|
|
Beyond 2021
|
$
|
—
|
|
Dollars in thousands
|
Foreign Currency Items
|
||
December 31, 2015
|
$
|
(1,888
|
)
|
Current period other comprehensive income
|
(4,956
|
)
|
|
December 31, 2016
|
$
|
(6,844
|
)
|
|
December 31,
|
||||||
Dollars in Thousands
|
2016
|
|
2015
|
||||
Property, Plant and Equipment, at cost:
|
|
|
|
||||
Drilling Equipment
|
$
|
1,306,641
|
|
|
$
|
1,396,748
|
|
Rental Tools
|
516,144
|
|
|
521,662
|
|
||
Building, Land and Improvements
|
54,799
|
|
|
53,576
|
|
||
Other
|
111,142
|
|
|
114,465
|
|
||
Construction in Progress
|
25,357
|
|
|
21,770
|
|
||
Total Property, Plant and Equipment, at cost
|
2,014,083
|
|
|
2,108,221
|
|
||
Less: Accumulated Depreciation and Amortization
|
1,320,644
|
|
|
1,302,380
|
|
||
Property, Plant, and Equipment, Net
|
$
|
693,439
|
|
|
$
|
805,841
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in thousands
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
(131,106
|
)
|
|
$
|
(77,368
|
)
|
|
$
|
37,547
|
|
Foreign
|
(25,538
|
)
|
|
5,397
|
|
|
10,990
|
|
|||
|
$
|
(156,644
|
)
|
|
$
|
(71,971
|
)
|
|
$
|
48,537
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in thousands
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,921
|
)
|
|
$
|
2,485
|
|
|
$
|
(3,079
|
)
|
State
|
(9
|
)
|
|
365
|
|
|
5,335
|
|
|||
Foreign
|
7,038
|
|
|
16,754
|
|
|
20,311
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
64,066
|
|
|
(141
|
)
|
|
4,703
|
|
|||
State
|
(47
|
)
|
|
(4,769
|
)
|
|
(379
|
)
|
|||
Foreign
|
5,043
|
|
|
7,619
|
|
|
(2,815
|
)
|
|||
|
$
|
74,170
|
|
|
$
|
22,313
|
|
|
$
|
24,076
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Dollars in thousands
|
Amount
|
|
% of Pre-Tax
Income
|
|
Amount
|
|
% of Pre-Tax
Income
|
|
Amount
|
|
% of Pre-Tax
Income
|
|||||||||
Computed Expected Tax Expense (Benefit)
|
$
|
(54,825
|
)
|
|
35.0
|
%
|
|
$
|
(25,190
|
)
|
|
35.0
|
%
|
|
$
|
16,988
|
|
|
35.0
|
%
|
Foreign Taxes
|
12,688
|
|
|
(8.1
|
)%
|
|
16,043
|
|
|
(22.3
|
)%
|
|
11,221
|
|
|
23.1
|
%
|
|||
Tax Effect Different From Statutory Rates
|
(3,629
|
)
|
|
2.3
|
%
|
|
(2,729
|
)
|
|
3.8
|
%
|
|
(3,389
|
)
|
|
(7.0
|
)%
|
|||
State Taxes, net of federal benefit
|
(849
|
)
|
|
0.5
|
%
|
|
(4,544
|
)
|
|
6.3
|
%
|
|
3,117
|
|
|
6.4
|
%
|
|||
Foreign Tax Credits
|
20
|
|
|
—
|
%
|
|
(5,566
|
)
|
|
7.7
|
%
|
|
(3,043
|
)
|
|
(6.3
|
)%
|
|||
Change in Valuation Allowance
|
117,707
|
|
|
(75.1
|
)%
|
|
40,676
|
|
|
(56.5
|
)%
|
|
2,800
|
|
|
5.8
|
%
|
|||
Uncertain Tax Positions
|
(726
|
)
|
|
0.5
|
%
|
|
(81
|
)
|
|
0.1
|
%
|
|
(1,125
|
)
|
|
(2.3
|
)%
|
|||
Permanent Differences
|
1,442
|
|
|
(0.9
|
)%
|
|
1,696
|
|
|
(2.4
|
)%
|
|
676
|
|
|
1.4
|
%
|
|||
Prior Year Return to Provision Adjustments
|
2,078
|
|
|
(1.3
|
)%
|
|
1,555
|
|
|
(2.1
|
)%
|
|
(2,618
|
)
|
|
(5.4
|
)%
|
|||
Other
|
264
|
|
|
(0.2
|
)%
|
|
453
|
|
|
(0.6
|
)%
|
|
(551
|
)
|
|
(1.1
|
)%
|
|||
Actual Tax Expense
|
$
|
74,170
|
|
|
(47.3
|
)%
|
|
$
|
22,313
|
|
|
(31.0
|
)%
|
|
$
|
24,076
|
|
|
49.6
|
%
|
|
December 31,
|
||||||
Dollars in thousands
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal net operating loss carryforwards
|
120,986
|
|
|
63,607
|
|
||
State net operating loss carryforwards
|
7,168
|
|
|
5,839
|
|
||
Other state deferred tax asset, net
|
2,646
|
|
|
3,170
|
|
||
Foreign Tax Credits
|
46,859
|
|
|
45,751
|
|
||
FIN 48
|
883
|
|
|
1,789
|
|
||
Foreign tax
|
29,791
|
|
|
27,861
|
|
||
Asset Impairment
|
27,165
|
|
|
33,723
|
|
||
Accruals not currently deductible for tax purposes
|
1,657
|
|
|
4,315
|
|
||
Deferred compensation
|
3,424
|
|
|
3,487
|
|
||
Other
|
863
|
|
|
845
|
|
||
Gross long-term deferred tax assets
|
241,442
|
|
|
190,387
|
|
||
Valuation Allowance
|
(171,133
|
)
|
|
(51,105
|
)
|
||
Net deferred tax assets, net of valuation allowance
|
70,309
|
|
|
139,282
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, Plant and equipment
|
(64,256
|
)
|
|
(59,879
|
)
|
||
Foreign tax local
|
490
|
|
|
(3,169
|
)
|
||
Other state deferred tax liability, net
|
(5,567
|
)
|
|
(5,606
|
)
|
||
Gross deferred tax liabilities
|
(69,333
|
)
|
|
(68,654
|
)
|
||
Net deferred tax asset
|
$
|
976
|
|
|
$
|
70,628
|
|
Dollars in thousands
|
|
||
Balance at January 1, 2016
|
$
|
(7,837
|
)
|
Additions based on tax positions taken during a prior period
|
(992
|
)
|
|
Reductions related to settlement of tax matters
|
2,740
|
|
|
Reductions based on tax positions taken during a prior period
|
1,461
|
|
|
Balance at December 31, 2016
|
$
|
(4,628
|
)
|
|
December 31,
|
||||||
Dollars in thousands
|
2016
|
|
2015
|
||||
6.75% Senior Notes, due July 2022
|
$
|
360,000
|
|
|
$
|
360,000
|
|
7.50% Senior Notes, due August 2020
|
225,000
|
|
|
225,000
|
|
||
Total principal
|
585,000
|
|
|
585,000
|
|
||
Less: unamortized debt issuance costs
|
(8,674
|
)
|
|
(10,202
|
)
|
||
Total long-term debt
|
$
|
576,326
|
|
|
$
|
574,798
|
|
•
|
Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets;
|
•
|
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; and
|
•
|
Level 3 — Unobservable inputs that require significant judgment for which there is little or no market data.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
Dollars in thousands
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term Debt
|
|
|
|
|
|
|
|
||||||||
6.75% Notes
|
$
|
360,000
|
|
|
$
|
311,400
|
|
|
$
|
360,000
|
|
|
$
|
246,600
|
|
7.50% Notes
|
225,000
|
|
|
201,375
|
|
|
225,000
|
|
|
171,000
|
|
||||
Total
|
$
|
585,000
|
|
|
$
|
512,775
|
|
|
$
|
585,000
|
|
|
$
|
417,600
|
|
•
|
RSUs entitle a grantee to receive a share of common stock on a specified vesting date. RSUs are service-based awards and compensation expense is recognized ratably over the applicable vesting period. The grant-date fair value of nonvested RSUs is determined based on the closing trading price of the company’s shares on the grant date. RSUs are settled in shares of our common stock upon vesting.
|
•
|
Performance-based phantom stock units are performance-based awards and represent the equivalent of one share of common stock as of the grant date. Compensation costs for performance-based phantom stock units are recognized based on the change in fair value of the awards during the performance period. Performance-based phantom stock units vest fully at the end of the three-year performance period and are settled in cash upon vesting.
