þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 73-0618660 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting Company o |
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Part II. | ||||||||
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Officer Certifications |
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EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
2
June 30, | December 31, | |||||||
2009 | 2008 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 94,583 | $ | 172,298 | ||||
Accounts and notes receivable, net |
189,228 | 186,164 | ||||||
Rig materials and supplies |
28,551 | 30,241 | ||||||
Deferred costs |
6,472 | 7,804 | ||||||
Deferred income taxes |
9,735 | 9,735 | ||||||
Other tax assets |
32,957 | 40,924 | ||||||
Other current assets |
38,577 | 26,125 | ||||||
Total current assets |
400,103 | 473,291 | ||||||
Property, plant and equipment less
accumulated depreciation of $763,155
at June 30, 2009 and $712,688 at December 31, 2008 |
710,843 | 675,548 | ||||||
Deferred income taxes |
27,991 | 22,956 | ||||||
Other noncurrent assets |
33,765 | 33,925 | ||||||
Total assets |
$ | 1,172,702 | $ | 1,205,720 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 12,000 | $ | 6,000 | ||||
Accounts payable and accrued liabilities |
116,106 | 140,398 | ||||||
Accrued income taxes |
10,614 | 12,130 | ||||||
Total current liabilities |
138,720 | 158,528 | ||||||
Long-term debt |
415,558 | 435,394 | ||||||
Other long-term liabilities |
18,853 | 21,396 | ||||||
Long-term deferred tax liability |
8,192 | 8,230 | ||||||
Contingencies (Note 10) |
| | ||||||
Stockholders equity: |
||||||||
Noncontolling interest |
| | ||||||
Common stock |
19,347 | 18,910 | ||||||
Capital in excess of par value |
621,834 | 619,561 | ||||||
Accumulated deficit |
(49,802 | ) | (56,299 | ) | ||||
Total stockholders equity |
591,379 | 582,172 | ||||||
Total liabilities and stockholders equity |
$ | 1,172,702 | $ | 1,205,720 | ||||
3
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenues: |
||||||||||||||||
International Drilling |
$ | 79,279 | $ | 77,919 | $ | 156,660 | $ | 146,659 | ||||||||
U.S. Drilling |
12,889 | 49,368 | 22,745 | 95,256 | ||||||||||||
Project Management and Engineering Services |
23,891 | 28,951 | 55,945 | 48,130 | ||||||||||||
Construction Contract |
77,572 | 20,080 | 94,317 | 20,080 | ||||||||||||
Rental Tools |
28,160 | 40,412 | 66,049 | 79,883 | ||||||||||||
Total revenues |
221,791 | 216,730 | 395,716 | 390,008 | ||||||||||||
Operating expenses: |
||||||||||||||||
International Drilling |
48,887 | 56,612 | 98,664 | 109,233 | ||||||||||||
U.S. Drilling |
11,628 | 22,130 | 24,764 | 43,652 | ||||||||||||
Project Management and Engineering Services |
18,283 | 24,707 | 44,177 | 40,368 | ||||||||||||
Construction Contract |
74,000 | 19,050 | 89,914 | 19,050 | ||||||||||||
Rental Tools |
12,752 | 16,030 | 29,206 | 31,848 | ||||||||||||
Depreciation and amortization |
28,951 | 28,166 | 56,075 | 54,332 | ||||||||||||
Total operating expenses |
194,501 | 166,695 | 342,800 | 298,483 | ||||||||||||
Total operating gross margin |
27,290 | 50,035 | 52,916 | 91,525 | ||||||||||||
General and administration expense |
(11,126 | ) | (8,481 | ) | (24,186 | ) | (15,149 | ) | ||||||||
Provision for reduction in carrying value of certain assets |
| | | | ||||||||||||
Gain on disposition of assets, net |
704 | 636 | 782 | 1,215 | ||||||||||||
Total operating income |
16,868 | 42,190 | 29,512 | 77,591 | ||||||||||||
Other income and (expense): |
||||||||||||||||
Interest expense |
(7,504 | ) | (7,045 | ) | (15,570 | ) | (13,882 | ) | ||||||||
Interest income |
174 | 370 | 460 | 738 | ||||||||||||
Equity in loss of unconsolidated joint venture and
related charges, net of tax |
| | | (1,105 | ) | |||||||||||
Other |
(68 | ) | 144 | (80 | ) | 204 | ||||||||||
Total other income and (expense) |
(7,398 | ) | (6,531 | ) | (15,190 | ) | (14,045 | ) | ||||||||
Income before income taxes |
9,470 | 35,659 | 14,322 | 63,546 | ||||||||||||
Income tax (benefit) expense: |
||||||||||||||||
Current |
6,161 | 9,488 | 12,899 | (1,155 | ) | |||||||||||
Deferred |
(1,082 | ) | 4,274 | (5,074 | ) | 19,602 | ||||||||||
Total income tax expense |
5,079 | 13,762 | 7,825 | 18,447 | ||||||||||||
Net income |
4,391 | 21,897 | 6,497 | 45,099 | ||||||||||||
Net income attributable to noncontrolling interest |
| | | | ||||||||||||
Net income attributable to Parker Drilling |
$ | 4,391 | $ | 21,897 | $ | 6,497 | $ | 45,099 | ||||||||
Basic earnings per share: |
||||||||||||||||
Net income |
$ | 0.04 | $ | 0.20 | $ | 0.06 | $ | 0.41 | ||||||||
Diluted earnings per share: |
||||||||||||||||
Net income |
$ | 0.04 | $ | 0.19 | $ | 0.06 | $ | 0.40 | ||||||||
Number of common shares used in computing earnings per
share |
||||||||||||||||
Basic |
113,180,858 | 111,422,969 | 112,723,230 | 110,984,640 | ||||||||||||
Diluted |
114,757,123 | 112,495,655 | 114,107,675 | 112,023,524 |
4
Six Months Ended June 30, | ||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 6,497 | $ | 45,099 | ||||
Adjustments to reconcile net income to
net cash provided by operating activities: |
||||||||
Depreciation and amortization |
56,075 | 54,332 | ||||||
Gain on disposition of assets |
(782 | ) | (1,215 | ) | ||||
Equity loss in unconsolidated joint venture and related charges, net of tax |
| 1,105 | ||||||
Deferred income tax expense |
(5,074 | ) | 19,602 | |||||
Expenses not requiring cash |
5,947 | 5,929 | ||||||
Change in accounts receivable |
(809 | ) | (10,377 | ) | ||||
Change in other assets |
(2,247 | ) | (4,393 | ) | ||||
Change in liabilities |
(26,582 | ) | (30,705 | ) | ||||
Net cash
provided by operating activities |
33,025 | 79,377 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(93,978 | ) | (89,531 | ) | ||||
Proceeds from the sale of assets |
950 | 2,487 | ||||||
Proceeds from insurance settlements |
| 951 | ||||||
Investment in unconsolidated joint venture |
| (5,000 | ) | |||||
Net cash used in investing activities |
(93,028 | ) | (91,093 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from draw on term note facility |
| 35,000 | ||||||
Proceeds from draw on revolver credit facility |
4,000 | 15,000 | ||||||
Paydown on revolver credit facility |
(20,000 | ) | (35,000 | ) | ||||
Proceeds from stock options exercised |
101 | 1,861 | ||||||
Excess tax cost from stock based compensation |
(1,813 | ) | 380 | |||||
Net cash
provided (used) by financing activities |
(17,712 | ) | 17,241 | |||||
Net decrease in cash and cash equivalents |
(77,715 | ) | 5,525 | |||||
Cash and cash equivalents at beginning of year |
172,298 | 60,124 | ||||||
Cash and cash equivalents at end of period |
$ | 94,583 | $ | 65,649 | ||||
Supplemental cash flow information: |
||||||||
Interest paid |
$ | 15,038 | $ | 13,917 | ||||
Income taxes paid |
$ | 13,295 | $ | 24,489 |
5
1. | General In the opinion of the management of Parker Drilling Company, the accompanying unaudited consolidated condensed financial statements reflect all adjustments (of a normally recurring nature) which are necessary for a fair presentation of (1) the financial position as of June 30, 2009 and December 31, 2008, (2) the results of operations for the three and six months ended June 30, 2009 and 2008, and (3) cash flows for the six months ended June 30, 2009 and 2008. Results for the six months ended June 30, 2009 are not necessarily indicative of the results that will be realized for the year ending December 31, 2009. The financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008. | |
Stock-Based Compensation Total stock-based compensation expense recognized under SFAS No. 123R for the three and six month periods ended June 30, 2009 and for the three and six month periods ended June 30, 2008 was $1.0 million and $2.8 million and $1.9 million and $3.9 million, respectively, all of which was related to restricted stock plan expense. Stock-based compensation expense is included in our consolidated condensed income statement in both General and administration expense and operating expense. There were no unvested stock options at June 30, 2009. The Company had 245,300 outstanding and exercisable stock options as of June 30, 2009, the aggregate intrinsic value of which was negligible, with a weighted average exercise price of $2.99. Unvested restricted stock awards at December 31, 2008 and June 30, 2009 were 1,458,716 shares and 2,616,828 shares, respectively. Total unrecognized compensation cost related to unamortized restricted stock awards was $3.8 million as of December 31, 2008 and $3.6 million as of June 30, 2009. The remaining unrecognized compensation cost related to unamortized restricted stock awards will be amortized over a weighted-average vesting period of approximately one year. | ||
For the six months ended June 30, 2009, the restricted stock vestings resulted in a tax benefit that was less than the deferred tax asset previously recognized. As a result, a shortfall of $1.8 million for the six months was offset against additional paid in capital in accordance with SFAS 123R. | ||
Convertible Senior Notes, including call options and warrants In May 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Accounting Principles Board (APB) 14-1, Accounting for Convertible Debt Instruments that May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), (FSP APB 14-1). The FSP requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement), commonly referred to as Instrument C under EITF issue No. 90-19, Convertible Bonds With Issuer Options to Settle for Cash upon Conversion, be separated to account for the fair value of the debt and equity components as of the date of issuance to reflect the issuers non-convertible debt borrowing rate. The FSP is effective for financial periods beginning after December 15, 2008 and is applied retrospectively to all periods presented (retroactive restatement) pursuant to the guidance in SFAS 154, Accounting Changes and Error Corrections. | ||
The adoption of the FSP on January 1, 2009 impacted the treatment of the Companys 2.125 percent convertible senior notes due 2012, by reclassifying a portion of the convertible note balances to additional paid in capital for the estimated fair value of the conversion feature at the date of issuance and creating a discount on the convertible notes that will be amortized through interest expense over the life of the convertible notes. The Companys non-convertible debt borrowing rate at the date of issuance (July 2007) was 7.25 percent and, accordingly, adoption of the FSP resulted in a significant increase in interest expense, and reduced net income and basic earnings per share in the Companys consolidated condensed financial statements. Upon adoption, the Company restated its Accumulated deficit balance by approximately $6.8 million to reflect the additional interest expense from issuance on July 5, 2007 through December 31, 2008 and reduced Convertible senior notes by $19.7 million, reflecting the issuance of the notes at a discount and including amortization of the discount from the transaction date through the adoption date. The Companys Paid in capital balance increased by $26.5 million, reflecting the equity portion of the initial transaction. A deferred tax asset provision of $10.6 million was also established upon initial adoption of the FSP with a corresponding reduction in Paid in capital. This provision was then reduced by $2.7 million with the offset to Accumulated deficit to reflect the benefit associated with the additional interest recorded from July 2007 to December 31, 2008. See the tables below for changes to the relevant 2008 financials. |
6
1. | General (continued) | |
Balance Sheet |
Restated | ||||||||||||
(In thousands) | December 31, 2008 | Adjustments | December 31, 2008 | |||||||||
ASSETS |
||||||||||||
Deferred income taxes |
30,867 | (7,911 | ) | 22,956 | ||||||||
Total assets |
$ | 1,213,631 | $ | 1,205,720 | ||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
Long-term debt |
455,073 | (19,679 | ) | 435,394 | ||||||||
Capital in excess of par |
603,731 | 15,830 | 619,561 | |||||||||
Accumulated deficit |
(52,237 | ) | (4,062 | ) | (56,299 | ) | ||||||
Total liabilities and stockholders equity |
$ | 1,213,631 | $ | 1,205,720 | ||||||||
Restated | ||||||||||||
Three months ended | Three months ended | |||||||||||
(In thousands) | June 30, 2008 | Adjustments | June 30, 2008 | |||||||||
Other income and (expense): |
||||||||||||
Interest expense |
(5,876 | ) | (1,169 | ) | (7,045 | ) | ||||||
Income tax (benefit) expense: |
||||||||||||
Deferred |
4,744 | (470 | ) | 4,274 | ||||||||
Net income |
$ | 22,596 | $ | 21,897 | ||||||||
Restated | ||||||||||||
Six months ended | Six months ended | |||||||||||
June 30, 2008 | Adjustments | June 30, 2008 | ||||||||||
Other income and (expense): |
||||||||||||
Interest expense |
(11,566 | ) | (2,316 | ) | (13,882 | ) | ||||||
Income tax (benefit) expense: |
||||||||||||
Deferred |
20,533 | (931 | ) | 19,602 | ||||||||
Net income |
$ | 46,484 | $ | 45,099 | ||||||||
7
1. | General (continued) | |
The maturity date of the notes (July 15, 2012) is the expected life of the liability due to the current market value of the Companys stock which is significantly lower than the note conversion price of $13.85 per share. The 7.25 percent cost of non-convertible debt was calculated for use in our decision model at the time that the convertible notes were issued in July 2007. Using 7.25 percent, the fair value of the notes was calculated to be $98.5 million and the discount on the notes $26.5 million. Interest expense for the second quarter and first six months of 2009 was increased by $1.3 million and $2.5 million, respectively to reflect the fair value increment calculated as the amortization of the debt discount, using the effective interest rate method. In addition, $0.7 million of interest expense was recognized during the current quarter for the contractual interest coupon on these convertible notes. | ||
Property, Plant and Equipment - In the first quarter 2009, we implemented a change in accounting estimate to more accurately reflect the useful life of some of the long-lived assets in our U.S. Drilling and International Drilling segments. This resulted in an approximate $8.0 million reduction in depreciation expense in the first six months of 2009. We extended the useful lives of these long-lived assets based on our review of their service lives, technological improvements in the asset, and recent changes to our refurbishment and maintenance practices which helped to extend the lives. | ||
Non-Controlling Interest In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidating Financial Statements (SFAS No. 160). SFAS No. 160 provides enhanced guidance related to the disclosure of information regarding noncontrolling interests in a subsidiary and their effect on the company. This Statement, together with the International Accounting Standards Boards (IASB) International Accounting Standards 27, Consolidated and Separate Financial Statements, (IAS No. 27) concludes a joint effort by the FASB and IASB to improve the accounting for and reporting of noncontrolling interests in consolidated financial statements and promotes international convergence of accounting standards. For the Company, SFAS No. 160 is effective January 1, 2009. The Company did not apply the disclosure provisions of SFAS No. 160 as the information regarding noncontrolling interests in a subsidiary is immaterial to the consolidated condensed financial statements. | ||
Construction Contract Historically the Company has primarily constructed drilling rigs for its own use. In some instances, however, the Company enters into contracts to design, construct, deliver and commission a rig for a major customer. In 2008, we were awarded a cost reimbursable, fixed fee contract to construct, deliver and commission a rig for extended-reach drilling work in Alaska. Total cost of the construction phase is currently expected to be approximately $215.0 million. The Company recognizes revenues received and costs incurred related to its construction contract on a gross basis and income for the related fees on a percentage of completion basis using the cost-to-cost method. Construction costs in excess of funds received from the customer are accumulated and reported as part of other current assets. At June 30, 2009, a net asset (progress payments less construction costs) of $12.2 million is included in other current assets. | ||
Cash and Cash Equivalents For purposes of the balance sheet and the statement of cash flows, the Company considers cash equivalents to be all highly liquid investment instruments that have a remaining maturity of three months or less at the date of purchase. | ||
Subsequent Events In preparing these financial statements, we have evaluated subsequent events through August 7, 2009, which is the date the financial statements are being issued. |
8
2. | Earnings Per Share (EPS) |
Three Months Ended June 30, 2009 | ||||||||||||
Income | Shares | Per-Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
Basic EPS: |
||||||||||||
Net income |
$ | 4,391,000 | 113,180,858 | $ | 0.04 | |||||||
Effect of dilutive securities: |
||||||||||||
Stock options and restricted stock |
1,576,265 | $ | | |||||||||
Diluted EPS: |
||||||||||||
Net income |
$ | 4,391,000 | 114,757,123 | $ | 0.04 | |||||||
Six Months Ended June 30, 2009 | ||||||||||||
Income | Shares | Per-Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
Basic EPS: |
||||||||||||
Net income |
$ | 6,497,000 | 112,723,230 | $ | 0.06 | |||||||
Effect of dilutive securities: |
||||||||||||
Stock options and restricted stock |
1,384,445 | $ | | |||||||||
Diluted EPS: |
||||||||||||
Net income |
$ | 6,497,000 | 114,107,675 | $ | 0.06 | |||||||
Three Months Ended June 30, 2008 | ||||||||||||
Income | Shares | Per-Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
Basic EPS: |
||||||||||||
Net income |
$ | 21,897,000 | 111,422,969 | $ | 0.20 | |||||||
Effect of dilutive securities: |
||||||||||||
Stock options and restricted stock |
1,072,686 | $ | (0.01 | ) | ||||||||
Diluted EPS: |
||||||||||||
Net income |
$ | 21,897,000 | 112,495,655 | $ | 0.19 | |||||||
Six Months Ended June 30, 2008 | ||||||||||||
Income | Shares | Per-Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
Basic EPS: |
||||||||||||
Net income |
$ | 45,099,000 | 110,984,640 | $ | 0.41 | |||||||
Effect of dilutive securities: |
||||||||||||
Stock options and restricted stock |
1,038,884 | $ | (0.01 | ) | ||||||||
Diluted EPS: |
||||||||||||
Net income |
$ | 45,099,000 | 112,023,524 | $ | 0.40 | |||||||
9
2. | Earnings Per Share (EPS) (continued) | |
All stock options outstanding during the three and six months ended June 30, 2008, were included in the computation of diluted EPS as the options exercise prices were less than the average market price of the common shares. Options to purchase 90,300 shares of common stock with exercise prices ranging from $3.78 to $4.20 per share were outstanding during the three months ended June 30, 2009, and options to purchase 105,300 shares of common stock with exercise prices ranging from $3.34 to $4.20 were outstanding during the six months ended June 30, 2009, but were not included in the computation of diluted EPS because the options exercise prices were greater than the average market price of the common shares and would have been anti-dilutive. | ||
3. | Business Segments The five primary services we provide are as follows: International Drilling, U.S. Drilling, Project Management and Engineering Services, Construction Contract and Rental Tools. In the first quarter of 2008, the Company created the Project Management and Engineering Services segment by combining our labor, operations and maintenance and engineering services contracts which had been previously reported in our U.S. Drilling or International Drilling segments. The segment was created in anticipation of the significant expansion of these projects and services and senior managements resultant separate performance assessment and resource allocation for this segment. This segments operations, unlike our U.S. and International Drilling and Rental Tools operations, generally require little or no capital expenditures, and therefore have different performance assessment and resource needs. The Company anticipates further growth of this segment of our business and reviews and assesses its performance separately. In the second quarter of 2008, the Company created the Construction Contract segment to reflect the Companys Engineering, Procurement, Construction and Installation contract (EPCI). The Construction Contract segment income (fees) is accounted for on a percentage of completion basis using the cost-to-cost method. Revenues received and costs incurred related to the contract are recorded on a gross basis. |
10
3. | Business Segments (continued) | |
Information regarding our operations by industry segment for the three and six months ended June 30, 2009 and 2008 is as follows: |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Revenues: |
||||||||||||||||
International Drilling |
$ | 79,279 | $ | 77,919 | $ | 156,660 | $ | 146,659 | ||||||||
U.S. Drilling |
12,889 | 49,368 | 22,745 | 95,256 | ||||||||||||
Project Management and Engineering Services |
23,891 | 28,951 | 55,945 | 48,130 | ||||||||||||
Construction Contract |
77,572 | 20,080 | 94,317 | 20,080 | ||||||||||||
Rental Tools |
28,160 | 40,412 | 66,049 | 79,883 | ||||||||||||
Total revenues |
$ | 221,791 | $ | 216,730 | $ | 395,716 | $ | 390,008 | ||||||||
Operating gross margin: |
||||||||||||||||
International Drilling |
$ | 17,163 | $ | 9,029 | $ | 33,075 | $ | 14,788 | ||||||||
U.S. Drilling |
(5,781 | ) | 18,636 | (16,239 | ) | 34,309 | ||||||||||
Project Management and Engineering Services |
5,608 | 4,244 | 11,768 | 7,762 | ||||||||||||
Construction Contract |
3,572 | 1,030 | 4,403 | 1,030 | ||||||||||||
Rental Tools |
6,728 | 17,096 | 19,909 | 33,636 | ||||||||||||
Total operating gross margin |
27,290 | 50,035 | 52,916 | 91,525 | ||||||||||||
General and administration expense |
(11,126 | ) | (8,481 | ) | (24,186 | ) | (15,149 | ) | ||||||||
Gain on disposition of assets, net |
704 | 636 | 782 | 1,215 | ||||||||||||
Total operating income |
16,868 | 42,190 | 29,512 | 77,591 | ||||||||||||
Interest expense |
(7,504 | ) | (7,045 | ) | (15,570 | ) | (13,882 | ) | ||||||||
Other |
106 | 514 | 380 | (163 | ) | |||||||||||
Income before income taxes |
$ | 9,470 | $ | 35,659 | $ | 14,322 | $ | 63,546 | ||||||||
4. | Disposition of Assets Asset dispositions in the first six months of 2008 included the sale of Rig 206 in Indonesia, which we sold at our net book value, and miscellaneous equipment that resulted in a recognized gain of $1.2 million. In the first six months of 2009 asset dispositions consisted primarily of the sale of miscellaneous equipment, resulting in a recognized gain of $0.8 million. |
5. | Accounting for Uncertainty in Income Taxes FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. During March 2008, the Company resolved the pending tax case with the Kazakhstan Ministry of Finance by paying the reduced interest assessment related to tax payments made in 2007 (see Note 8 - Kazakhstan Tax Case), and we accordingly reduced the previously recorded accruals based on the final resolution of this matter. During 2009, the Company recognized $0.7 million of expense related to certain intercompany transactions between our U.S. companies and foreign affiliates. As of June 30, 2009, the Company had a remaining liability for unrecognized tax benefits of $12.3 million primarily related to foreign operations. |
6. | Income Tax Expense Income tax expense was $5.1 million for the second quarter of 2009. |
11
7. | Saudi Arabia Joint Venture On April 9, 2008, a subsidiary of Parker executed an agreement (Sale Agreement) to sell its 50 percent share interest in Al-Rushaid Parker Drilling Co. Ltd. (ARPD) to an affiliate of the Al Rushaid subsidiary that owned the remaining 50 percent interest. The terms of the Sale Agreement provided for a $2.0 million payment to Parkers subsidiary as consideration for the 50 percent share interest of the Parker subsidiary and partial repayment of investments and advances of the Parker subsidiary to ARPD, including a $5.0 million advance in January 2008. During the first quarter of 2008, the Parker subsidiary made the decision to terminate any future funding to ARPD, and accordingly, the Company did not record equity in losses of ARPD in the first quarter of 2008. We recognized a $1.1 million loss, net of income taxes, in the first quarter of 2008 primarily as a result of nonrecoverable costs, as per the terms of the Sale Agreement, incurred by the Parker affiliate to support ARPD operations during the current quarter. The Parker subsidiary received the $2.0 million on April 15, 2008 in full settlement of the Companys investment in and advances to ARPD. | |
The agreement also provides that the Parker subsidiary and its affiliates has been indemnified by ARPD for any and all claims arising out of or related to the operations of ARPD, and there are no restrictions on Parker or any of its affiliates with regard to competing with ARPD in the future, including in Saudi Arabia. |
8. | Kazakhstan Tax Case On October 12, 2005, the Kazakhstan Branch (PKD Kazakhstan) of Parker Drillings subsidiary, Parker Drilling Company International Limited (PDCIL), received an Act of Tax Audit from the Ministry of Finance of Kazakhstan (MinFin) assessing PKD Kazakhstan an amount of KZT (Kazakhstan Tenge) 14.9 billion (approximately $125.8 million). Approximately KZT7.5 billion or $63.3 million was assessed for import Value Added Tax (VAT), administrative fines and interest on equipment imported to perform the drilling contracts (the VAT Assessment) and approximately KZT7.4 billion or $62.5 million for corporate income tax, individual income tax and social tax, administrative fines and interest in connection with the reimbursements received by PDCIL from a client for the upgrade of Barge Rig 257 and other issues related to PKD Kazakhstans operations in the Republic of Kazakhstan (the Income Tax Assessment). | |
On May 24, 2006, the Supreme Court of the Republic of Kazakhstan (SCK) issued a decision upholding the VAT Assessment. Consistent with its contractual obligations, on November 20, 2006, the client advanced the actual amount of the VAT Assessment and this amount has been remitted to MinFin. The administrative fines related to the VAT Assessment are being appealed by the client who is contractually responsible to reimburse PKD Kazakhstan for any administrative fines ultimately assessed. The client has also contractually agreed to reimburse PKD Kazakhstan for any incremental income taxes that PKD Kazakhstan incurs from the reimbursement of this VAT Assessment. As of June 30, 2009 the appeal of the administrative fines was still being pursued by the client. | ||
After multiple appeals to the SCK and two meetings of the U.S. Competent Authorities under the Mutual Agreement Procedure of the U.S.- Kazakhstan Tax Treaty, the SCK ultimately upheld the Income Tax Assessment and on December 12, 2007, PKD Kazakhstan paid the principal tax portion of the Income Tax Assessment, net of estimated taxes previously paid. After a further appeal against the interest portion of the notice of assessment, on February 25, 2008, the Atyrau Economic Court issued a ruling that interest on the income tax assessed should accrue from the October 12, 2005 assessment date as opposed to the original assessment in 2001, which resulted in a revised interest assessment by the Atyrau Tax Committee of approximately US$13 million, which was paid by PKD Kazakhstan on March 14, 2008, in final resolution of this matter. |
12
9. | Long-Term Debt |
June 30, | December 31 | |||||||
2009 | 2008 | |||||||
(Dollars in Thousands) | ||||||||
Convertible Senior Notes payable in July 2012 with interest
at 2.125% payable semi-annually in January and July, net of
unamortized discount of $17,192 at June 30, 2009 and
$19,679 at December 31, 2008. |
$ | 107,808 | $ | 105,321 | ||||
Senior Notes payable in October 2013 with interest
at 9.625% payable semi-annually in April and October
net of unamortized premium of $2,750 at June 30, 2009
and $3,073 at December 31, 2008. |
227,750 | 228,073 | ||||||
Term Note with amortization beginning September 30, 2009
at equal installments of $3.0 million per quarter. |
50,000 | 50,000 | ||||||
Revolving Credit Facility with interest at prime, plus an applicable
margin or LIBOR, plus an applicable margin. |
42,000 | 58,000 | ||||||
Total debt |
427,558 | 441,394 | ||||||
Less current portion |
12,000 | 6,000 | ||||||
Total long-term debt |
$ | 415,558 | $ | 435,394 | ||||
13
9. | Long-Term Debt (continued) | |
The 2008 Credit Facility is available for general corporate purposes and to fund reimbursement obligations under letters of credit the banks issue on our behalf pursuant to this facility. Revolving loans are available under the 2008 Credit Facility subject to a borrowing base calculation based on a percentage of eligible accounts receivable, certain specified barge drilling rigs and eligible rental equipment of the Company and its subsidiary guarantors. As of June 30, 2009, there were $17.7 million in letters of credit outstanding, $50.0 million outstanding on the Term Loan Facility and $42.0 million outstanding on the Revolving Credit Facility. As of June 30, 2009, the amount drawn represents 75 percent of the capacity of the Revolving Credit Facility. The Term Loan will begin amortizing on September 30, 2009 at equal installments of $3.0 million per quarter. On January 30, 2009, Lehman Commercial Paper, Inc. assigned its obligations under the 2008 Credit Facility to Trustmark National Bank. Upon assignment, Trustmark National Bank fully funded Lehman Commercial Paper, Inc.s commitment, including an additional $4.0 million that Lehman Commercial Paper, Inc. did not fund in October 2008, therefore increasing our borrowings under the Revolving Credit Facility to $62.0 million at that time. The Company expects to use the drawn amounts over the next twelve months to fund construction of two new rigs for work in Alaska. As of June 30, 2009, the Company is in compliance with all covenants. | ||
The estimated fair value of our $225.0 million principal amount of 9.625% Senior Notes due 2013, based on quoted market prices, was $211.5 million at June 30, 2009. The estimated fair value of our $125.0 million principal amount of Convertible Senior Notes due 2012 was $96.0 million on June 30, 2009. | ||
10. | Contingencies | |
Bangladesh Claim | ||
In September 2005, a subsidiary of the Company was served with a lawsuit filed in the 152nd District Court of Harris County State of Texas on behalf of numerous citizens of Bangladesh claiming $250 million in damages due to various types of property damage and personal injuries (none involving loss of life) arising as a result of two blowouts that occurred in Bangladesh in January and June 2005, although only the June 2005 blowout involved the Company. The court dismissed the case on the basis that Houston, Texas, is not the appropriate location for this suit to be filed. The plaintiffs appealed this dismissal. The Court of Appeals affirmed the dismissal which is now final because the plaintiffs failed to lodge an appeal with the Supreme Court within the required time period, which period ended April 27, 2009. | ||
Asbestos-Related Claims | ||
In August 2004, the Company was notified that certain of its subsidiaries have been named, along with other defendants, in several complaints that have been filed in the Circuit Courts of the State of Mississippi by several hundred persons that allege that they were employed by some of the named defendants between approximately 1965 and 1986. The complaints name as defendants numerous other companies that are not affiliated with the Company, including companies that allegedly manufactured drilling-related products containing asbestos that are the subject of the complaints. |
14
10. | Contingencies (continued) | |
Asbestos-Related Claims (continued) | ||
The complaints allege that the Companys subsidiaries and other drilling contractors used asbestos-containing products in offshore drilling operations, land-based drilling operations and in drilling structures, drilling rigs, vessels and other equipment and assert claims based on, among other things, negligence and strict liability and claims under the Jones Act and that the plaintiffs are entitled to monetary damages. Based on the report of the special master, these complaints have been severed and venue of the claims transferred to the county in which the plaintiff resides or the county in which the cause of action allegedly accrued. Subsequent to the filing of amended complaints, Parker Drilling has joined with other co-defendants in filing motions to compel discovery to determine what plaintiffs have an employment relationship with which defendant, including whether or not any plaintiffs have an employment relationship with subsidiaries of Parker Drilling. Out of 668 amended single-plaintiff complaints filed to date, sixteen (16) plaintiffs have identified Parker Drilling or one of its affiliates as a defendant. Discovery is proceeding in groups of 60 and none of the plaintiff complaints naming Parker are included in the first 60 (Group I). The initial discovery of Group I resulted in certain dismissals with prejudice, two dismissals without prejudice and two withdraws from Group I, leaving only 40 plaintiffs remaining in Group I. Selection of Discovery Group II was completed on April 21, 2008. Out of the 60 plaintiffs selected, Parker Drilling was named in one suit in which the plaintiff claims that during 1973 he earned $587.40 while working for a former subsidiary of a company Parker Drilling acquired in 1996. | ||
The subsidiaries named in these asbestos-related lawsuits intend to defend themselves vigorously and, based on the information available to the Company at this time, the Company does not expect the outcome to have a material adverse effect on its financial condition, results of operations or cash flows; however, the Company is unable to predict the ultimate outcome of these lawsuits. No amounts were accrued at June 30, 2009. | ||
Gulfco Site | ||
Several years ago the Company received an information request under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) designating Parker Drilling Offshore Corporation, a subsidiary of Parker Drilling as a potentially responsible party with respect to the Gulfco Marine Maintenance, Inc. Superfund Site in Freeport, Texas (EPA No. TX 055144539). The subsidiary responded to this request in 2003 with documents. In January 2008, the subsidiary received an administrative order to participate in an investigation of the site and a study of the remediation needs and alternatives. The EPA alleges that the subsidiary is successor to a party who owned the Gulfco site during the time when chemical releases took place there. Two other parties have been performing that work since mid-2005 under an earlier version of the same order. The subsidiary believes that it has a sufficient cause to decline participation under the order and has notified the EPA of that decision. Non-compliance with an EPA order absent sufficient cause for doing so can result in substantial penalties under CERCLA. The subsidiary is continuing to evaluate its relationship to the site and has conferred with the EPA and the other parties in an effort to resolve the matter. The Company has not yet estimated the amount or impact on our operations, financial position or cash flows of any costs related to the site. To date, the EPA and the other two parties have spent over $2.7 million studying and conducting initial remediation of the site. It is anticipated that an additional $1.3 million will be required to complete the remediation. Other costs (not yet quantified) such as interest and administrative overhead could be added to any action against the Company. Although we can provide no assurance as to the total amount necessary to finally resolve this matter, we currently anticipate that the total claim will not exceed $5 million and will be shared by all responsible parties. The Company does not believe it has any obligation with respect to the remediation of the property, and accordingly no accrual was made as of June 30, 2009. |
15
10. | Contingencies (continued) | |
Foreign Corrupt Practices Act (FCPA) Investigation | ||
As previously disclosed, the Company received requests from the United States Department of Justice (DOJ) in July 2007 and the United States Securities and Exchange Commission (SEC) in January 2008 relating to the Companys utilization of the services of a customs agent. The DOJ and the SEC are conducting parallel investigations into possible violations of U.S. law by the Company, including the Foreign Corrupt Practices Act (the FCPA). In particular, the DOJ and the SEC are investigating the Companys use of customs agents in certain countries in which the Company currently operates or formerly operated, including Kazakhstan and Nigeria. The Company is fully cooperating with the DOJ and SEC investigations and conducting an internal investigation into potential customs and other issues in Kazakhstan and Nigeria. At this point, we are unable to predict the duration, scope or result of the DOJ or the SEC investigation or whether either agency will commence any legal action. If we are not in compliance with the FCPA and other laws governing the conduct of business with foreign government entities (including other United States laws and regulations as well as local laws), we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our business, results of operations, financial condition and liquidity. | ||
Economic Sanctions Compliance | ||
Our international operations are subject to laws and regulations restricting our international operations including activities involving restricted countries, organizations, entities and persons that have been identified as unlawful actors or that are subject to U.S. economic sanctions. Pursuant to an internal review, we have identified certain shipments of equipment and supplies that were routed through Iran as well as other activities that may have violated applicable U.S. laws and regulations. In addition, we have engaged in drilling wells in the Korpedje Field in Turkmenistan, from where natural gas may be exported by pipeline to Iran. We recently completed a review of these shipments, transactions and drilling activities to determine whether the timing, nature and extent of such activities or other conduct may have given rise to violations of these laws and regulations, and we have provided the results of our review to the appropriate U.S. government agency. We are unable to predict whether the government will initiate an investigation or any proceedings against the Company or the ultimate outcome of any such investigation or proceeding. If U.S. enforcement authorities determine that we are not in compliance with export restrictions, U.S. economic sanctions or other laws and regulations that apply to our international operations, we may be subject to civil or criminal penalties and other remedial measures, which could have an adverse impact on our business, results of operations, financial condition and liquidity. | ||
11. | Recent Accounting Pronouncements In May 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent Events, which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events. SFAS No. 165 is effective for interim and annual reporting periods ending after June 15, 2009. We adopted the new disclosure requirements in our June 30, 2009 condensed consolidated financial statements. | |
In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP which amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require publicly-traded companies, as defined in APB Opinion No. 28, Interim Financial Reporting, to provide disclosures on the fair value of financial instruments in interim financial statements. FSP SFAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009. We have adopted the new disclosure requirements in our June 30, 2009 financial statements (see Note 9). |
16
12. | Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements Set forth on the following pages are the consolidating condensed financial statements of (i) Parker Drilling, (ii) its restricted subsidiaries that are guarantors of the Senior Notes, and Convertible Senior Notes (the Notes) and (iii) the restricted and unrestricted subsidiaries that are not guarantors of the Notes. The Notes are guaranteed by substantially all of the domestic restricted subsidiaries of Parker Drilling. There are currently no restrictions on the ability of the restricted subsidiaries to transfer funds to Parker Drilling in the form of cash dividends, loans or advances. Parker Drilling is a holding company with no operations, other than through its subsidiaries. Separate financial statements for each guarantor company are not provided as the company complies with the exception to Rule 3-10(a)(1) of Regulation S-X, set forth in sub-paragraph (f) of such rule. All guarantor subsidiaries are directly or indirectly owned 100% by the parent company, all guarantees are full and unconditional and all guarantees are joint and several. | |
AralParker (a Kazakhstan joint stock company, owned 100 percent by Parker Drilling (Kazakstan), LLC, Casuarina Limited (a wholly-owned captive insurance company), KDN Drilling Limited, Mallard Argentine Holdings, Ltd., Mallard Drilling of South America, Inc., Mallard Drilling of Venezuela, Inc., Parker Drilling Investment Company, Parker Drilling (Nigeria) Limited, Parker Drilling Company (Bolivia) S.A., Parker Drilling Company Kuwait Limited, Parker Drilling Company Limited (Bahamas), Parker Drilling Company of New Zealand Limited, Parker Drilling Company of Sakhalin, Parker Drilling de Mexico S. de R.L. de C.V., Parker Drilling International of New Zealand Limited, Parker Drilling Tengiz, Ltd., PD Servicios Integrales, S. de R.L. de C.V., PKD Sales Corporation, Parker SMNG Drilling Limited Liability Company (owned 50 percent by Parker Drilling Company International, LLC), Parker Drilling Kazakhstan B.V., Parker Drilling AME Limited, Parker Drilling Asia Pacific, LLC, PD International Holdings C.V.,PD Dutch Holdings C.V., PD Selective Holdings C.V., PD Offshore Holdings C.V., Parker Drilling Netherlands B.V., Parker Drilling Dutch B.V., