FORM
|
10-Q
|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
73-0618660
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
PKD
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☑
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☑
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
Page
|
|
|
|
|
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
|||
CONSOLIDATED CONDENSED BALANCE SHEETS
|
|||
(Dollars in Thousands, Except Per Share Data)
|
|
Successor
|
|
|
Predecessor
|
||||
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
|
||||
ASSETS
|
|
|||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
139,099
|
|
|
|
$
|
48,602
|
|
Restricted cash
|
2,024
|
|
|
|
10,389
|
|
||
Accounts and notes receivable, net of allowance for bad debts of $269 at June 30, 2019 and $7,767 at December 31, 2018
|
162,718
|
|
|
|
136,437
|
|
||
Rig materials and supplies
|
19,360
|
|
|
|
36,245
|
|
||
Other current assets
|
25,234
|
|
|
|
35,231
|
|
||
Total current assets
|
348,435
|
|
|
|
266,904
|
|
||
Property, plant and equipment, net of accumulated depreciation of $18,742 at June 30, 2019 and $951,798 at December 31, 2018
|
304,978
|
|
|
|
534,371
|
|
||
Intangible assets, net (Note 4)
|
16,558
|
|
|
|
4,821
|
|
||
Deferred income taxes
|
4,618
|
|
|
|
2,143
|
|
||
Other non-current assets
|
33,322
|
|
|
|
20,175
|
|
||
Total assets
|
$
|
707,911
|
|
|
|
$
|
828,414
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|||||||
Current liabilities:
|
|
|
|
|
|
|
||
Debtor in possession financing (Note 2)
|
$
|
—
|
|
|
|
$
|
10,000
|
|
Accounts payable and accrued liabilities
|
121,245
|
|
|
|
75,063
|
|
||
Accrued income taxes
|
5,021
|
|
|
|
3,385
|
|
||
Total current liabilities
|
126,266
|
|
|
|
88,448
|
|
||
Long-term debt (Note 6)
|
211,132
|
|
|
|
—
|
|
||
Other long-term liabilities
|
16,801
|
|
|
|
11,544
|
|
||
Long-term deferred tax liability
|
4,554
|
|
|
|
510
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
||
Total liabilities not subject to compromise
|
358,753
|
|
|
|
100,502
|
|
||
Liabilities subject to compromise (Note 2)
|
—
|
|
|
|
600,996
|
|
||
Total liabilities
|
358,753
|
|
|
|
701,498
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
|||
CONSOLIDATED CONDENSED BALANCE SHEETS
|
|||
(Dollars in Thousands, Except Per Share Data)
|
|
Successor
|
|
|
Predecessor
|
||||
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Predecessor preferred stock, $1.00 par value, 1,942,000 shares authorized, 500,000 shares issued and outstanding
|
—
|
|
|
|
500
|
|
||
Predecessor common stock, $0.16 2/3 par value, 18,666,667 shares authorized, 9,385,060 shares issued and outstanding (9,384,669 shares issued and outstanding in 2018)
|
—
|
|
|
|
1,398
|
|
||
Predecessor capital in excess of par value
|
—
|
|
|
|
766,347
|
|
||
Predecessor accumulated other comprehensive income (loss)
|
—
|
|
|
|
(6,879
|
)
|
||
Successor common stock, $0.01 par value, 500,000,000 shares authorized, 15,044,739 shares issued and outstanding
|
150
|
|
|
|
—
|
|
||
Successor capital in excess of par value
|
344,519
|
|
|
|
—
|
|
||
Successor accumulated other comprehensive income (loss)
|
(152
|
)
|
|
|
—
|
|
||
Retained earnings (accumulated deficit)
|
4,641
|
|
|
|
(634,450
|
)
|
||
Total stockholders’ equity
|
349,158
|
|
|
|
126,916
|
|
||
Total liabilities and stockholders’ equity
|
$
|
707,911
|
|
|
|
$
|
828,414
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
|
||||||||||
(Dollars in Thousands, Except Per Share Data)
|
||||||||||
(Unaudited)
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||
|
2019
|
|
|
2018
|
||||
Revenues
|
$
|
156,031
|
|
|
|
$
|
118,603
|
|
Expenses:
|
|
|
|
|
||||
Operating expenses
|
112,649
|
|
|
|
91,634
|
|
||
Depreciation and amortization
|
20,391
|
|
|
|
27,136
|
|
||
|
133,040
|
|
|
|
118,770
|
|
||
Total operating gross margin (loss)
|
22,991
|
|
|
|
(167
|
)
|
||
General and administrative expense
|
(5,610
|
)
|
|
|
(8,288
|
)
|
||
Gain (loss) on disposition of assets, net
|
(53
|
)
|
|
|
(478
|
)
|
||
Reorganization items
|
(962
|
)
|
|
|
—
|
|
||
Total operating income (loss)
|
16,366
|
|
|
|
(8,933
|
)
|
||
Other income (expense):
|
|
|
|
|
||||
Interest expense
|
(7,663
|
)
|
|
|
(11,197
|
)
|
||
Interest income
|
374
|
|
|
|
30
|
|
||
Other
|
(644
|
)
|
|
|
(1,191
|
)
|
||
Total other income (expense)
|
(7,933
|
)
|
|
|
(12,358
|
)
|
||
Income (loss) before income taxes
|
8,433
|
|
|
|
(21,291
|
)
|
||
Income tax expense
|
3,792
|
|
|
|
1,586
|
|
||
Net income (loss)
|
4,641
|
|
|
|
(22,877
|
)
|
||
Less: Predecessor preferred stock dividend
|
—
|
|
|
|
907
|
|
||
Net income (loss) available to common stockholders
|
$
|
4,641
|
|
|
|
$
|
(23,784
|
)
|
Basic earnings (loss) per common share:
|
$
|
0.31
|
|
|
|
$
|
(2.56
|
)
|
Diluted earnings (loss) per common share:
|
$
|
0.31
|
|
|
|
$
|
(2.56
|
)
|
Number of common shares used in computing earnings per share:
|
|
|
|
|
||||
Basic
|
15,044,739
|
|
|
|
9,292,224
|
|
||
Diluted
|
15,044,739
|
|
|
|
9,292,224
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
|
||||||||||
(Dollars in Thousands, Except Per Share Data)
|
||||||||||
(Unaudited)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Revenues
|
$
|
156,031
|
|
|
|
$
|
157,397
|
|
|
$
|
228,278
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
112,649
|
|
|
|
120,871
|
|
|
183,168
|
|
|||
Depreciation and amortization
|
20,391
|
|
|
|
25,102
|
|
|
55,685
|
|
|||
|
133,040
|
|
|
|
145,973
|
|
|
238,853
|
|
|||
Total operating gross margin (loss)
|
22,991
|
|
|
|
11,424
|
|
|
(10,575
|
)
|
|||
General and administrative expense
|
(5,610
|
)
|
|
|
(8,147
|
)
|
|
(14,489
|
)
|
|||
Gain (loss) on disposition of assets, net
|
(53
|
)
|
|
|
384
|
|
|
(135
|
)
|
|||
Reorganization items
|
(962
|
)
|
|
|
(92,977
|
)
|
|
—
|
|
|||
Total operating income (loss)
|
16,366
|
|
|
|
(89,316
|
)
|
|
(25,199
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
(7,663
|
)
|
|
|
(274
|
)
|
|
(22,437
|
)
|
|||
Interest income
|
374
|
|
|
|
8
|
|
|
53
|
|
|||
Other
|
(644
|
)
|
|
|
(10
|
)
|
|
(900
|
)
|
|||
Total other income (expense)
|
(7,933
|
)
|
|
|
(276
|
)
|
|
(23,284
|
)
|
|||
Income (loss) before income taxes
|
8,433
|
|
|
|
(89,592
|
)
|
|
(48,483
|
)
|
|||
Income tax expense
|
3,792
|
|
|
|
656
|
|
|
3,190
|
|
|||
Net income (loss)
|
4,641
|
|
|
|
(90,248
|
)
|
|
(51,673
|
)
|
|||
Less: Predecessor preferred stock dividend
|
—
|
|
|
|
—
|
|
|
1,813
|
|
|||
Net income (loss) available to common stockholders
|
$
|
4,641
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(53,486
|
)
|
Basic earnings (loss) per common share:
|
$
|
0.31
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(5.77
|
)
|
Diluted earnings (loss) per common share:
|
$
|
0.31
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(5.77
|
)
|
Number of common shares used in computing earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
15,044,739
|
|
|
|
9,368,322
|
|
|
9,271,759
|
|
|||
Diluted
|
15,044,739
|
|
|
|
9,368,322
|
|
|
9,271,759
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
|||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||
(Dollars in Thousands)
|
|||||||||||||
(Unaudited)
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||
|
2019
|
|
|
2018
|
||||
Net income (loss)
|
$
|
4,641
|
|
|
|
$
|
(22,877
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Currency translation difference on related borrowings
|
(80
|
)
|
|
|
(445
|
)
|
||
Currency translation difference on foreign currency net investments
|
(72
|
)
|
|
|
(1,802
|
)
|
||
Total other comprehensive income (loss), net of tax:
|
(152
|
)
|
|
|
(2,247
|
)
|
||
Comprehensive income (loss)
|
$
|
4,489
|
|
|
|
$
|
(25,124
|
)
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
|||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||
(Dollars in Thousands)
|
|||||||||||||
(Unaudited)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Net income (loss)
|
$
|
4,641
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(51,673
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Currency translation difference on related borrowings
|
(80
|
)
|
|
|
141
|
|
|
(169
|
)
|
|||
Currency translation difference on foreign currency net investments
|
(72
|
)
|
|
|
(518
|
)
|
|
(2,378
|
)
|
|||
Total other comprehensive income (loss), net of tax:
|
(152
|
)
|
|
|
(377
|
)
|
|
(2,547
|
)
|
|||
Comprehensive income (loss)
|
$
|
4,489
|
|
|
|
$
|
(90,625
|
)
|
|
$
|
(54,220
|
)
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
|||
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
|
|||
(Dollars in Thousands)
|
|||
(Unaudited)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
4,641
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(51,673
|
)
|
Adjustments to reconcile net income (loss):
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
20,391
|
|
|
|
25,102
|
|
|
55,685
|
|
|||
(Gain) loss on disposition of assets, net
|
53
|
|
|
|
(384
|
)
|
|
135
|
|
|||
Reorganization items
|
—
|
|
|
|
62,470
|
|
|
—
|
|
|||
Deferred tax expense (benefit)
|
3,254
|
|
|
|
(1,685
|
)
|
|
(896
|
)
|
|||
Expenses not requiring cash
|
3,680
|
|
|
|
2,575
|
|
|
4,030
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
5,473
|
|
|
|
(32,842
|
)
|
|
(392
|
)
|
|||
Other assets
|
(5,239
|
)
|
|
|
(6,542
|
)
|
|
8,112
|
|
|||
Accounts payable and accrued liabilities
|
(12,731
|
)
|
|
|
55,780
|
|
|
(6,026
|
)
|
|||
Accrued income taxes
|
(2,581
|
)
|
|
|
688
|
|
|
(944
|
)
|
|||
Net cash provided by (used in) operating activities
|
16,941
|
|
|
|
14,914
|
|
|
8,031
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(25,085
|
)
|
|
|
(9,231
|
)
|
|
(32,549
|
)
|
|||
Proceeds from the sale of assets
|
257
|
|
|
|
101
|
|
|
851
|
|
|||
Net cash provided by (used in) investing activities
|
(24,828
|
)
|
|
|
(9,130
|
)
|
|
(31,698
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Payments of debt issuance costs
|
(275
|
)
|
|
|
(490
|
)
|
|
(1,440
|
)
|
|||
Proceeds from rights offering
|
—
|
|
|
|
95,000
|
|
|
—
|
|
|||
Payment of amounts borrowed under debtor in possession financing
|
—
|
|
|
|
(10,000
|
)
|
|
—
|
|
|||
Predecessor preferred stock dividend
|
—
|
|
|
|
—
|
|
|
(1,813
|
)
|
|||
Shares surrendered in lieu of tax
|
—
|
|
|
|
—
|
|
|
(170
|
)
|
|||
Net cash provided by (used in) financing activities
|
(275
|
)
|
|
|
84,510
|
|
|
(3,423
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
(8,162
|
)
|
|
|
90,294
|
|
|
(27,090
|
)
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
149,285
|
|
|
|
58,991
|
|
|
141,549
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
$
|
141,123
|
|
|
|
$
|
149,285
|
|
|
$
|
114,459
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
||||||||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||||||||||||||||
(Dollars and Shares in Thousands)
|
||||||||||||||||||
(Unaudited)
|
|
Shares
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Capital in
Excess of
Par Value
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||||
Balances, December 31, 2017 (Predecessor)
|
9,762
|
|
|
$
|
500
|
|
|
$
|
1,548
|
|
|
$
|
(170
|
)
|
|
$
|
766,508
|
|
|
$
|
(468,753
|
)
|
|
$
|
(3,512
|
)
|
|
$
|
296,121
|
|
|||||
Activity in employees’ stock plans
|
21
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
||||||||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
—
|
|
|
979
|
|
||||||||||||
Predecessor preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(906
|
)
|
|
—
|
|
|
—
|
|
|
(906
|
)
|
||||||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,796
|
)
|
|
—
|
|
|
(28,796
|
)
|
||||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
(300
|
)
|
||||||||||||
Balances, March 31, 2018 (Predecessor)
|
9,783
|
|
|
$
|
500
|
|
|
$
|
1,551
|
|
|
$
|
(170
|
)
|
|
$
|
766,455
|
|
|
$
|
(497,549
|
)
|
|
$
|
(3,812
|
)
|
|
$
|
266,975
|
|
|||||
Activity in employees’ stock plans
|
37
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||||||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||||||||||||
Predecessor preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
|
—
|
|
|
—
|
|
|
(907
|
)
|
||||||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,877
|
)
|
|
—
|
|
|
(22,877
|
)
|
||||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,247
|
)
|
|
(2,247
|
)
|
||||||||||||
Balances, June 30, 2018 (Predecessor)
|
9,820
|
|
|
$
|
500
|
|
—
|
|
$
|
1,557
|
|
—
|
|
$
|
(170
|
)
|
—
|
|
$
|
766,328
|
|
—
|
|
$
|
(520,426
|
)
|
—
|
|
$
|
(6,059
|
)
|
|
$
|
241,730
|
|
PARKER DRILLING COMPANY AND SUBSIDIARIES
|
||||||||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||||||||||||||||
(Dollars and Shares in Thousands)
|
||||||||||||||||||
(Unaudited)
|
|
Shares
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Capital in
Excess of
Par Value
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||||||
Balances, December 31, 2018 (Predecessor)
|
9,885
|
|
|
$
|
500
|
|
|
$
|
1,568
|
|
|
$
|
(170
|
)
|
|
$
|
766,347
|
|
|
$
|
(634,450
|
)
|
|
$
|
(6,879
|
)
|
|
$
|
126,916
|
|
Activity in employees’ stock plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,446
|
|
|
—
|
|
|
—
|
|
|
1,446
|
|
|||||||
Predecessor preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,248
|
)
|
|
—
|
|
|
(90,248
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
(377
|
)
|
|||||||
Balances, March 31, 2019 (Predecessor)
|
9,885
|
|
|
500
|
|
|
1,568
|
|
|
(170
|
)
|
|
767,793
|
|
|
(724,698
|
)
|
|
(7,256
|
)
|
|
37,737
|
|
|||||||
Cancellation of predecessor equity
|
(9,885
|
)
|
|
(500
|
)
|
|
(1,568
|
)
|
|
170
|
|
|
(767,793
|
)
|
|
724,698
|
|
|
7,256
|
|
|
(37,737
|
)
|
|||||||
Balances, March 31, 2019 (Predecessor)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuances of successor common stock
|
15,044
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
328,800
|
|
|
—
|
|
|
—
|
|
|
328,950
|
|
|||||||
Issuances of successor warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,687
|
|
|
—
|
|
|
—
|
|
|
14,687
|
|
|||||||
Equity issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|||||||
Balances, March 31, 2019 (Successor)
|
15,044
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
342,650
|
|
|
—
|
|
|
—
|
|
|
342,800
|
|
|||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,869
|
|
|
—
|
|
|
—
|
|
|
1,869
|
|
|||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,641
|
|
|
—
|
|
|
4,641
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
(152
|
)
|
|||||||
Balances, June 30, 2019 (Successor)
|
15,044
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
344,519
|
|
|
$
|
4,641
|
|
|
$
|
(152
|
)
|
|
$
|
349,158
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
139,099
|
|
|
|
$
|
48,602
|
|
Restricted cash
|
2,024
|
|
|
|
10,389
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
141,123
|
|
|
|
$
|
58,991
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Deposits in domestic banks in excess of federally insured limits
|
$
|
102,283
|
|
|
|
$
|
27,520
|
|
Uninsured deposits in foreign banks
|
41,293
|
|
|
|
32,907
|
|
(1)
|
the Company amended and restated its certificate of incorporation and bylaws;
|
(2)
|
the Company appointed new members to the Successor’s board of directors to replace directors of the Predecessor;
|
(3)
|
the Company issued:
|
•
|
2,827,323 shares of Successor Common Stock pro rata to 7.50% Note Holders;
|
•
|
5,178,860 shares of Successor Common Stock pro rata to 6.75% Note Holders;
|
•
|
90,558 shares of Successor Common Stock and 1,032,073 Successor warrants to purchase 1,032,073 shares of Successor Common Stock pro rata to holders of the Predecessor Preferred Stock;
|
•
|
135,838 shares of Successor Common Stock and 1,548,109 Successor warrants to purchase 1,548,109 shares of Successor Common Stock pro rata to holders of the Predecessor Common Stock;
|
•
|
504,577 shares of Successor Common Stock to commitment parties under that certain Backstop Commitment Agreement, dated December 12, 2018 and amended and restated on January 28, 2019, (as amended and restated, the “Backstop Commitment Agreement”) in respect of the commitment premium due thereunder;
|
•
|
1,403,910 shares of Successor Common Stock to the commitment parties under the Backstop Commitment Agreement in connection with their backstop obligation thereunder to purchase unsubscribed shares of Successor Common Stock; and
|
•
|
4,903,308 shares of Successor Common Stock to participants in the rights offering extended by Parker to the applicable classes under the Plan (including to the commitment parties party to the Backstop Commitment Agreement).
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Gain on settlement of liabilities subject to compromise
|
$
|
—
|
|
|
|
$
|
(191,129
|
)
|
|
$
|
—
|
|
Fresh start valuation adjustments
|
—
|
|
|
|
242,567
|
|
|
—
|
|
|||
Professional fees
|
962
|
|
|
|
30,107
|
|
|
—
|
|
|||
Backstop premium on the rights offering paid in stock
|
—
|
|
|
|
11,033
|
|
|
—
|
|
|||
Other
|
—
|
|
|
|
399
|
|
|
—
|
|
|||
Reorganization items
|
$
|
962
|
|
|
|
$
|
92,977
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Reorganization items paid
|
$
|
20,132
|
|
|
|
$
|
8,617
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Predecessor 6.75% senior notes, due July 2022
|
$
|
—
|
|
|
|
$
|
360,000
|
|
Predecessor 7.50% senior notes, due August 2020
|
—
|
|
|
|
225,000
|
|
||
Accrued interest on predecessor senior notes
|
—
|
|
|
|
15,996
|
|
||
Liabilities subject to compromise
|
$
|
—
|
|
|
|
$
|
600,996
|
|
Dollars in thousands
|
|
||
Enterprise value
|
$
|
425,000
|
|
Cash and cash equivalents and other
|
127,800
|
|
|
Fair value of term loan
|
(210,000
|
)
|
|
Fair value of successor stockholders’ equity
|
$
|
342,800
|
|
Dollars in thousands
|
|
||
Enterprise value
|
$
|
425,000
|
|
Cash and cash equivalents and other
|
127,800
|
|
|
Current liabilities
|
140,596
|
|
|
Non-current liabilities excluding long-term debt
|
20,985
|
|
|
Reorganization value of successor assets
|
$
|
714,381
|
|
Dollars in thousands
|
Predecessor
|
|
Reorganization Adjustments
|
|
Fresh Start Adjustments
|
|
Successor
|
||||||||
ASSETS
|
|||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
51,777
|
|
|
$
|
76,072
|
|
(1)
|
$
|
—
|
|
|
$
|
127,849
|
|
Restricted cash
|
11,070
|
|
|
10,366
|
|
(2)
|
—
|
|
|
21,436
|
|
||||
Accounts and notes receivable, net
|
168,444
|
|
|
—
|
|
|
—
|
|
|
168,444
|
|
||||
Rig materials and supplies
|
39,024
|
|
|
—
|
|
|
(21,185
|
)
|
(15)
|
17,839
|
|
||||
Other current assets
|
31,944
|
|
|
(8,764
|
)
|
(3)
|
(3,603
|
)
|
(16)
|
19,577
|
|
||||
Total current assets
|
302,259
|
|
|
77,674
|
|
|
(24,788
|
)
|
|
355,145
|
|
||||
Property, plant and equipment, net
|
533,938
|
|
|
—
|
|
|
(229,968
|
)
|
(17)
|
303,970
|
|
||||
Intangible assets, net
|
4,245
|
|
|
—
|
|
|
13,755
|
|
(18)
|
18,000
|
|
||||
Deferred income taxes
|
2,518
|
|
|
—
|
|
|
1,751
|
|
(19)
|
4,269
|
|
||||
Other non-current assets
|
38,045
|
|
|
1,253
|
|
(4)
|
(6,301
|
)
|
(20)
|
32,997
|
|
||||
Total assets
|
$
|
881,005
|
|
|
$
|
78,927
|
|
|
$
|
(245,551
|
)
|
|
$
|
714,381
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Debtor in possession financing
|
$
|
10,000
|
|
|
$
|
(10,000
|
)
|
(5)
|
$
|
—
|
|
|
$
|
—
|
|
Accounts payable and accrued liabilities
|
134,461
|
|
|
4,990
|
|
(6)
|
(3,868
|
)
|
(21)
|
135,583
|
|
||||
Accrued income taxes
|
5,013
|
|
|
—
|
|
|
—
|
|
|
5,013
|
|
||||
Total current liabilities
|
149,474
|
|
|
(5,010
|
)
|
|
(3,868
|
)
|
|
140,596
|
|
||||
Long-term debt
|
—
|
|
|
210,000
|
|
(7)
|
—
|
|
|
210,000
|
|
||||
Other long-term liabilities
|
20,901
|
|
|
—
|
|
|
(866
|
)
|
(22)
|
20,035
|
|
||||
Long-term deferred tax liability
|
28,445
|
|
|
—
|
|
|
(27,495
|
)
|
(19)
|
950
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities not subject to compromise
|
198,820
|
|
|
204,990
|
|
|
(32,229
|
)
|
|
371,581
|
|
||||
Liabilities subject to compromise
|
600,996
|
|
|
(600,996
|
)
|
(8)
|
—
|
|
|
—
|
|
||||
Total liabilities
|
799,816
|
|
|
(396,006
|
)
|
|
(32,229
|
)
|
|
371,581
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
||||||||
Predecessor preferred stock
|
500
|
|
|
(500
|
)
|
(9)
|
—
|
|
|
—
|
|
||||
Predecessor common stock
|
1,398
|
|
|
(1,398
|
)
|
(10)
|
—
|
|
|
—
|
|
||||
Predecessor capital in excess of par value
|
767,793
|
|
|
(35,839
|
)
|
(11)
|
(731,954
|
)
|
(23)
|
—
|
|
||||
Predecessor accumulated other comprehensive income (loss)
|
(7,256
|
)
|
|
—
|
|
|
7,256
|
|
(23)
|
—
|
|
||||
Successor common stock
|
—
|
|
|
150
|
|
(12)
|
—
|
|
|
150
|
|
||||
Successor capital in excess of par value
|
—
|
|
|
342,650
|
|
(13)
|
—
|
|
|
342,650
|
|
||||
Accumulated deficit
|
(681,246
|
)
|
|
169,870
|
|
(14)
|
511,376
|
|
(23)
|
—
|
|
||||
Total stockholders’ equity
|
81,189
|
|
|
474,933
|
|
|
(213,322
|
)
|
|
342,800
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
881,005
|
|
|
$
|
78,927
|
|
|
$
|
(245,551
|
)
|
|
$
|
714,381
|
|
(1)
|
Changes in cash and cash equivalents included the following:
|
Dollars in thousands
|
|
||
Proceeds from the rights offering
|
$
|
95,000
|
|
Transfers from restricted cash for the return of cash collateral (for letters of credit)
|
10,433
|
|
|
Proceeds from refund of backstop commitment fee
|
7,600
|
|
|
Transfers from restricted cash for deposit releases
|
250
|
|
|
Transfers to restricted cash for funding of professional fees
|
(21,049
|
)
|
|
Payment of debtor in possession financing principal and interest
|
(10,035
|
)
|
|
Payment of professional fees
|
(5,154
|
)
|
|
Payment of debt issuance costs for the successor credit facility
|
(490
|
)
|
|
Payment of fees on letters of credit
|
(58
|
)
|
|
Payment of term loan agent fees
|
(50
|
)
|
|
Payment of other reorganization expenses
|
(375
|
)
|
|
Net change in cash and cash equivalents
|
$
|
76,072
|
|
(2)
|
Changes in restricted cash reflects the net transfer of cash between restricted cash and cash and cash equivalents.
|
(3)
|
Changes in other current assets include the following:
|
Dollars in thousands
|
|
||
Refund of backstop commitment fee
|
$
|
(7,600
|
)
|
Elimination of predecessor directors and officers insurance policies
|
(702
|
)
|
|
Reclass of prepaid costs related to the successor credit facility
|
(488
|
)
|
|
Payment of other costs related to the successor credit facility
|
26
|
|
|
Net change in other current assets
|
$
|
(8,764
|
)
|
(4)
|
Changes in other non-current assets include the following:
|
Dollars in thousands
|
|
||
Capitalization of debt issuance costs on the successor credit facility
|
$
|
765
|
|
Reclass of prepaid costs related to the successor credit facility
|
488
|
|
|
Net change in other non-current assets
|
$
|
1,253
|
|
(5)
|
Reflects the payment of debtor in possession financing principal.
|
(6)
|
Changes in accounts payable and accrued liabilities include the following:
|
Dollars in thousands
|
|
||
Accrual of professional fees
|
$
|
7,100
|
|
Payment of professional fees
|
(2,017
|
)
|
|
Payment of debtor in possession financing interest
|
(35
|
)
|
|
Payment of letters of credit fees
|
(58
|
)
|
|
Net change in accounts payable and accrued liabilities
|
$
|
4,990
|
|
(7)
|
Changes in long-term debt include the issuance of the $210.0 million Term Loan.
|
(8)
|
Liabilities subject to compromise to be settled in accordance with the Plan and the resulting gain was determined as follows:
|
Dollars in thousands
|
|
||
Liabilities subject to compromise
|
$
|
(600,996
|
)
|
Issuance of term loan
|
210,000
|
|
|
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders
|
175,058
|
|
|
Excess fair value ascribed to lenders participating in equity rights offering
|
24,809
|
|
|
Gain on settlement of liabilities subject to compromise
|
$
|
(191,129
|
)
|
(9)
|
Changes in Predecessor Preferred Stock reflects the cancellation of Predecessor Preferred Stock.
|
(10)
|
Changes in Predecessor Common Stock reflects the cancellation of Predecessor Common Stock.
|
(11)
|
Changes in Predecessor capital in excess of par include the following:
|
Dollars in thousands
|
|
||
Cancellation of predecessor preferred stock
|
$
|
500
|
|
Cancellation of predecessor common stock
|
1,398
|
|
|
Issuance of successor warrants to predecessor common stock and predecessor preferred stock holders
|
(14,687
|
)
|
|
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders
|
(4,950
|
)
|
|
Excess fair value ascribed to parties participating in rights offering, excluding lenders
|
(18,100
|
)
|
|
Net change in predecessor capital in excess of par value
|
$
|
(35,839
|
)
|
(12)
|
Changes in Successor Common Stock include the following:
|
Dollars in thousands
|
|
||
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders
|
$
|
80
|
|
Issuance of successor common stock pursuant to rights offering
|
68
|
|
|
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders
|
2
|
|
|
Net change in successor common stock
|
$
|
150
|
|
(13)
|
Change in Successor capital in excess of par value include the following:
|
Dollars in thousands
|
|
||
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders
|
$
|
174,978
|
|
Issuance of successor common stock pursuant to rights offering
|
148,874
|
|
|
Issuance of successor warrants to predecessor common stock and predecessor preferred stock holders
|
14,687
|
|
|
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders
|
4,948
|
|
|
Equity issuance costs
|
(837
|
)
|
|
Net change in successor capital in excess of par value
|
$
|
342,650
|
|
(14)
|
Changes in accumulated deficit include the following:
|
Dollars in thousands
|
|
||
Gain on settlement of liabilities subject to compromise
|
$
|
191,129
|
|
Backstop premium on rights offering
|
(11,032
|
)
|
|
Accrual of professional fees
|
(5,988
|
)
|
|
Payment of professional fees
|
(3,137
|
)
|
|
Elimination of predecessor directors and officers insurance policies
|
(702
|
)
|
|
Payment of other reorganization items
|
(400
|
)
|
|
Net change in accumulated deficit
|
$
|
169,870
|
|
(15)
|
Changes in rig materials and supplies reflect the fair value adjustment due to the adoption of fresh start accounting.
|
(16)
|
Changes in other current assets reflect the elimination of capitalized mobilization costs due to the adoption of fresh start accounting.
|
(17)
|
Changes in property, plant and equipment, net reflects the fair value adjustment due to the adoption of fresh start accounting.
|
(18)
|
Changes in intangible assets, net reflects the fair value adjustment due to the adoption of fresh start accounting.
|
Dollars in thousands
|
Successor Fair Value
|
|
|
Predecessor Historical Book Value
|
||||
Customer relationships
|
$
|
16,300
|
|
|
|
$
|
—
|
|
Trade names
|
1,500
|
|
|
|
368
|
|
||
Developed technology
|
200
|
|
|
|
3,877
|
|
||
Intangible assets, net
|
$
|
18,000
|
|
|
|
$
|
4,245
|
|
(19)
|
Changes in deferred income taxes reflects the adjustment due to the adoption of fresh start accounting.
|
(20)
|
Changes in other non-current assets reflect the following:
|
Dollars in thousands
|
|
||
Fair value adjustment to rig material and supplies
|
$
|
(6,845
|
)
|
Fair value adjustment to investment in non-consolidated subsidiaries
|
2,290
|
|
|
Fair value adjustment to long-term notes receivable
|
(272
|
)
|
|
Elimination of capitalized mobilization costs
|
(857
|
)
|
|
Elimination of long-term other deferred charges
|
(617
|
)
|
|
Net change in other non-current assets
|
$
|
(6,301
|
)
|
(21)
|
Changes in accounts payable and accrued liabilities due to the adoption of fresh start accounting include the following:
|
Dollars in thousands
|
|
||
Elimination of deferred rent
|
$
|
(1,100
|
)
|
Elimination of deferred revenue
|
(2,768
|
)
|
|
Net change in accounts payable and accrued liabilities
|
$
|
(3,868
|
)
|
(22)
|
Changes in other long-term liabilities reflects the elimination of deferred revenue due to the adoption of fresh start accounting.
|
(23)
|
Changes reflect the cumulative impact of fresh start accounting adjustments discussed above and the elimination of Predecessor accumulated other comprehensive loss and Predecessor accumulated deficit.
|
|
|
|
Successor
|
||||||||||
|
|
|
Balance at June 30, 2019
|
||||||||||
Dollars in thousands
|
Estimated Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
3
|
|
$
|
16,300
|
|
|
$
|
(1,359
|
)
|
|
$
|
14,941
|
|
Trade names
|
5
|
|
1,500
|
|
|
(75
|
)
|
|
1,425
|
|
|||
Developed technology
|
6
|
|
200
|
|
|
(8
|
)
|
|
192
|
|
|||
Total amortized intangible assets
|
|
|
$
|
18,000
|
|
|
$
|
(1,442
|
)
|
|
$
|
16,558
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Intangibles amortization expense
|
$
|
1,442
|
|
|
|
$
|
577
|
|
|
$
|
1,153
|
|
Dollars in thousands
|
Expected future intangible amortization expense
|
||
2019
|
$
|
2,883
|
|
2020
|
$
|
5,767
|
|
2021
|
$
|
5,767
|
|
2022
|
$
|
1,691
|
|
Beyond 2022
|
$
|
450
|
|
•
|
an election to adopt the modified retrospective transition method applied at the beginning of the period of adoption, which does not require a restatement of the prior period. Accordingly, no cumulative-effect adjustment to retained earnings was made.
|
•
|
an election not to apply the recognition requirements in Topic 842 to short-term leases (initial lease term of 12 months or less) and recognize lease payments in the consolidated condensed statement of operations. Short-term leases have not been recorded on the balance sheet.
|
•
|
a practical expedient to not reassess whether a contract is or contains a lease and carry forward its historical lease classification.
|
•
|
a practical expedient to account for the lease and non-lease components separately (except as discussed below).
|
•
|
a practical expedient to account for the lease and non-lease components as a single lease component for certain assets, by class of underlying asset.
|
|
Successor
|
||
Dollars in thousands
|
June 30,
2019 |
||
Operating lease right-of-use assets (1)
|
$
|
19,023
|
|
|
|
||
Operating lease liabilities - current (2)
|
8,049
|
|
|
Operating lease liabilities - noncurrent (3)
|
9,928
|
|
|
Total operating lease liabilities
|
$
|
17,977
|
|
|
|
||
Weighted average remaining lease term (in years)
|
3
|
|
|
Weighted average discount rate
|
7.2
|
%
|
(1)
|
This amount is included in other non-current assets in our consolidated condensed balance sheet.
|
(2)
|
This amount is included in accounts payable and accrued liabilities in our consolidated condensed balance sheet.
|
(3)
|
This amount is included in other long-term liabilities in our consolidated condensed balance sheet.
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2019
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
2,150
|
|
|
|
$
|
2,498
|
|
Operating lease right-of-use assets obtained in exchange for lease obligations
|
$
|
737
|
|
|
|
$
|
60
|
|
|
Successor
|
||
Dollars in thousands
|
Operating
Leases |
||
2019
|
$
|
4,345
|
|
2020
|
7,181
|
|
|
2021
|
4,462
|
|
|
2022
|
2,005
|
|
|
2023
|
1,534
|
|
|
Beyond 2023
|
558
|
|
|
Total undiscounted lease liability
|
20,085
|
|
|
Imputed interest
|
(2,108
|
)
|
|
Total operating lease liabilities
|
$
|
17,977
|
|
|
Successor
|
||
Dollars in thousands
|
Operating
Leases |
||
2019
|
$
|
10,722
|
|
2020
|
7,887
|
|
|
2021
|
4,193
|
|
|
2022
|
1,968
|
|
|
2023
|
1,540
|
|
|
Beyond 2023
|
636
|
|
|
Total lease payments
|
$
|
26,946
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
Three Months Ended
June 30, 2019 |
|
|
Three Months Ended March 31, 2019
|
||||
Operating lease expense
|
$
|
2,684
|
|
|
|
$
|
2,709
|
|
Short-term lease expense
|
833
|
|
|
|
787
|
|
||
Variable lease expense
|
1,849
|
|
|
|
1,840
|
|
||
Total lease expense
|
$
|
5,366
|
|
|
|
$
|
5,336
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Successor credit facility
|
$
|
—
|
|
|
|
$
|
—
|
|
Successor term loan, due March 2024
|
211,132
|
|
|
|
—
|
|
||
Predecessor 6.75% senior notes, due July 2022
|
—
|
|
|
|
360,000
|
|
||
Predecessor 7.50% senior notes, due August 2020
|
—
|
|
|
|
225,000
|
|
||
Predecessor 2015 secured credit agreement
|
—
|
|
|
|
—
|
|
||
Total debt
|
$
|
211,132
|
|
|
|
$
|
585,000
|
|
•
|
LIBOR plus an applicable margin that varies from 2.25 percent to 2.75 percent per annum or
|
•
|
a base rate plus an applicable margin that varies from 1.25 percent to 1.75 percent per annum.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Interest paid
|
$
|
—
|
|
|
|
$
|
184
|
|
|
$
|
20,588
|
|
•
|
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.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
June 30, 2019
|
|
|
December 31, 2018
|
||||||||||||
Dollars in thousands
|
Carrying Amount
|
|
Fair Value
|
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Successor term loan, due March 2024
|
$
|
211,132
|
|
|
$
|
252,254
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Predecessor 6.75% senior notes, due July 2022
|
—
|
|
|
—
|
|
|
|
360,000
|
|
|
180,000
|
|
||||
Predecessor 7.50% senior notes, due August 2020
|
—
|
|
|
—
|
|
|
|
225,000
|
|
|
117,000
|
|
||||
Total
|
$
|
211,132
|
|
|
$
|
252,254
|
|
|
|
$
|
585,000
|
|
|
$
|
297,000
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Income tax (benefit) expense
|
$
|
3,792
|
|
|
|
$
|
656
|
|
|
$
|
3,190
|
|
Effective tax rate
|
45.0
|
%
|
|
|
(0.7
|
)%
|
|
(6.6
|
)%
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Income taxes paid (net of refunds)
|
$
|
3,106
|
|
|
|
$
|
1,421
|
|
|
$
|
5,359
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Liability for unrecognized tax benefits
|
$
|
3,564
|
|
|
|
$
|
5,728
|
|
Accrued interest and penalties related to uncertain tax positions
|
$
|
1,508
|
|
|
|
$
|
2,107
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||
Dollars in thousands, except share and per share amounts
|
2019
|
|
|
2018
|
||||
Basic EPS
|
|
|
|
|
||||
Numerator
|
|
|
|
|
||||
Net income (loss) available to common stockholders (numerator)
|
$
|
4,641
|
|
|
|
$
|
(23,784
|
)
|
Denominator
|
|
|
|
|
||||
Weighted average shares outstanding
|
15,044,739
|
|
|
|
9,292,224
|
|
||
Number of shares used for basic EPS computation
|
15,044,739
|
|
|
|
9,292,224
|
|
||
Basic earnings (loss) per common share
|
$
|
0.31
|
|
|
|
$
|
(2.56
|
)
|
|
|
|
|
|
||||
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||
Dollars in thousands, except share and per share amounts
|
2019
|
|
|
2018
|
||||
Diluted EPS
|
|
|
|
|
||||
Numerator
|
|
|
|
|
||||
Net income (loss) available to common stockholders (numerator)
|
$
|
4,641
|
|
|
|
$
|
(23,784
|
)
|
Denominator
|
|
|
|
|
||||
Number of shares used for basic EPS computation
|
15,044,739
|
|
|
|
9,292,224
|
|
||
Successor unvested restricted stock units
|
—
|
|
|
|
—
|
|
||
Successor unvested stock options
|
—
|
|
|
|
—
|
|
||
Successor warrants
|
—
|
|
|
|
—
|
|
||
Predecessor preferred stock
|
—
|
|
|
|
—
|
|
||
Number of shares used for diluted EPS computation
|
15,044,739
|
|
|
|
9,292,224
|
|
||
Diluted earnings (loss) per common share
|
$
|
0.31
|
|
|
|
$
|
(2.56
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands, except share and per share amounts
|
2019
|
|
|
2019
|
|
2018
|
||||||
Basic EPS
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders (numerator)
|
$
|
4,641
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(53,486
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
15,044,739
|
|
|
|
9,368,322
|
|
|
9,271,759
|
|
|||
Number of shares used for basic EPS computation
|
15,044,739
|
|
|
|
9,368,322
|
|
|
9,271,759
|
|
|||
Basic earnings (loss) per common share
|
$
|
0.31
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(5.77
|
)
|
|
|
|
|
|
|
|
||||||
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands, except share and per share amounts
|
2019
|
|
|
2019
|
|
2018
|
||||||
Diluted EPS
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders (numerator)
|
$
|
4,641
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(53,486
|
)
|
Denominator
|
|
|
|
|
|
|
||||||
Number of shares used for basic EPS computation
|
15,044,739
|
|
|
|
9,368,322
|
|
|
9,271,759
|
|
|||
Successor unvested restricted stock units
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Successor unvested stock options
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Successor warrants
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Predecessor preferred stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Number of shares used for diluted EPS computation
|
15,044,739
|
|
|
|
9,368,322
|
|
|
9,271,759
|
|
|||
Diluted earnings (loss) per common share
|
$
|
0.31
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(5.77
|
)
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
|||
|
2019
|
|
|
2019
|
|
2018
|
|||
Successor unvested restricted stock units (1)
|
297,580
|
|
|
|
—
|
|
|
—
|
|
Successor unvested stock options (2)
|
446,372
|
|
|
|
—
|
|
|
—
|
|
Successor warrants (3)
|
2,580,182
|
|
|
|
—
|
|
|
—
|
|
Predecessor preferred stock (4)
|
—
|
|
|
|
1,587,300
|
|
|
1,587,300
|
|
(1)
|
The Successor unvested restricted stock units represent shares of Successor Common Stock that were issued upon emergence from bankruptcy under the 2019 Long Term Incentive Plan to certain employees.
|
(2)
|
The Successor unvested stock options were issued upon emergence from bankruptcy under the 2019 Long Term Incentive Plan to certain employees and are convertible into one share each of Successor Common Stock at an exercise price of $23.
|
(3)
|
The Successor warrants were issued upon emergence from bankruptcy and are initially convertible into one share each of Successor Common Stock at an initial exercise price of $48.85. See Note 2 - Chapter 11 Emergence for more details.
|
(4)
|
The 500,000 units of Predecessor preferred stock were convertible into 47.6190 shares of Predecessor common stock for each Predecessor preferred stock for a total of 1,587,300 shares of Predecessor common stock.
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
Three Months Ended
June 30, 2019 |
|
|
Three Months Ended
March 31, 2019 |
||||
Lease revenue
|
$
|
42,431
|
|
|
|
$
|
42,041
|
|
Service revenue
|
113,600
|
|
|
|
115,356
|
|
||
Total revenues
|
$
|
156,031
|
|
|
|
$
|
157,397
|
|
•
|
an election to adopt the modified retrospective transition method applied at the beginning of the period of adoption which does not require a restatement of the prior period. Accordingly, no cumulative-effect adjustment to retained earnings was made.
|
•
|
a practical expedient to not reassess whether a contract is or contains a lease and carry forward its historical lease classification.
|
•
|
a practical expedient to account as a single performance obligation entirely depending on predominant component(s) i.e. lease or non-lease component. Revenue is recognized under Topic 842, if the lease component is predominant. Similarly, revenue is recognized under ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”) if the non-lease component is predominant.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Reimbursable revenue
|
$
|
18,465
|
|
|
|
$
|
28,541
|
|
|
$
|
27,036
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Capitalized mobilization costs
|
$
|
2,904
|
|
|
|
$
|
5,343
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Amortization of capitalized mobilization costs
|
$
|
128
|
|
|
|
$
|
3,066
|
|
|
$
|
2,127
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
June 30,
2019 |
|
|
December 31,
2018 |
||||
Contract liabilities - current (Deferred revenue) (1)
|
$
|
5,004
|
|
|
|
$
|
4,081
|
|
Contract liabilities - noncurrent (Deferred revenue) (1)
|
1,002
|
|
|
|
2,441
|
|
||
Total contract liabilities
|
$
|
6,006
|
|
|
|
$
|
6,522
|
|
(1)
|
Contract liabilities - current and contract liabilities - noncurrent are included in accounts payable and accrued liabilities and other long-term liabilities respectively, in our consolidated condensed balance sheet as of June 30, 2019 and December 31, 2018.
|
Dollars in thousands
|
Contract Liabilities
|
||
Balance at December 31, 2018 (Predecessor)
|
$
|
6,522
|
|
Decrease due to recognition of revenue
|
(1,451
|
)
|
|
Increase to deferred revenue during current period
|
1,635
|
|
|
Elimination of deferred revenue due to the adoption of fresh start accounting
|
(3,634
|
)
|
|
Balance at March 31, 2019 (Predecessor)
|
3,072
|
|
|
|
|
||
|
|
||
Decrease due to recognition of revenue
|
(583
|
)
|
|
Increase to deferred revenue during current period
|
3,517
|
|
|
Balance at June 30, 2019 (Successor)
|
$
|
6,006
|
|
|
Successor
|
|||||||||||||||
|
Balance at June 30, 2019
|
|||||||||||||||
Dollars in thousands
|
Remaining 2019
|
|
2020
|
|
2021
|
|
Beyond 2021
|
|
Total
|
|||||||
Deferred lease revenue
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Deferred service revenue
|
$
|
4,397
|
|
|
1,078
|
|
|
531
|
|
|
—
|
|
|
$
|
6,006
|
|
•
|
customers 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
|
•
|
O&M contracts that generally cover periods of one year or more.
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||
Dollars in thousands
|
2019
|
|
|
2018
|
||||
Revenues: (1)
|
|
|
|
|
||||
U.S. rental tools
|
$
|
52,936
|
|
|
|
$
|
42,083
|
|
International rental tools
|
22,155
|
|
|
|
19,935
|
|
||
Total rental tools services
|
75,091
|
|
|
|
62,018
|
|
||
U.S. (lower 48) drilling
|
12,479
|
|
|
|
3,283
|
|
||
International & Alaska drilling
|
68,461
|
|
|
|
53,302
|
|
||
Total drilling services
|
80,940
|
|
|
|
56,585
|
|
||
Total revenues
|
156,031
|
|
|
|
118,603
|
|
||
Operating gross margin: (2)
|
|
|
|
|
||||
U.S. rental tools
|
17,871
|
|
|
|
11,302
|
|
||
International rental tools
|
701
|
|
|
|
(3,891
|
)
|
||
Total rental tools services
|
18,572
|
|
|
|
7,411
|
|
||
U.S. (lower 48) drilling
|
980
|
|
|
|
(3,751
|
)
|
||
International & Alaska drilling
|
3,439
|
|
|
|
(3,827
|
)
|
||
Total drilling services
|
4,419
|
|
|
|
(7,578
|
)
|
||
Total operating gross margin (loss)
|
22,991
|
|
|
|
(167
|
)
|
||
General and administrative expense
|
(5,610
|
)
|
|
|
(8,288
|
)
|
||
Gain (loss) on disposition of assets, net
|
(53
|
)
|
|
|
(478
|
)
|
||
Reorganization items
|
(962
|
)
|
|
|
—
|
|
||
Total operating income (loss)
|
16,366
|
|
|
|
(8,933
|
)
|
||
Interest expense
|
(7,663
|
)
|
|
|
(11,197
|
)
|
||
Interest income
|
374
|
|
|
|
30
|
|
||
Other
|
(644
|
)
|
|
|
(1,191
|
)
|
||
Income (loss) before income taxes
|
$
|
8,433
|
|
|
|
$
|
(21,291
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Revenues: (1)
|
|
|
|
|
|
|
||||||
U.S. rental tools
|
$
|
52,936
|
|
|
|
$
|
52,595
|
|
|
$
|
76,831
|
|
International rental tools
|
22,155
|
|
|
|
21,109
|
|
|
37,412
|
|
|||
Total rental tools services
|
75,091
|
|
|
|
73,704
|
|
|
114,243
|
|
|||
U.S. (lower 48) drilling
|
12,479
|
|
|
|
6,627
|
|
|
4,637
|
|
|||
International & Alaska drilling
|
68,461
|
|
|
|
77,066
|
|
|
109,398
|
|
|||
Total drilling services
|
80,940
|
|
|
|
83,693
|
|
|
114,035
|
|
|||
Total revenues
|
156,031
|
|
|
|
157,397
|
|
|
228,278
|
|
|||
Operating gross margin: (2)
|
|
|
|
|
|
|
||||||
U.S. rental tools
|
17,871
|
|
|
|
17,289
|
|
|
15,530
|
|
|||
International rental tools
|
701
|
|
|
|
(3,581
|
)
|
|
(7,907
|
)
|
|||
Total rental tools services
|
18,572
|
|
|
|
13,708
|
|
|
7,623
|
|
|||
U.S. (lower 48) drilling
|
980
|
|
|
|
(1,508
|
)
|
|
(9,041
|
)
|
|||
International & Alaska drilling
|
3,439
|
|
|
|
(776
|
)
|
|
(9,157
|
)
|
|||
Total drilling services
|
4,419
|
|
|
|
(2,284
|
)
|
|
(18,198
|
)
|
|||
Total operating gross margin (loss)
|
22,991
|
|
|
|
11,424
|
|
|
(10,575
|
)
|
|||
General and administrative expense
|
(5,610
|
)
|
|
|
(8,147
|
)
|
|
(14,489
|
)
|
|||
Gain (loss) on disposition of assets, net
|
(53
|
)
|
|
|
384
|
|
|
(135
|
)
|
|||
Reorganization items
|
(962
|
)
|
|
|
(92,977
|
)
|
|
|
||||
Total operating income (loss)
|
16,366
|
|
|
|
(89,316
|
)
|
|
(25,199
|
)
|
|||
Interest expense
|
(7,663
|
)
|
|
|
(274
|
)
|
|
(22,437
|
)
|
|||
Interest income
|
374
|
|
|
|
8
|
|
|
53
|
|
|||
Other
|
(644
|
)
|
|
|
(10
|
)
|
|
(900
|
)
|
|||
Income (loss) before income taxes
|
$
|
8,433
|
|
|
|
$
|
(89,592
|
)
|
|
$
|
(48,483
|
)
|
(1)
|
For the three months ended June 30, 2019, our largest customer, ENL, constituted approximately 26.9 percent of our total consolidated revenues and approximately 61.4 percent of our International & Alaska Drilling segment revenues. Excluding reimbursable revenues of $16.9 million, ENL constituted approximately 18.3 percent of our total consolidated revenues and approximately 49.6 percent of our International & Alaska Drilling segment revenues
|
(2)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||
Dollars in Thousands
|
2019
|
|
|
2018
|
||||
United States
|
$
|
72,160
|
|
|
|
$
|
52,655
|
|
Russia
|
42,278
|
|
|
|
28,771
|
|
||
EMEA & Asia
|
24,987
|
|
|
|
22,260
|
|
||
Latin America
|
6,795
|
|
|
|
4,104
|
|
||
Other CIS
|
3,592
|
|
|
|
3,506
|
|
||
Other
|
6,219
|
|
|
|
7,307
|
|
||
Total revenues
|
$
|
156,031
|
|
|
|
$
|
118,603
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in Thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
United States
|
$
|
72,160
|
|
|
|
$
|
66,253
|
|
|
$
|
96,651
|
|
Russia
|
42,278
|
|
|
|
49,387
|
|
|
60,062
|
|
|||
EMEA & Asia
|
24,987
|
|
|
|
25,133
|
|
|
42,304
|
|
|||
Latin America
|
6,795
|
|
|
|
5,482
|
|
|
7,617
|
|
|||
Other CIS
|
3,592
|
|
|
|
3,621
|
|
|
7,056
|
|
|||
Other
|
6,219
|
|
|
|
7,521
|
|
|
14,588
|
|
|||
Total revenues
|
$
|
156,031
|
|
|
|
$
|
157,397
|
|
|
$
|
228,278
|
|
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Worldwide rig count (1)
|
|
|
|
|
|
|
|||||
U.S. (land and offshore)
|
|
1,017
|
|
|
1,001
|
|
|
2
|
%
|
||
International (2)
|
|
1,069
|
|
|
969
|
|
|
10
|
%
|
||
Commodity Prices (3)
|
|
|
|
|
|
|
|||||
Crude oil (Brent) per bbl
|
|
$
|
66.2
|
|
|
$
|
71.2
|
|
|
(7
|
)%
|
Crude oil (West Texas Intermediate) per bbl
|
|
$
|
57.5
|
|
|
$
|
65.5
|
|
|
(12
|
)%
|
Natural gas (Henry Hub) per mcf
|
|
$
|
2.7
|
|
|
$
|
2.8
|
|
|
(4
|
)%
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||||||||
Dollars in Thousands
|
2019
|
|
|
2018
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||
U.S. rental tools
|
$
|
52,936
|
|
|
34
|
%
|
|
|
$
|
42,083
|
|
|
35
|
%
|
International rental tools
|
22,155
|
|
|
14
|
%
|
|
|
19,935
|
|
|
17
|
%
|
||
Total rental tools services
|
75,091
|
|
|
48
|
%
|
|
|
62,018
|
|
|
52
|
%
|
||
U.S. (lower 48) drilling
|
12,479
|
|
|
8
|
%
|
|
|
3,283
|
|
|
3
|
%
|
||
International & Alaska drilling
|
68,461
|
|
|
44
|
%
|
|
|
53,302
|
|
|
45
|
%
|
||
Total drilling services
|
80,940
|
|
|
52
|
%
|
|
|
56,585
|
|
|
48
|
%
|
||
Total revenues
|
156,031
|
|
|
100
|
%
|
|
|
118,603
|
|
|
100
|
%
|
||
Operating gross margin (loss) excluding depreciation and amortization: (1)
|
|
|
|
|
|
|
|
|
||||||
U.S. rental tools
|
27,669
|
|
|
52
|
%
|
|
|
22,757
|
|
|
54
|
%
|
||
International rental tools
|
2,931
|
|
|
13
|
%
|
|
|
591
|
|
|
3
|
%
|
||
Total rental tools services
|
30,600
|
|
|
41
|
%
|
|
|
23,348
|
|
|
38
|
%
|
||
U.S. (lower 48) drilling
|
2,556
|
|
|
20
|
%
|
|
|
(1,403
|
)
|
|
(43
|
)%
|
||
International & Alaska drilling
|
10,226
|
|
|
15
|
%
|
|
|
5,024
|
|
|
9
|
%
|
||
Total drilling services
|
12,782
|
|
|
16
|
%
|
|
|
3,621
|
|
|
6
|
%
|
||
Total operating gross margin (loss) excluding depreciation and amortization
|
43,382
|
|
|
28
|
%
|
|
|
26,969
|
|
|
23
|
%
|
||
Depreciation and amortization
|
(20,391
|
)
|
|
|
|
|
(27,136
|
)
|
|
|
||||
Total operating gross margin (loss)
|
22,991
|
|
|
|
|
|
(167
|
)
|
|
|
||||
General and administrative expense
|
(5,610
|
)
|
|
|
|
|
(8,288
|
)
|
|
|
||||
Gain (loss) on disposition of assets, net
|
(53
|
)
|
|
|
|
|
(478
|
)
|
|
|
||||
Reorganization items
|
(962
|
)
|
|
|
|
|
—
|
|
|
|
||||
Total operating income (loss)
|
$
|
16,366
|
|
|
|
|
|
$
|
(8,933
|
)
|
|
|
(1)
|
Percentage amounts are calculated by dividing the operating gross margin (loss) excluding depreciation and amortization by revenue for the respective segment and business lines.
|
Dollars in Thousands
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
U.S.
(Lower 48)
Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Three months ended June 30, 2019 (Successor)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss) (1) (Successor)
|
$
|
17,871
|
|
|
$
|
701
|
|
|
$
|
980
|
|
|
$
|
3,439
|
|
|
$
|
22,991
|
|
Depreciation and amortization (Successor)
|
9,798
|
|
|
2,230
|
|
|
1,576
|
|
|
6,787
|
|
|
20,391
|
|
|||||
Operating gross margin (loss) excluding depreciation and amortization (Successor)
|
$
|
27,669
|
|
|
$
|
2,931
|
|
|
$
|
2,556
|
|
|
$
|
10,226
|
|
|
$
|
43,382
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollars in Thousands
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
U.S.
(Lower 48)
Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Three months ended June 30, 2018 (Predecessor)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss) (1) (Predecessor)
|
$
|
11,302
|
|
|
$
|
(3,891
|
)
|
|
$
|
(3,751
|
)
|
|
$
|
(3,827
|
)
|
|
$
|
(167
|
)
|
Depreciation and amortization (Predecessor)
|
11,455
|
|
|
4,482
|
|
|
2,348
|
|
|
8,851
|
|
|
27,136
|
|
|||||
Operating gross margin (loss) excluding depreciation and amortization (Predecessor)
|
$
|
22,757
|
|
|
$
|
591
|
|
|
$
|
(1,403
|
)
|
|
$
|
5,024
|
|
|
$
|
26,969
|
|
(1)
|
Operating gross margin (loss) is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
Successor
|
|
|
Predecessor
|
||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||
|
2019
|
|
|
2018
|
||
U.S. (lower 48) drilling
|
|
|
|
|
||
Rigs available for service (1)
|
10
|
|
|
|
13
|
|
Utilization rate of rigs available for service (2)
|
16
|
%
|
|
|
14
|
%
|
International & Alaska drilling
|
|
|
|
|
||
Eastern hemisphere
|
|
|
|
|
||
Rigs available for service (1)
|
10
|
|
|
|
10
|
|
Utilization rate of rigs available for service (2)
|
50
|
%
|
|
|
45
|
%
|
Latin America region
|
|
|
|
|
||
Rigs available for service (1)
|
7
|
|
|
|
7
|
|
Utilization rate of rigs available for service (2)
|
41
|
%
|
|
|
14
|
%
|
Alaska
|
|
|
|
|
||
Rigs available for service (1)
|
2
|
|
|
|
2
|
|
Utilization rate of rigs available for service (2)
|
50
|
%
|
|
|
50
|
%
|
Total International & Alaska drilling
|
|
|
|
|
||
Rigs available for service (1)
|
19
|
|
|
|
19
|
|
Utilization rate of rigs available for service (2)
|
47
|
%
|
|
|
34
|
%
|
(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 for such year. Our method of computation of rigs available for service may or 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 or may not be comparable to other similarly titled measures of other companies.
|
|
Successor
|
|
|
Predecessor
|
|||||||||||||||||
|
Three Months Ended
June 30, |
|
|
Three Months Ended
March 31, |
|
Six Months Ended
June 30, |
|||||||||||||||
Dollars in Thousands
|
2019
|
|
|
2019
|
|
2018
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. rental tools
|
$
|
52,936
|
|
|
34
|
%
|
|
|
$
|
52,595
|
|
|
34
|
%
|
|
$
|
76,831
|
|
|
34
|
%
|
International rental tools
|
22,155
|
|
|
14
|
%
|
|
|
21,109
|
|
|
13
|
%
|
|
37,412
|
|
|
16
|
%
|
|||
Total rental tools services
|
75,091
|
|
|
48
|
%
|
|
|
73,704
|
|
|
47
|
%
|
|
114,243
|
|
|
50
|
%
|
|||
U.S. (lower 48) drilling
|
12,479
|
|
|
8
|
%
|
|
|
6,627
|
|
|
4
|
%
|
|
4,637
|
|
|
2
|
%
|
|||
International & Alaska drilling
|
68,461
|
|
|
44
|
%
|
|
|
77,066
|
|
|
49
|
%
|
|
109,398
|
|
|
48
|
%
|
|||
Total drilling services
|
80,940
|
|
|
52
|
%
|
|
|
83,693
|
|
|
53
|
%
|
|
114,035
|
|
|
50
|
%
|
|||
Total revenues
|
156,031
|
|
|
100
|
%
|
|
|
157,397
|
|
|
100
|
%
|
|
228,278
|
|
|
100
|
%
|
|||
Operating gross margin (loss) excluding depreciation and amortization: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. rental tools
|
27,669
|
|
|
52
|
%
|
|
|
29,004
|
|
|
55
|
%
|
|
38,567
|
|
|
50
|
%
|
|||
International rental tools
|
2,931
|
|
|
13
|
%
|
|
|
534
|
|
|
3
|
%
|
|
951
|
|
|
3
|
%
|
|||
Total rental tools services
|
30,600
|
|
|
41
|
%
|
|
|
29,538
|
|
|
40
|
%
|
|
39,518
|
|
|
35
|
%
|
|||
U.S. (lower 48) drilling
|
2,556
|
|
|
20
|
%
|
|
|
(700
|
)
|
|
(11
|
)%
|
|
(4,102
|
)
|
|
(88
|
)%
|
|||
International & Alaska drilling
|
10,226
|
|
|
15
|
%
|
|
|
7,688
|
|
|
10
|
%
|
|
9,694
|
|
|
9
|
%
|
|||
Total drilling services
|
12,782
|
|
|
16
|
%
|
|
|
6,988
|
|
|
8
|
%
|
|
5,592
|
|
|
5
|
%
|
|||
Total operating gross margin (loss) excluding depreciation and amortization
|
43,382
|
|
|
28
|
%
|
|
|
36,526
|
|
|
23
|
%
|
|
45,110
|
|
|
20
|
%
|
|||
Depreciation and amortization
|
(20,391
|
)
|
|
|
|
|
(25,102
|
)
|
|
|
|
(55,685
|
)
|
|
|
||||||
Total operating gross margin (loss)
|
22,991
|
|
|
|
|
|
11,424
|
|
|
|
|
(10,575
|
)
|
|
|
||||||
General and administrative expense
|
(5,610
|
)
|
|
|
|
|
(8,147
|
)
|
|
|
|
(14,489
|
)
|
|
|
||||||
Gain (loss) on disposition of assets, net
|
(53
|
)
|
|
|
|
|
384
|
|
|
|
|
(135
|
)
|
|
|
||||||
Reorganization items
|
(962
|
)
|
|
|
|
|
(92,977
|
)
|
|
|
|
—
|
|
|
|
||||||
Total operating income (loss)
|
$
|
16,366
|
|
|
|
|
|
$
|
(89,316
|
)
|
|
|
|
$
|
(25,199
|
)
|
|
|
(1)
|
Percentage amounts are calculated by dividing the operating gross margin (loss) excluding depreciation and amortization by revenue for the respective segment and business lines.
|
Dollars in Thousands
|
U.S. Rental
Tools |
|
International Rental Tools
|
|
U.S.
(Lower 48) Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Three months ended June 30, 2019 (Successor)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss) (1) (Successor)
|
$
|
17,871
|
|
|
$
|
701
|
|
|
$
|
980
|
|
|
$
|
3,439
|
|
|
$
|
22,991
|
|
Depreciation and amortization (Successor)
|
9,798
|
|
|
2,230
|
|
|
1,576
|
|
|
6,787
|
|
|
20,391
|
|
|||||
Operating gross margin (loss) excluding depreciation and amortization (Successor)
|
$
|
27,669
|
|
|
$
|
2,931
|
|
|
$
|
2,556
|
|
|
$
|
10,226
|
|
|
$
|
43,382
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollars in Thousands
|
U.S. Rental
Tools |
|
International Rental Tools
|
|
U.S.
(Lower 48) Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Three months ended March 31, 2019 (Predecessor)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss) (1) (Predecessor)
|
17,289
|
|
|
(3,581
|
)
|
|
(1,508
|
)
|
|
(776
|
)
|
|
$
|
11,424
|
|
||||
Depreciation and amortization (Predecessor)
|
11,715
|
|
|
4,115
|
|
|
808
|
|
|
8,464
|
|
|
$
|
25,102
|
|
||||
Operating gross margin (loss) excluding depreciation and amortization (Predecessor)
|
$
|
29,004
|
|
|
$
|
534
|
|
|
$
|
(700
|
)
|
|
$
|
7,688
|
|
|
$
|
36,526
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollars in Thousands
|
U.S. Rental
Tools |
|
International Rental Tools
|
|
U.S.
(Lower 48) Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Six months ended June 30, 2018 (Predecessor)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (loss) (1) (Predecessor)
|
$
|
15,530
|
|
|
$
|
(7,907
|
)
|
|
$
|
(9,041
|
)
|
|
$
|
(9,157
|
)
|
|
$
|
(10,575
|
)
|
Depreciation and amortization (Predecessor)
|
23,037
|
|
|
8,858
|
|
|
4,939
|
|
|
18,851
|
|
|
$
|
55,685
|
|
||||
Operating gross margin (loss) excluding depreciation and amortization (Predecessor)
|
$
|
38,567
|
|
|
$
|
951
|
|
|
$
|
(4,102
|
)
|
|
$
|
9,694
|
|
|
$
|
45,110
|
|
(1)
|
Operating gross margin (loss) is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
|||
|
2019
|
|
|
2019
|
|
2018
|
|||
U.S. (lower 48) drilling
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
10
|
|
|
|
13
|
|
|
13
|
|
Utilization rate of rigs available for service (2)
|
16
|
%
|
|
|
4
|
%
|
|
9
|
%
|
International & Alaska drilling
|
|
|
|
|
|
|
|||
Eastern hemisphere
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
10
|
|
|
|
10
|
|
|
12
|
|
Utilization rate of rigs available for service (2)
|
50
|
%
|
|
|
50
|
%
|
|
43
|
%
|
Latin America region
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
7
|
|
|
|
7
|
|
|
7
|
|
Utilization rate of rigs available for service (2)
|
41
|
%
|
|
|
29
|
%
|
|
14
|
%
|
Alaska
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
2
|
|
|
|
2
|
|
|
2
|
|
Utilization rate of rigs available for service (2)
|
50
|
%
|
|
|
50
|
%
|
|
50
|
%
|
Total International & Alaska drilling
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
19
|
|
|
|
19
|
|
|
21
|
|
Utilization rate of rigs available for service (2)
|
47
|
%
|
|
|
42
|
%
|
|
33
|
%
|
(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.
|
|
Successor
|
||
Dollars in thousands
|
June 30, 2019
|
||
Cash and cash equivalents on hand (1)
|
$
|
139,099
|
|
Restricted cash (2)
|
2,024
|
|
|
Availability under Credit Facility (3)
|
24,798
|
|
|
Total liquidity
|
$
|
165,921
|
|
(1)
|
As of June 30, 2019, approximately $41.3 million of the $139.1 million of cash and cash equivalents was held by our foreign subsidiaries.
|
(2)
|
The restricted cash was returned to cash and cash equivalents in August 2019 due to lower than expected payments for pre-emergence bankruptcy professional fees.
|
(3)
|
As of June 30, 2019, the borrowing base under the Credit Facility was $88.3 million, allowing full access to the $50.0 million in aggregate commitments, which was further reduced by $15.0 million of restricted availability due to the minimum liquidity covenant and $10.2 million in supporting letters of credit outstanding, resulting in availability under the Credit Facility of $24.8 million.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended June 30,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Operating activities
|
$
|
16,941
|
|
|
|
$
|
14,914
|
|
|
$
|
8,031
|
|
Investing activities
|
(24,828
|
)
|
|
|
(9,130
|
)
|
|
(31,698
|
)
|
|||
Financing activities
|
(275
|
)
|
|
|
84,510
|
|
|
(3,423
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
(8,162
|
)
|
|
|
$
|
90,294
|
|
|
$
|
(27,090
|
)
|
•
|
LIBOR plus an applicable margin that varies from 2.25 percent to 2.75 percent per annum or
|
•
|
a base rate plus an applicable margin that varies from 1.25 percent to 1.75 percent per annum.
|
•
|
key suppliers, vendors or other contract counterparties may terminate their relationships with us or require additional financial assurances or enhanced performance from us;
|
•
|
our ability to renew existing contracts and compete for new business may be adversely affected;
|
•
|
our ability to attract, motivate and/or retain key executives may be adversely affected; and
|
•
|
competitors may take business away from us, and our ability to attract and retain customers may be negatively impacted.
|
Exhibit
Number
|
|
|
|
Description
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
101.INS
|
|
—
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
101.SCH
|
|
—
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
|
|
101.CAL
|
|
—
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
|
|
101.LAB
|
|
—
|
|
XBRL Label Linkbase Document.
|
|
|
|
|
|
101.PRE
|
|
—
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
|
|
101.DEF
|
|
—
|
|
XBRL Definition Linkbase Document.
|
|
|
|
|
|
|
|
PARKER DRILLING COMPANY
|
||
|
|
|
|
|
Date:
|
August 6, 2019
|
By:
|
|
/s/ Gary G. Rich
|
|
|
|
|
Gary G. Rich
President and Chief Executive Officer
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael W. Sumruld
|
|
|
|
|
Michael W. Sumruld
Senior Vice President and Chief Financial Officer |
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2019, 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
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2019, 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/ Michael W. Sumruld
|
Michael W. Sumruld
Senior Vice President and Chief Financial Officer |
1.
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the Report) fully complies with the requirements of section 13(a) or 15(d) 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 results of operations of the Company.
|
/s/ Gary G. Rich
|
Gary G. Rich
President and Chief Executive Officer
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the Report) fully complies with the requirements of section 13(a) or 15(d) 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 results of operations of the Company.
|
/s/ Michael W. Sumruld
|
Michael W. Sumruld
Senior Vice President and Chief Financial Officer |