|
•
|
Time-based phantom stock units are service-based awards and represent the equivalent of one share of common stock as of the grant date. Compensation costs for time-based phantom stock units are recognized ratably over a three year graded vesting period and based on the change in fair value of the awards during the three year period. Time-based phantom stock units are settled in cash upon vesting.
|
•
|
PSUs are performance-based awards as further described under "Performance-Based Awards" below. Compensation costs for PSUs are recognized ratably over a three-year performance period. PSUs vest fully at the end of the three-year performance period and are typically settled in shares of our common stock upon vesting.
|
|
Units
|
|
Weighted
Average
Grant-Date
Fair
Value
|
|||
Nonvested at January 1, 2016
|
4,774,408
|
|
|
$
|
4.08
|
|
Granted
|
3,289,569
|
|
|
$
|
2.07
|
|
Vested
|
(2,367,831
|
)
|
|
$
|
4.24
|
|
Forfeited
|
(362,624
|
)
|
|
$
|
2.87
|
|
Nonvested at December 31, 2016
|
5,333,522
|
|
|
$
|
2.85
|
|
|
Time-Based Phantom Stock Units
|
|
Nonvested at January 1, 2016
|
—
|
|
Granted
|
1,188,854
|
|
Vested
|
—
|
|
Forfeited
|
(202,916
|
)
|
Nonvested at December 31, 2016
|
985,938
|
|
|
PCUs
|
|
Nonvested at January 1, 2016
|
33,555
|
|
Granted
|
17,091
|
|
Vested
|
(16,464
|
)
|
Forfeited
|
(7,830
|
)
|
Nonvested at December 31, 2016
|
26,352
|
|
|
Performance-Based Phantom Stock Units
|
|
Nonvested at January 1, 2016
|
541,127
|
|
Granted
|
1,164,880
|
|
Vested
|
—
|
|
Forfeited
|
(390,779
|
)
|
Nonvested at December 31, 2016
|
1,315,228
|
|
|
For the Year Ended December 31, 2016
|
||||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
||||||
Basic EPS
|
$
|
(230,814,000
|
)
|
|
124,130,004
|
|
|
$
|
(1.86
|
)
|
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
|
|
—
|
|
|
$
|
—
|
|
|||
Diluted EPS
|
$
|
(230,814,000
|
)
|
|
124,130,004
|
|
|
$
|
(1.86
|
)
|
|
|
|
||||||||||
|
For the Year Ended December 31, 2015
|
||||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
||||||
Basic EPS
|
$
|
(95,073,000
|
)
|
|
122,562,187
|
|
|
$
|
(0.78
|
)
|
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
|
|
—
|
|
|
$
|
—
|
|
|||
Diluted EPS:
|
$
|
(95,073,000
|
)
|
|
122,562,187
|
|
|
$
|
(0.78
|
)
|
|
|
|
||||||||||
|
For the Year Ended December 31, 2014
|
||||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per-Share
Amount
|
||||||
Basic EPS
|
$
|
23,451,000
|
|
|
121,186,464
|
|
|
$
|
0.19
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
|
|
1,890,184
|
|
|
$
|
—
|
|
|||
Diluted EPS:
|
$
|
23,451,000
|
|
|
123,076,648
|
|
|
$
|
0.19
|
|
•
|
customers that typically are major, independent or national oil and natural gas companies or integrated service providers;
|
•
|
drilling programs in remote locations with little infrastructure, requiring a large inventory of spare parts and other ancillary equipment and self-supported service capabilities;
|
•
|
complex wells and/or harsh environments (such as high pressures, deep depths, hazardous or geologically challenging conditions and sensitive environments) requiring specialized equipment and considerable experience to drill; and
|
•
|
drilling and O&M contracts that generally cover periods of one year or more.
|
|
Year Ended December 31,
|
||||||||||
Dollars in thousands
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
(1)
|
|
|
|
|
|
||||||
Drilling Services:
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
$
|
5,429
|
|
|
$
|
30,358
|
|
|
$
|
158,405
|
|
International & Alaska Drilling
|
287,332
|
|
|
435,096
|
|
|
462,513
|
|
|||
Total Drilling Services
|
292,761
|
|
|
465,454
|
|
|
620,918
|
|
|||
Rental Tools Services:
|
|
|
|
|
|
||||||
U.S. Rental Tools
|
71,613
|
|
|
141,889
|
|
|
223,545
|
|
|||
International Rental Tools
|
62,630
|
|
|
104,840
|
|
|
124,221
|
|
|||
Total Rental Tools Services
|
134,243
|
|
|
246,729
|
|
|
347,766
|
|
|||
Total revenues
|
427,004
|
|
|
712,183
|
|
|
968,684
|
|
|||
Operating gross margin:
(2)
|
|
|
|
|
|
||||||
Drilling Services:
|
|
|
|
|
|
||||||
U.S. (Lower 48) Drilling
|
(34,353
|
)
|
|
(28,309
|
)
|
|
46,831
|
|
|||
International & Alaska Drilling
|
9,272
|
|
|
45,211
|
|
|
34,405
|
|
|||
Total Drilling Services
|
(25,081
|
)
|
|
16,902
|
|
|
81,236
|
|
|||
Rental Tools Services:
|
|
|
|
|
|
||||||
U.S. Rental Tools
|
(22,372
|
)
|
|
17,380
|
|
|
71,790
|
|
|||
International Rental Tools
|
(27,859
|
)
|
|
(4,583
|
)
|
|
1,156
|
|
|||
Total Rental Tools Services
|
(50,231
|
)
|
|
12,797
|
|
|
72,946
|
|
|||
Total operating gross margin
|
(75,312
|
)
|
|
29,699
|
|
|
154,182
|
|
|||
General and administrative expense
|
(34,332
|
)
|
|
(36,190
|
)
|
|
(35,016
|
)
|
|||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
(12,490
|
)
|
|
—
|
|
|||
Gain (loss) on disposition of assets, net
|
(1,613
|
)
|
|
1,643
|
|
|
1,054
|
|
|||
Total operating income (loss)
|
(111,257
|
)
|
|
(17,338
|
)
|
|
120,220
|
|
|||
Interest expense
|
(45,812
|
)
|
|
(45,155
|
)
|
|
(44,265
|
)
|
|||
Interest income
|
58
|
|
|
269
|
|
|
195
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(30,152
|
)
|
|||
Other income (loss)
|
367
|
|
|
(9,747
|
)
|
|
2,539
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(156,644
|
)
|
|
$
|
(71,971
|
)
|
|
$
|
48,537
|
|
(1)
|
For the years ended December 31,
2016
,
2015
, and
2014
, our largest customer,
ENL
, constituted approximately
38.7 percent
,
27.9 percent
, and
18.7 percent
, respectively, of our total consolidated revenues and approximately
57.5 percent
,
45.6 percent
, and
39.2 percent
, respectively, of our International & Alaska Drilling segment revenues for the years ended December 31, 2016, 2015, and 2014.
|
(2)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
(1)
|
For presentation purposes, depreciation for corporate assets of
$8.3 million
,
$7.5 million
, and
$5.0 million
for the years then ended December 31, 2016, 2015 and 2014, respectively, has been allocated to the corresponding reportable segments.
|
|
Year Ended December 31,
|
||||||
Dollars in Thousands
|
2016
|
|
2015
|
||||
Identifiable assets:
|
|
|
|
||||
U.S. (Lower 48) Drilling
|
$
|
77,628
|
|
|
$
|
102,121
|
|
International & Alaska Drilling
|
591,120
|
|
|
629,784
|
|
||
U.S. Rental Tools
|
126,289
|
|
|
233,085
|
|
||
International Rental Tools
|
170,431
|
|
|
196,196
|
|
||
Total identifiable assets
|
965,468
|
|
|
1,161,186
|
|
||
Corporate
|
138,083
|
|
|
205,516
|
|
||
Total assets
|
$
|
1,103,551
|
|
|
$
|
1,366,702
|
|
|
Year Ended December 31,
|
||||||||||
Dollars in Thousands
|
|
|
|
|
|
||||||
Revenues by geographic area:
|
2016
|
|
2015
|
|
2014
|
||||||
Russia
|
$
|
142,538
|
|
|
$
|
165,193
|
|
|
$
|
154,817
|
|
Other CIS
|
33,659
|
|
|
61,145
|
|
|
59,881
|
|
|||
EMEA & Asia
|
79,870
|
|
|
148,015
|
|
|
183,460
|
|
|||
Latin America
|
12,952
|
|
|
69,989
|
|
|
86,651
|
|
|||
United States
|
127,596
|
|
|
231,779
|
|
|
440,642
|
|
|||
Other
(1)
|
30,389
|
|
|
36,062
|
|
|
43,233
|
|
|||
Total revenues
|
$
|
427,004
|
|
|
$
|
712,183
|
|
|
$
|
968,684
|
|
|
|
|
|
|
|
||||||
Long-lived assets by geographic area:
(2)
|
|
|
|
|
|
||||||
Russia
|
$
|
21,395
|
|
|
$
|
22,607
|
|
|
|
||
Other CIS
|
35,914
|
|
|
44,675
|
|
|
|
||||
EMEA & Asia
|
116,857
|
|
|
130,434
|
|
|
|
||||
Latin America
|
48,528
|
|
|
63,919
|
|
|
|
||||
United States
|
470,745
|
|
|
544,206
|
|
|
|
||||
Other
(1)
|
—
|
|
|
—
|
|
|
|
||||
Total long-lived assets
|
$
|
693,439
|
|
|
$
|
805,841
|
|
|
|
(1)
|
This category includes our Canada O&M operations and our project services activities. Revenue generated by our project service activities benefit our various geographic locations.
|
(2)
|
Long-lived assets consist of property, plant and equipment, net.
|
Dollars in Thousands
|
Year Ended
December 31, |
||
2017
|
$
|
12,559
|
|
2018
|
7,841
|
|
|
2019
|
6,667
|
|
|
2020
|
5,168
|
|
|
2021
|
2,823
|
|
|
Thereafter
|
2,192
|
|
|
Total
|
$
|
37,250
|
|
|
Year Ended December 31,
|
||||||
Dollars in Thousands
|
2016
|
|
2015
|
||||
Accrued liabilities:
|
|
|
|
||||
Accrued Payroll & Related Benefits
|
$
|
20,714
|
|
|
$
|
27,678
|
|
Accrued Interest Expense
|
18,169
|
|
|
18,169
|
|
||
Accrued Professional Fees & Other
|
13,039
|
|
|
20,326
|
|
||
Deferred Mobilization Fees
|
2,681
|
|
|
2,649
|
|
||
Workers' Compensation Liabilities, net
|
1,583
|
|
|
2,801
|
|
||
Total accrued liabilities
|
$
|
56,186
|
|
|
$
|
71,623
|
|
•
|
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).
|
|
Year ended December 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
152,263
|
|
|
$
|
380,931
|
|
|
$
|
(106,190
|
)
|
|
$
|
427,004
|
|
Operating expenses
|
—
|
|
|
103,013
|
|
|
365,698
|
|
|
(106,190
|
)
|
|
362,521
|
|
|||||
Depreciation and amortization
|
—
|
|
|
90,218
|
|
|
49,577
|
|
|
—
|
|
|
139,795
|
|
|||||
Total operating gross margin (loss)
|
—
|
|
|
(40,968
|
)
|
|
(34,344
|
)
|
|
—
|
|
|
(75,312
|
)
|
|||||
General and administration expense
(1)
|
(410
|
)
|
|
(29,355
|
)
|
|
(4,567
|
)
|
|
—
|
|
|
(34,332
|
)
|
|||||
Gain (loss) on disposition of assets, net
|
—
|
|
|
(565
|
)
|
|
(1,048
|
)
|
|
—
|
|
|
(1,613
|
)
|
|||||
Total operating income (loss)
|
(410
|
)
|
|
(70,888
|
)
|
|
(39,959
|
)
|
|
—
|
|
|
(111,257
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(48,160
|
)
|
|
(642
|
)
|
|
(6,434
|
)
|
|
9,424
|
|
|
(45,812
|
)
|
|||||
Interest income
|
758
|
|
|
695
|
|
|
8,029
|
|
|
(9,424
|
)
|
|
58
|
|
|||||
Other
|
—
|
|
|
484
|
|
|
(117
|
)
|
|
—
|
|
|
367
|
|
|||||
Equity in net earnings of subsidiaries
|
(94,469
|
)
|
|
—
|
|
|
—
|
|
|
94,469
|
|
|
—
|
|
|||||
Total other income (expense)
|
(141,871
|
)
|
|
537
|
|
|
1,478
|
|
|
94,469
|
|
|
(45,387
|
)
|
|||||
Income (loss) before income taxes
|
(142,281
|
)
|
|
(70,351
|
)
|
|
(38,481
|
)
|
|
94,469
|
|
|
(156,644
|
)
|
|||||
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current tax expense (benefit)
|
40,562
|
|
|
(35,572
|
)
|
|
118
|
|
|
—
|
|
|
5,108
|
|
|||||
Deferred tax expense (benefit)
|
47,971
|
|
|
14,846
|
|
|
6,245
|
|
|
—
|
|
|
69,062
|
|
|||||
Total income tax expense (benefit)
|
88,533
|
|
|
(20,726
|
)
|
|
6,363
|
|
|
—
|
|
|
74,170
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
(230,814
|
)
|
|
$
|
(49,625
|
)
|
|
$
|
(44,844
|
)
|
|
$
|
94,469
|
|
|
$
|
(230,814
|
)
|
|
Year ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
254,182
|
|
|
$
|
584,204
|
|
|
$
|
(126,203
|
)
|
|
$
|
712,183
|
|
Operating expenses
|
—
|
|
|
143,563
|
|
|
508,930
|
|
|
(126,203
|
)
|
|
526,290
|
|
|||||
Depreciation and amortization
|
—
|
|
|
95,071
|
|
|
61,123
|
|
|
—
|
|
|
156,194
|
|
|||||
Total operating gross margin (loss)
|
—
|
|
|
15,548
|
|
|
14,151
|
|
|
—
|
|
|
29,699
|
|
|||||
General and administration expense
(1)
|
(1,279
|
)
|
|
(38,643
|
)
|
|
3,732
|
|
|
—
|
|
|
(36,190
|
)
|
|||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
(2,088
|
)
|
|
(10,402
|
)
|
|
—
|
|
|
(12,490
|
)
|
|||||
Gain (loss) on disposition of assets, net
|
—
|
|
|
439
|
|
|
1,204
|
|
|
—
|
|
|
1,643
|
|
|||||
Total operating income (loss)
|
(1,279
|
)
|
|
(24,744
|
)
|
|
8,685
|
|
|
—
|
|
|
(17,338
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(47,659
|
)
|
|
(1,035
|
)
|
|
(11,579
|
)
|
|
15,118
|
|
|
(45,155
|
)
|
|||||
Interest income
|
1,424
|
|
|
852
|
|
|
13,111
|
|
|
(15,118
|
)
|
|
269
|
|
|||||
Other
|
—
|
|
|
(200
|
)
|
|
(9,547
|
)
|
|
—
|
|
|
(9,747
|
)
|
|||||
Equity in net earnings of subsidiaries
|
(36,631
|
)
|
|
—
|
|
|
—
|
|
|
36,631
|
|
|
—
|
|
|||||
Total other income (expense)
|
(82,866
|
)
|
|
(383
|
)
|
|
(8,015
|
)
|
|
36,631
|
|
|
(54,633
|
)
|
|||||
Income (loss) before income taxes
|
(84,145
|
)
|
|
(25,127
|
)
|
|
670
|
|
|
36,631
|
|
|
(71,971
|
)
|
|||||
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current tax expense (benefit)
|
29,643
|
|
|
(22,970
|
)
|
|
12,931
|
|
|
—
|
|
|
19,604
|
|
|||||
Deferred tax expense (benefit)
|
(18,715
|
)
|
|
11,718
|
|
|
9,706
|
|
|
—
|
|
|
2,709
|
|
|||||
Total income tax expense (benefit)
|
10,928
|
|
|
(11,252
|
)
|
|
22,637
|
|
|
—
|
|
|
22,313
|
|
|||||
Net income (loss)
|
(95,073
|
)
|
|
(13,875
|
)
|
|
(21,967
|
)
|
|
36,631
|
|
|
(94,284
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
789
|
|
|
—
|
|
|
789
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
(95,073
|
)
|
|
$
|
(13,875
|
)
|
|
$
|
(22,756
|
)
|
|
$
|
36,631
|
|
|
$
|
(95,073
|
)
|
|
Year ended December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
506,205
|
|
|
$
|
640,147
|
|
|
$
|
(177,668
|
)
|
|
$
|
968,684
|
|
Operating expenses
|
—
|
|
|
279,396
|
|
|
567,653
|
|
|
(177,668
|
)
|
|
669,381
|
|
|||||
Depreciation and amortization
|
—
|
|
|
87,248
|
|
|
57,873
|
|
|
—
|
|
|
145,121
|
|
|||||
Total operating gross margin (loss)
|
—
|
|
|
139,561
|
|
|
14,621
|
|
|
—
|
|
|
154,182
|
|
|||||
General and administration expense
(1)
|
(302
|
)
|
|
(33,035
|
)
|
|
(1,679
|
)
|
|
—
|
|
|
(35,016
|
)
|
|||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on disposition of assets, net
|
(79
|
)
|
|
1,156
|
|
|
(23
|
)
|
|
—
|
|
|
1,054
|
|
|||||
Total operating income (loss)
|
(381
|
)
|
|
107,682
|
|
|
12,919
|
|
|
—
|
|
|
120,220
|
|
|||||
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(46,527
|
)
|
|
(148
|
)
|
|
(7,692
|
)
|
|
10,102
|
|
|
(44,265
|
)
|
|||||
Interest income
|
1,478
|
|
|
623
|
|
|
8,196
|
|
|
(10,102
|
)
|
|
195
|
|
|||||
Loss on extinguishment of debt
|
(30,152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,152
|
)
|
|||||
Other
|
—
|
|
|
2,810
|
|
|
(271
|
)
|
|
—
|
|
|
2,539
|
|
|||||
Equity in net earnings of subsidiaries
|
67,399
|
|
|
—
|
|
|
—
|
|
|
(67,399
|
)
|
|
—
|
|
|||||
Total other income and (expense)
|
(7,802
|
)
|
|
3,285
|
|
|
233
|
|
|
(67,399
|
)
|
|
(71,683
|
)
|
|||||
Income (loss) before income taxes
|
(8,183
|
)
|
|
110,967
|
|
|
13,152
|
|
|
(67,399
|
)
|
|
48,537
|
|
|||||
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
||||||||||
Current tax expense (benefit)
|
(17,702
|
)
|
|
24,106
|
|
|
16,163
|
|
|
—
|
|
|
22,567
|
|
|||||
Deferred tax expense (benefit)
|
(13,932
|
)
|
|
16,949
|
|
|
(1,508
|
)
|
|
—
|
|
|
1,509
|
|
|||||
Total income tax expense (benefit)
|
(31,634
|
)
|
|
41,055
|
|
|
14,655
|
|
|
—
|
|
|
24,076
|
|
|||||
Net income (loss)
|
23,451
|
|
|
69,912
|
|
|
(1,503
|
)
|
|
(67,399
|
)
|
|
24,461
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,010
|
|
|
—
|
|
|
1,010
|
|
|||||
Net income (loss) attributable to controlling interest
|
$
|
23,451
|
|
|
$
|
69,912
|
|
|
$
|
(2,513
|
)
|
|
$
|
(67,399
|
)
|
|
$
|
23,451
|
|
(1)
|
General and administration expenses for field operations are included in operating expenses.
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(230,814
|
)
|
|
$
|
(49,625
|
)
|
|
$
|
(44,844
|
)
|
|
$
|
94,469
|
|
|
$
|
(230,814
|
)
|
Other comprehensive gain (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
(691
|
)
|
|
—
|
|
|
$
|
(691
|
)
|
||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
(4,265
|
)
|
|
—
|
|
|
$
|
(4,265
|
)
|
||||
Total other comprehensive gain (loss), net of tax:
|
—
|
|
|
—
|
|
|
(4,956
|
)
|
|
—
|
|
|
(4,956
|
)
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
(230,814
|
)
|
|
$
|
(49,625
|
)
|
|
$
|
(49,800
|
)
|
|
$
|
94,469
|
|
|
$
|
(235,770
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(95,073
|
)
|
|
$
|
(13,875
|
)
|
|
$
|
(21,967
|
)
|
|
$
|
36,631
|
|
|
$
|
(94,284
|
)
|
Other comprehensive gain (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
(2,012
|
)
|
|
—
|
|
|
(2,012
|
)
|
|||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
405
|
|
|
—
|
|
|
405
|
|
|||||
Total other comprehensive gain (loss), net of tax:
|
—
|
|
|
—
|
|
|
(1,607
|
)
|
|
—
|
|
|
(1,607
|
)
|
|||||
Comprehensive income (loss)
|
(95,073
|
)
|
|
(13,875
|
)
|
|
(23,574
|
)
|
|
36,631
|
|
|
(95,891
|
)
|
|||||
Comprehensive (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4,606
|
|
|
—
|
|
|
4,606
|
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
(95,073
|
)
|
|
$
|
(13,875
|
)
|
|
$
|
(18,968
|
)
|
|
$
|
36,631
|
|
|
$
|
(91,285
|
)
|
|
Year ended December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
23,451
|
|
|
$
|
69,912
|
|
|
$
|
(1,503
|
)
|
|
$
|
(67,399
|
)
|
|
$
|
24,461
|
|
Other comprehensive gain (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation difference on related borrowings
|
—
|
|
|
—
|
|
|
(4,870
|
)
|
|
—
|
|
|
(4,870
|
)
|
|||||
Currency translation difference on foreign currency net investments
|
—
|
|
|
—
|
|
|
2,147
|
|
|
—
|
|
|
2,147
|
|
|||||
Total other comprehensive gain (loss), net of tax:
|
—
|
|
|
—
|
|
|
(2,723
|
)
|
|
—
|
|
|
(2,723
|
)
|
|||||
Comprehensive income (loss)
|
23,451
|
|
|
69,912
|
|
|
(4,226
|
)
|
|
(67,399
|
)
|
|
21,738
|
|
|||||
Comprehensive (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(673
|
)
|
|
—
|
|
|
(673
|
)
|
|||||
Comprehensive income (loss) attributable to controlling interest
|
$
|
23,451
|
|
|
$
|
69,912
|
|
|
$
|
(4,899
|
)
|
|
$
|
(67,399
|
)
|
|
$
|
21,065
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
65,000
|
|
|
$
|
14,365
|
|
|
$
|
40,326
|
|
|
$
|
—
|
|
|
$
|
119,691
|
|
Accounts and notes receivable, net
|
—
|
|
|
15,749
|
|
|
97,482
|
|
|
—
|
|
|
113,231
|
|
|||||
Rig materials and supplies
|
—
|
|
|
(5,369
|
)
|
|
37,723
|
|
|
—
|
|
|
32,354
|
|
|||||
Deferred costs
|
—
|
|
|
16
|
|
|
1,420
|
|
|
—
|
|
|
1,436
|
|
|||||
Other tax assets
|
(50,296
|
)
|
|
35,733
|
|
|
21,038
|
|
|
—
|
|
|
6,475
|
|
|||||
Other current assets
|
—
|
|
|
5,555
|
|
|
7,576
|
|
|
—
|
|
|
13,131
|
|
|||||
Total current assets
|
14,704
|
|
|
66,049
|
|
|
205,565
|
|
|
—
|
|
|
286,318
|
|
|||||
Property, plant and equipment, net
|
(19
|
)
|
|
469,927
|
|
|
223,531
|
|
|
—
|
|
|
693,439
|
|
|||||
Goodwill
|
—
|
|
|
6,708
|
|
|
—
|
|
|
—
|
|
|
6,708
|
|
|||||
Intangible assets, net
|
—
|
|
|
9,434
|
|
|
494
|
|
|
—
|
|
|
9,928
|
|
|||||
Investment in subsidiaries and intercompany advances
|
2,979,413
|
|
|
2,932,375
|
|
|
3,676,402
|
|
|
(9,588,190
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
(253,679
|
)
|
|
301,771
|
|
|
539,877
|
|
|
(480,811
|
)
|
|
107,158
|
|
|||||
Total assets
|
$
|
2,740,419
|
|
|
$
|
3,786,264
|
|
|
$
|
4,645,869
|
|
|
$
|
(10,069,001
|
)
|
|
$
|
1,103,551
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
(10,080
|
)
|
|
149,210
|
|
|
577,188
|
|
|
(617,477
|
)
|
|
98,841
|
|
|||||
Accrued income taxes
|
—
|
|
|
1,576
|
|
|
2,504
|
|
|
—
|
|
|
4,080
|
|
|||||
Total current liabilities
|
(10,080
|
)
|
|
150,786
|
|
|
579,692
|
|
|
(617,477
|
)
|
|
102,921
|
|
|||||
Long-term debt, net
|
576,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
576,326
|
|
|||||
Other long-term liabilities
|
2,867
|
|
|
9,338
|
|
|
3,631
|
|
|
—
|
|
|
15,836
|
|
|||||
Deferred tax liability
|
(28
|
)
|
|
73,039
|
|
|
(3,678
|
)
|
|
—
|
|
|
69,333
|
|
|||||
Intercompany payables
|
1,828,317
|
|
|
1,437,417
|
|
|
2,161,864
|
|
|
(5,427,598
|
)
|
|
—
|
|
|||||
Total liabilities
|
2,397,402
|
|
|
1,670,580
|
|
|
2,741,509
|
|
|
(6,045,075
|
)
|
|
764,416
|
|
|||||
Total equity
|
343,017
|
|
|
2,115,684
|
|
|
1,904,360
|
|
|
(4,023,926
|
)
|
|
339,135
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,740,419
|
|
|
$
|
3,786,264
|
|
|
$
|
4,645,869
|
|
|
$
|
(10,069,001
|
)
|
|
$
|
1,103,551
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
73,985
|
|
|
$
|
13,854
|
|
|
$
|
46,455
|
|
|
$
|
—
|
|
|
$
|
134,294
|
|
Accounts and notes receivable, net
|
—
|
|
|
42,261
|
|
|
132,844
|
|
|
—
|
|
|
175,105
|
|
|||||
Rig materials and supplies
|
—
|
|
|
(4,744
|
)
|
|
39,681
|
|
|
—
|
|
|
34,937
|
|
|||||
Deferred costs
|
—
|
|
|
—
|
|
|
1,367
|
|
|
—
|
|
|
1,367
|
|
|||||
Other tax assets
|
—
|
|
|
457
|
|
|
4,735
|
|
|
—
|
|
|
5,192
|
|
|||||
Other current assets
|
—
|
|
|
5,525
|
|
|
10,321
|
|
|
—
|
|
|
15,846
|
|
|||||
Total current assets
|
73,985
|
|
|
57,353
|
|
|
235,403
|
|
|
—
|
|
|
366,741
|
|
|||||
Property, plant and equipment, net
|
(19
|
)
|
|
543,346
|
|
|
262,514
|
|
|
—
|
|
|
805,841
|
|
|||||
Goodwill
|
—
|
|
|
6,708
|
|
|
—
|
|
|
—
|
|
|
6,708
|
|
|||||
Intangible assets, net
|
—
|
|
|
11,740
|
|
|
1,637
|
|
|
—
|
|
|
13,377
|
|
|||||
Investment in subsidiaries and intercompany advances
|
3,057,220
|
|
|
2,770,501
|
|
|
3,319,702
|
|
|
(9,147,423
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
(234,786
|
)
|
|
312,790
|
|
|
265,995
|
|
|
(169,964
|
)
|
|
174,035
|
|
|||||
Total assets
|
$
|
2,896,400
|
|
|
$
|
3,702,438
|
|
|
$
|
4,085,251
|
|
|
$
|
(9,317,387
|
)
|
|
$
|
1,366,702
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
84,456
|
|
|
56,382
|
|
|
295,439
|
|
|
(306,574
|
)
|
|
129,703
|
|
|||||
Accrued income taxes
|
9,900
|
|
|
2,111
|
|
|
(5,593
|
)
|
|
—
|
|
|
6,418
|
|
|||||
Total current liabilities
|
94,356
|
|
|
58,493
|
|
|
289,846
|
|
|
(306,574
|
)
|
|
136,121
|
|
|||||
Long-term debt, net
|
574,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
574,798
|
|
|||||
Other long-term liabilities
|
2,868
|
|
|
7,446
|
|
|
8,303
|
|
|
—
|
|
|
18,617
|
|
|||||
Deferred tax liability
|
(29
|
)
|
|
69,679
|
|
|
(996
|
)
|
|
—
|
|
|
68,654
|
|
|||||
Intercompany payables
|
1,656,968
|
|
|
1,401,510
|
|
|
1,864,671
|
|
|
(4,923,149
|
)
|
|
—
|
|
|||||
Total liabilities
|
2,328,961
|
|
|
1,537,128
|
|
|
2,161,824
|
|
|
(5,229,723
|
)
|
|
798,190
|
|
|||||
Total equity
|
567,439
|
|
|
2,165,310
|
|
|
1,923,427
|
|
|
(4,087,664
|
)
|
|
568,512
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,896,400
|
|
|
$
|
3,702,438
|
|
|
$
|
4,085,251
|
|
|
$
|
(9,317,387
|
)
|
|
$
|
1,366,702
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(230,814
|
)
|
|
$
|
(49,625
|
)
|
|
$
|
(44,844
|
)
|
|
$
|
94,469
|
|
|
(230,814
|
)
|
|
Adjustments to reconcile net income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
90,218
|
|
|
49,577
|
|
|
—
|
|
|
139,795
|
|
|||||
Accretion of contingent consideration
|
—
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|||||
(Gain) loss on debt modification
|
1,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,088
|
|
|||||
(Gain) loss on disposition of assets
|
—
|
|
|
565
|
|
|
1,048
|
|
|
—
|
|
|
1,613
|
|
|||||
Deferred income tax expense
|
47,971
|
|
|
14,846
|
|
|
6,245
|
|
|
—
|
|
|
69,062
|
|
|||||
Expenses not requiring cash
|
8,389
|
|
|
(1,624
|
)
|
|
(5,403
|
)
|
|
—
|
|
|
1,362
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
94,469
|
|
|
—
|
|
|
—
|
|
|
(94,469
|
)
|
|
—
|
|
|||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts and notes receivable
|
—
|
|
|
25,923
|
|
|
34,468
|
|
|
—
|
|
|
60,391
|
|
|||||
Rig materials and supplies
|
—
|
|
|
(73
|
)
|
|
(1,679
|
)
|
|
—
|
|
|
(1,752
|
)
|
|||||
Other current assets
|
50,296
|
|
|
(35,322
|
)
|
|
(12,834
|
)
|
|
—
|
|
|
2,140
|
|
|||||
Accounts payable and accrued liabilities
|
(121,016
|
)
|
|
97,315
|
|
|
4,207
|
|
|
—
|
|
|
(19,494
|
)
|
|||||
Accrued income taxes
|
(10,381
|
)
|
|
(626
|
)
|
|
4,585
|
|
|
—
|
|
|
(6,422
|
)
|
|||||
Other assets
|
(299
|
)
|
|
101
|
|
|
4,095
|
|
|
—
|
|
|
3,897
|
|
|||||
Net cash provided by (used in) operating activities
|
(160,297
|
)
|
|
142,117
|
|
|
39,465
|
|
|
—
|
|
|
21,285
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(15,384
|
)
|
|
(13,570
|
)
|
|
—
|
|
|
(28,954
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
437
|
|
|
2,004
|
|
|
—
|
|
|
2,441
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(14,947
|
)
|
|
(11,566
|
)
|
|
—
|
|
|
(26,513
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment for noncontrolling interest
|
(3,375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|||||
Payment of contingent consideration
|
—
|
|
|
(6,000
|
)
|
|
—
|
|
|
—
|
|
|
(6,000
|
)
|
|||||
Intercompany advances, net
|
154,687
|
|
|
(120,659
|
)
|
|
(34,028
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
151,312
|
|
|
(126,659
|
)
|
|
(34,028
|
)
|
|
—
|
|
|
(9,375
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
(8,985
|
)
|
|
511
|
|
|
(6,129
|
)
|
|
—
|
|
|
(14,603
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
73,985
|
|
|
13,854
|
|
|
46,455
|
|
|
—
|
|
|
134,294
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
65,000
|
|
|
$
|
14,365
|
|
|
$
|
40,326
|
|
|
$
|
—
|
|
|
$
|
119,691
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(95,073
|
)
|
|
$
|
(13,875
|
)
|
|
$
|
(21,967
|
)
|
|
$
|
36,631
|
|
|
(94,284
|
)
|
|
Adjustments to reconcile net income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
95,071
|
|
|
61,123
|
|
|
—
|
|
|
156,194
|
|
|||||
Accretion of contingent consideration
|
—
|
|
|
826
|
|
|
—
|
|
|
—
|
|
|
826
|
|
|||||
(Gain) loss on disposition of assets
|
—
|
|
|
(439
|
)
|
|
(1,204
|
)
|
|
—
|
|
|
(1,643
|
)
|
|||||
Deferred income tax expense (benefit)
|
(18,715
|
)
|
|
11,718
|
|
|
9,706
|
|
|
—
|
|
|
2,709
|
|
|||||
Provision for reduction in carrying value of certain assets
|
—
|
|
|
2,088
|
|
|
10,402
|
|
|
—
|
|
|
12,490
|
|
|||||
Expenses not requiring cash
|
6,311
|
|
|
854
|
|
|
(2,062
|
)
|
|
—
|
|
|
5,103
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
36,631
|
|
|
—
|
|
|
—
|
|
|
(36,631
|
)
|
|
—
|
|
|||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts and notes receivable
|
(33
|
)
|
|
61,818
|
|
|
42,210
|
|
|
—
|
|
|
103,995
|
|
|||||
Rig materials and supplies
|
—
|
|
|
51
|
|
|
2,671
|
|
|
—
|
|
|
2,722
|
|
|||||
Other current assets
|
19,885
|
|
|
(16,257
|
)
|
|
8,920
|
|
|
—
|
|
|
12,548
|
|
|||||
Accounts payable and accrued liabilities
|
10,228
|
|
|
(21,396
|
)
|
|
(16,257
|
)
|
|
—
|
|
|
(27,425
|
)
|
|||||
Accrued income taxes
|
15,368
|
|
|
(9,405
|
)
|
|
(13,920
|
)
|
|
—
|
|
|
(7,957
|
)
|
|||||
Other assets
|
(198,955
|
)
|
|
186,591
|
|
|
9,208
|
|
|
—
|
|
|
(3,156
|
)
|
|||||
Net cash provided by (used in) operating activities
|
(224,353
|
)
|
|
297,645
|
|
|
88,830
|
|
|
—
|
|
|
162,122
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(58,817
|
)
|
|
(29,380
|
)
|
|
—
|
|
|
(88,197
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
500
|
|
|
330
|
|
|
—
|
|
|
830
|
|
|||||
Proceeds from insurance settlements
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
Acquisitions, net of cash acquired
|
(3,375
|
)
|
|
(10,431
|
)
|
|
—
|
|
|
—
|
|
|
(13,806
|
)
|
|||||
Divestitures, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,570
|
)
|
|
—
|
|
|
(2,570
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(3,375
|
)
|
|
(68,748
|
)
|
|
(29,120
|
)
|
|
—
|
|
|
(101,243
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long term debt
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|||||
Payment of debt issuance costs
|
(1,996
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,996
|
)
|
|||||
Payment of contingent consideration
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
(1,045
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,045
|
)
|
|||||
Intercompany advances, net
|
298,026
|
|
|
(226,589
|
)
|
|
(71,437
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
264,985
|
|
|
(228,589
|
)
|
|
(71,437
|
)
|
|
—
|
|
|
(35,041
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in cash and cash equivalents
|
37,257
|
|
|
308
|
|
|
(11,727
|
)
|
|
—
|
|
|
25,838
|
|
|||||
Cash and cash equivalents at beginning of year
|
36,728
|
|
|
13,546
|
|
|
58,182
|
|
|
—
|
|
|
108,456
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
73,985
|
|
|
$
|
13,854
|
|
|
$
|
46,455
|
|
|
$
|
—
|
|
|
$
|
134,294
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantor
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
23,451
|
|
|
$
|
69,912
|
|
|
$
|
(1,503
|
)
|
|
$
|
(67,399
|
)
|
|
$
|
24,461
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
87,248
|
|
|
57,873
|
|
|
—
|
|
|
145,121
|
|
|||||
Loss on extinguishment of debt
|
30,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,152
|
|
|||||
Gain (loss) on disposition of assets
|
79
|
|
|
(1,156
|
)
|
|
23
|
|
|
—
|
|
|
(1,054
|
)
|
|||||
Deferred income tax expense
|
(13,932
|
)
|
|
16,949
|
|
|
(1,508
|
)
|
|
—
|
|
|
1,509
|
|
|||||
Expenses not requiring cash
|
11,978
|
|
|
(710
|
)
|
|
8,063
|
|
|
—
|
|
|
19,331
|
|
|||||
Equity in net earnings of subsidiaries
|
(67,399
|
)
|
|
—
|
|
|
—
|
|
|
67,399
|
|
|
—
|
|
|||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts and notes receivable
|
32
|
|
|
11,937
|
|
|
(24,207
|
)
|
|
—
|
|
|
(12,238
|
)
|
|||||
Rig materials and supplies
|
—
|
|
|
2,990
|
|
|
(5,868
|
)
|
|
—
|
|
|
(2,878
|
)
|
|||||
Other current assets
|
34,639
|
|
|
(27,404
|
)
|
|
18,797
|
|
|
—
|
|
|
26,032
|
|
|||||
Accounts payable and accrued liabilities
|
2,336
|
|
|
(20,492
|
)
|
|
45,387
|
|
|
—
|
|
|
27,231
|
|
|||||
Accrued income taxes
|
(12,474
|
)
|
|
11,107
|
|
|
(6,290
|
)
|
|
—
|
|
|
(7,657
|
)
|
|||||
Other assets
|
799
|
|
|
(32,259
|
)
|
|
(16,083
|
)
|
|
—
|
|
|
(47,543
|
)
|
|||||
Net cash provided by (used in) operating activities
|
9,661
|
|
|
118,122
|
|
|
74,684
|
|
|
—
|
|
|
202,467
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(125,260
|
)
|
|
(54,253
|
)
|
|
—
|
|
|
(179,513
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
2,594
|
|
|
3,344
|
|
|
—
|
|
|
5,938
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(122,666
|
)
|
|
(50,909
|
)
|
|
—
|
|
|
(173,575
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt issuance
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Repayment of long term debt
|
(435,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435,000
|
)
|
|||||
Payment of debt issuance costs
|
(7,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,630
|
)
|
|||||
Payment of debt extinguishment costs
|
(26,214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,214
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
|||||
Intercompany advances, net
|
7,495
|
|
|
9,780
|
|
|
(17,275
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(61,630
|
)
|
|
9,780
|
|
|
(17,275
|
)
|
|
—
|
|
|
(69,125
|
)
|
|||||
Net change in cash and cash equivalents
|
(51,969
|
)
|
|
5,236
|
|
|
6,500
|
|
|
—
|
|
|
(40,233
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
88,697
|
|
|
8,310
|
|
|
51,682
|
|
|
—
|
|
|
148,689
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
36,728
|
|
|
$
|
13,546
|
|
|
$
|
58,182
|
|
|
$
|
—
|
|
|
$
|
108,456
|
|
|
Quarter
|
||||||||||||||||||
Year 2016
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
(Dollars in Thousands Except Per Share Amounts)
|
||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||
Revenues
|
$
|
130,503
|
|
|
$
|
105,287
|
|
|
$
|
97,189
|
|
|
$
|
94,025
|
|
|
$
|
427,004
|
|
Operating gross margin (loss)
|
$
|
(13,428
|
)
|
|
$
|
(20,225
|
)
|
|
$
|
(21,965
|
)
|
|
$
|
(19,694
|
)
|
|
$
|
(75,312
|
)
|
Operating income (loss)
|
$
|
(23,269
|
)
|
|
$
|
(28,222
|
)
|
|
$
|
(29,576
|
)
|
|
$
|
(30,190
|
)
|
|
$
|
(111,257
|
)
|
Net income (loss) attributable to controlling interest
|
$
|
(95,835
|
)
|
|
$
|
(39,822
|
)
|
|
$
|
(46,228
|
)
|
|
$
|
(48,929
|
)
|
|
$
|
(230,814
|
)
|
Basic earnings per share — net income (loss)
|
$
|
(0.78
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.86
|
)
|
Diluted earnings per share — net income (loss)
|
$
|
(0.78
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(1.86
|
)
|
|
Quarter
|
||||||||||||||||||
Year 2015
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
(Dollars in Thousands Except Per Share Amounts)
|
||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||
Revenues
|
$
|
204,076
|
|
|
$
|
185,941
|
|
|
$
|
173,418
|
|
|
$
|
148,748
|
|
|
$
|
712,183
|
|
Operating gross margin (loss)
|
$
|
24,267
|
|
|
$
|
4,021
|
|
|
$
|
4,871
|
|
|
$
|
(3,460
|
)
|
|
$
|
29,699
|
|
Operating income (loss)
|
$
|
15,871
|
|
|
$
|
(7,944
|
)
|
|
$
|
(4,547
|
)
|
|
$
|
(20,718
|
)
|
|
$
|
(17,338
|
)
|
Net income (loss) attributable to controlling interest
|
$
|
3,222
|
|
|
$
|
(14,029
|
)
|
|
$
|
(48,620
|
)
|
|
$
|
(35,646
|
)
|
|
$
|
(95,073
|
)
|
Basic earnings per share — net income (loss)
(1)
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.78
|
)
|
Diluted earnings per share — net income (loss)
(1)
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.78
|
)
|
(1)
|
As a result of shares issued during the year, earnings (loss) per share for each of the year's four quarters, which are based on weighted average shares outstanding during each quarter, may not equal the annual earnings (loss) per share, which is based on the weighted average shares outstanding during the year. Additionally, as a result of rounding to the thousands, revenues, operating gross margin (loss), operating income (loss), and net income (loss) attributable to controlling interest may not equal the 2015 year to date results.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States,
|
•
|
provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
|
Page
|
(2) Financial Statement Schedule:
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
|
2.1
|
|
—
|
|
Sale and Purchase Agreement, dated April 22, 2013, among ITS Tubular Services (Holdings) Limited, as Seller, Ian David Green, John Bruce Cartwright and Graham Douglas Frost, as joint administrators of the Seller, ITS Holdings, Inc. and PD International Holdings C.V., Parker Drilling Offshore Corporation and Parker Drilling Company (Incorporated by reference to Exhibit 10.1 to Parker Drilling Company's Current Report on Form 8-K filed on April 23, 2013).
|
|
|
|
|
|
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 Parker Drilling Company's Current Report on Form 8-K filed on August 1, 2014).
|
|
|
|
|
|
4.1
|
|
—
|
|
Indenture, dated July 30, 2013, between Parker Drilling Company, the subsidiary guarantors from time to time parties hereto, as, collectively, Guarantors, and The Bank of New York Mellon Trust Company, N.A. as Trustee (Incorporated by reference to Exhibit 10.3 to Parker Drilling Company's Current Report on Form 8-K filed on July 25, 2013).
|
|
|
|
|
|
4.2
|
|
—
|
|
Form of 7.500% Senior Note due 2020 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on July 31, 2013).
|
|
|
|
|
|
4.3
|
|
—
|
|
Indenture, dated January 22, 2014, among Parker Drilling Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on January 28, 2014).
|
|
|
|
|
|
4.4
|
|
—
|
|
Form of 6.750% Senior Note due 2018 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on January 28, 2014).
|
|
|
|
|
|
10.1
|
|
—
|
|
Parker Drilling Company Incentive Compensation Plan (as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on March 1, 2011).*
|
|
|
|
|
|
10.2
|
|
—
|
|
Parker Drilling Company 2010 Long-Term Incentive Plan (as amended and restated effective May 8, 2013) (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement filed on March 28, 2013).*
|
|
|
|
|
|
10.3
|
|
—
|
|
Form of Parker Drilling Company Restricted Stock Unit Incentive Agreement under the 2010 LTIP (as amended and restated effective May 8, 2013) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed on February 25, 2015).*
|
|
|
|
|
|
10.4
|
|
—
|
|
Form of Parker Drilling Company Performance Stock Unit Award Incentive Agreement under the 2010 LTIP (as amended and restated effective May 8, 2013) (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on February 25, 2015).*
|
|
|
|
|
|
10.5
|
|
—
|
|
Form of Parker Drilling Company Performance Cash Unit Award Incentive Agreement under the 2010 LTIP (as amended and restated effective May 8, 2013) (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed on February 25, 2015).*
|
|
|
|
|
|
10.6
|
|
—
|
|
Form of Parker Drilling Company Performance-Based Phantom Stock Unit Award Incentive Agreement under the 2010 LTIP (as amended and restated effective May 8, 2013) (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K filed on February 24, 2016).*
|
|
|
|
|
|
10.7
|
|
—
|
|
Form of Parker Drilling Company Time-Based Phantom Stock Unit Award Incentive Agreement under the 2010 LTIP (as amended and restated effective May 8, 2013).*
|
|
|
|
|
|
10.8
|
|
—
|
|
Parker Drilling Company 2010 Long-Term Incentive Plan (as amended and restated as of May 10, 2016) (incorporated by reference to Appendix A of the Company's Notice of Annual Meeting of Stockholders and Proxy Statement filed on March 31, 2016).*
|
|
|
|
|
|
10.9
|
|
—
|
|
Form of Parker Drilling Company Restricted Stock Unit Incentive Agreement under the 2010 LTIP (as amended as of May 10, 2016).*
|
|
|
|
|
|
10.10
|
|
—
|
|
Form of Indemnification Agreement entered into between Parker Drilling Company and each director and executive officer of Parker Drilling Company (incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K filed on March 20, 2003).*
|
|
|
|
|
|
10.11
|
|
—
|
|
Employment Agreement dated December 6, 2010 between Parker Drilling Company and Philip Agnew (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on February 25, 2015).*
|
|
|
|
|
|
10.12
|
|
—
|
|
Employment Agreement between Mr. Jon-Al Duplantier and Parker Drilling Company, effective March 21, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 25, 2011).*
|
|
|
|
|
|
10.13
|
|
—
|
|
Employment Agreement dated August 15, 2011 between Parker Drilling Company and David Farmer (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on February 25, 2015).*
|
|
|
|
|
|
10.14
|
|
—
|
|
First Amendment dated August 29, 2011 to Employment Agreement between Parker Drilling Company and Philip Agnew (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed on February 25, 2015).*
|
|
|
|
|
|
10.15
|
|
—
|
|
First Amendment dated August 29, 2011 to Employment Agreement between Mr. Jon-Al Duplantier and Parker Drilling Company, effective March 21, 2011 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 30, 2011).*
|
|
|
|
|
|
10.16
|
|
—
|
|
Employment Agreement, dated as of September 17, 2012, by and between Parker Drilling Company and Gary Rich (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed on September 24, 2012).*
|
|
|
|
|
|
10.17
|
|
—
|
|
Employment Agreement dated May 3, 2013 between Parker Drilling Company and Christopher Weber (incorporated by reference to Exhibit 10.1 to Parker Drilling Company's Current Report on Form 8-K filed on May 14, 2013).*
|
|
|
|
|
|
10.18
|
|
—
|
|
Form of Restricted Stock Unit Incentive Agreement between Parker Drilling Company and Christopher Weber (incorporated by reference to Exhibit 10.2 to Parker Drilling Company's Current Report on Form 8-K filed on May 14, 2013).*
|
|
|
|
|
|
10.19
|
|
—
|
|
Retirement and Separation Agreement, dated November 1, 2013, between Parker Drilling Company and Robert L. Parker, Jr. (incorporated by reference to Exhibit 10.1 to Parker Drilling Company's Current Report on Form 8-K filed on November 4, 2013).*
|
|
|
|
|
|
10.2
|
|
—
|
|
Separation Agreement and Release dated as of December 30, 2016 between Parker Drilling Company and Philip Agnew (incorporated by reference to Exhibit 10.1 to Parker Drilling Company's Current Report on Form 8-K filed on January 6, 2017).*
|
|
|
|
|
|
10.21
|
|
—
|
|
Separation Agreement and Release dated as of December 30, 2016 between Parker Drilling Company and David Farmer (incorporated by reference to Exhibit 10.2 to Parker Drilling Company's Current Report on Form 8-K filed on January 6, 2017).*
|
|
|
|
|
|
10.22
|
|
—
|
|
Second Amended and Restated Credit Agreement, dated January 26, 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 (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on February 25, 2015).
|
|
|
|
|
|
10.23
|
|
—
|
|
First Amendment to the 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 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 6, 2015).
|
|
|
|
|
|
10.24
|
|
—
|
|
Second Amendment to the Second Amended and Restated Credit Agreement, dated September 29, 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 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2015).
|
|
|
|
|
|
10.25
|
|
—
|
|
Third Amendment to the Second Amended and Restated Credit Agreement, dated May 27, 2016, 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 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2016).
|
|
|
|
|
|
12.1
|
|
—
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
21
|
|
—
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
23.1
|
|
—
|
|
Consent of KPMG LLP — Independent Registered Public Accounting Firm.
|
|
|
|
|
|
31.1
|
|
—
|
|
Gary 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 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.
|
Classifications
|
|
Balance at
beginning
of year
|
|
Charged to
cost and
expenses
|
|
Charged
to other
accounts
|
|
Deductions
|
|
Balance at
end of
year
|
||||||||||
Dollars in Thousands
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for bad debt
|
|
$
|
8,694
|
|
|
$
|
1,483
|
|
|
$
|
4
|
|
|
$
|
(1,922
|
)
|
|
$
|
8,259
|
|
Allowance for obsolete rig materials and supplies
|
|
$
|
626
|
|
|
978
|
|
|
$
|
(3
|
)
|
|
$
|
(435
|
)
|
|
$
|
1,166
|
|
|
Deferred tax valuation allowance
|
|
$
|
51,105
|
|
|
$
|
117,707
|
|
|
$
|
2,321
|
|
|
$
|
—
|
|
|
$
|
171,133
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for bad debt
|
|
$
|
11,188
|
|
|
$
|
341
|
|
|
$
|
(825
|
)
|
|
$
|
(2,010
|
)
|
|
$
|
8,694
|
|
Allowance for obsolete rig materials and supplies
|
|
$
|
530
|
|
|
—
|
|
|
$
|
236
|
|
|
$
|
(140
|
)
|
|
$
|
626
|
|
|
Deferred tax valuation allowance
|
|
$
|
9,922
|
|
|
$
|
40,676
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
51,105
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for bad debt
|
|
$
|
12,853
|
|
|
$
|
5,248
|
|
|
$
|
—
|
|
|
$
|
(6,913
|
)
|
|
$
|
11,188
|
|
Allowance for obsolete rig materials and supplies
|
|
$
|
3,445
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(2,916
|
)
|
|
$
|
530
|
|
Deferred tax valuation allowance
|
|
$
|
6,827
|
|
|
$
|
2,800
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
9,922
|
|
|
PARKER DRILLING COMPANY
|
||
|
|
|
|
|
By:
|
|
/s/ Christopher T. Weber
|
|
|
|
Christopher T. Weber
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gary G. Rich
|
|
Chairman, President, and Chief Executive Officer
(Principal Executive Officer)
|
|
February 21, 2017
|
|
|
Gary G. Rich
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Christopher T. Weber
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
February 21, 2017
|
|
|
Christopher T. Weber
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Leslie K. Nagy
|
|
Controller and Principal Accounting Officer
(Principal Accounting Officer)
|
|
February 21, 2017
|
|
|
Leslie K. Nagy
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jonathan M. Clarkson
|
|
Director
|
|
February 21, 2017
|
|
|
Jonathan M. Clarkson
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Peter T. Fontana
|
|
Director
|
|
February 21, 2017
|
|
|
Peter T. Fontana
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gary R. King
|
|
Director
|
|
February 21, 2017
|
|
|
Gary R. King
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert L. Parker Jr.
|
|
Director
|
|
February 21, 2017
|
|
|
Robert L. Parker Jr.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard D. Paterson
|
|
Director
|
|
February 21, 2017
|
|
|
Richard D. Paterson
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Roger B. Plank
|
|
Director
|
|
February 21, 2017
|
|
|
Roger B. Plank
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ R. Rudolph Reinfrank
|
|
Director
|
|
February 21, 2017
|
|
|
R. Rudolph Reinfrank
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Zaki Selim
|
|
Director
|
|
February 21, 2017
|
|
|
Zaki Selim
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
||
12.1
|
|
—
|
|
Computation of Ratio of Earnings to Fixed Charges
|
21
|
|
—
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
—
|
|
Consent of KPMG LLP — Independent Registered Public Accounting Firm.
|
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.
|
Title:
|
|
|
Fiscal Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Pretax Income (Loss)
|
(156,644
|
)
|
|
(71,971
|
)
|
|
48,537
|
|
|
52,787
|
|
|
70,977
|
|
Fixed Charges
|
45,974
|
|
|
45,379
|
|
|
45,436
|
|
|
50,196
|
|
|
43,782
|
|
Amortization of Capitalized Interest
|
3,916
|
|
|
3,793
|
|
|
3,939
|
|
|
4,058
|
|
|
1,887
|
|
Capitalized Interest
|
(162
|
)
|
|
(224
|
)
|
|
(1,171
|
)
|
|
(2,376
|
)
|
|
(10,240
|
)
|
Earnings (Loss) before Income Tax & Fixed Charges
|
(106,916
|
)
|
|
(23,023
|
)
|
|
96,741
|
|
|
104,665
|
|
|
106,406
|
|
Interest Expense
|
45,812
|
|
|
45,155
|
|
|
44,265
|
|
|
47,820
|
|
|
33,542
|
|
Capitalized Interest
|
162
|
|
|
224
|
|
|
1,171
|
|
|
2,376
|
|
|
10,240
|
|
Total Fixed Charges
|
45,974
|
|
|
45,379
|
|
|
45,436
|
|
|
50,196
|
|
|
43,782
|
|
Ratio of Earnings to Fixed Charges
|
(1
|
)
|
|
(2
|
)
|
|
2.1x
|
|
|
2.1x
|
|
|
2.4x
|
|
|
The following is a list of significant subsidiaries of the Registrant:
|
|
|
1
|
|
Parker North America Operations, Inc. (Nevada)-100% direct subsidiary.
|
|
2
|
|
Parker Drilling International Holding Company, LLC (Delaware)-100% direct subsidiary.
|
|
3
|
|
Parker Technology, Inc. (Oklahoma)-100% direct subsidiary.
|
|
4
|
|
Universal Rig Service LLC (Delaware)-100% direct subsidiary.
|
|
5
|
|
Parker Drilling Offshore USA, LLC (Oklahoma)-100% indirect subsidiary-owned by Parker Drilling Offshore, LLC (100%).
|
|
6
|
|
Parker Drilling Company International Limited (Nevada)-100% indirect subsidiary-owned by Parker Drilling Eurasia, Inc. (100%)
|
|
7
|
|
Parker Drilling Company Eastern Hemisphere, Ltd. Co. (Oklahoma)-100% indirect subsidiary-owned by Parker Drilling Eurasia, Inc. (100%).
|
|
8
|
|
Parker Drilling Netherlands B.V. (Netherlands)-100% indirect subsidiary-owned by PD Selective Holdings C.V. (100%).
|
|
9
|
|
Parker Drilling Russia B.V. (Netherlands)-100% indirect subsidiary-owned by Parker Drilling Netherlands B.V. (100%).
|
|
10
|
|
Parker Drilling Arctic Operating, LLC (Delaware)-100% indirect subsidiary-owned by Parker North America Operations, Inc. (100%).
|
|
11
|
|
Parker Drilling Offshore International, Inc. (Cayman Islands)-100% indirect subsidiary-owned by Parker Drilling Offshore LLC (100%).
|
|
12
|
|
Primorsky Drill Rig Services BV (Netherlands)-100% indirect subsidiary-owned by Parker Drilling Netherlands B.V. (100%).
|
|
13
|
|
Parker Drilling Management Services, Inc. (Nevada)-100% indirect subsidiary-owned by Parker North America Operations, Inc. (100%).
|
|
14
|
|
Parker Hungary Rig Holding LLC - Guatemala Branch (Guatemala)-100% indirect subsidiary-owned by Parker Hungary Rig Holding LLC (100%).
|
|
15
|
|
International Tubulars FZE (United Emirates)-100% indirect subsidiary-owned by International Tubular Services Limited (100%).
|
|
16
|
|
Parker Hungary Rig Holding LLC - Switzerland Branch (Switzerland)-100% indirect subsidiary-owned by Parker Hungary Rig Holding LLC (100%).
|
|
17
|
|
Parker Drilling Alaska Services, Ltd (United Kingdom)-100% indirect subsidiary-owned by Parker Drilling Arctic Operating, LLC (100%).
|
|
18
|
Parker Drilling Overseas B.V. - Abu Dhabi Branch (United Emirates)-100% indirect subsidiary-owned by Parker Drilling Overseas B.V. (100%).
|
|
|
19
|
Quail Tools, L.P. (Oklahoma)-100% indirect subsidiary-owned by Parker Tools, LLC (99%) and Quail USA LLC (1%).
|
|
|
20
|
International Tubular Services De Mexico, S. De R.I. De C.V. (Mexico)-100% indirect subsidiary-owned by International Tubular Services Limited (99%) and ITS Egypt Holdings 2, Ltd (1%).
|
|
|
21
|
Parker Drilling Eurasia, Inc. (Delaware)-100% indirect subsidiary-owned by Parker Drilling International Holding Co LLC (64.8%) and Parker Drilling Offshore LLC (35.2%).
|
|
|
22
|
International Tubular Services Limited (United Kingdom)-100% indirect subsidiary-owned by PD ITS Holdings C.V..
|
|
|
|
|
|
|
|
Note: Certain subsidiaries have been omitted from the list since they would not, even if considered in the aggregate, constitute a significant subsidiary. All subsidiaries are included in the consolidated financial statements.
|
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2016
, 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;
|
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; and
|
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/ Gary G. Rich
|
Gary G. Rich
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the period ended
December 31, 2016
, 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;
|
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; and
|
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 Annual Report on Form 10-K for the year ended
December 31, 2016
(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
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Chairman, President and Chief Executive Officer
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1.
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The Company’s Annual Report on Form 10-K for the year ended
December 31, 2016
(the “Report) fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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/s/ Christopher T. Weber
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Christopher T. Weber
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Senior Vice President and Chief Financial Officer
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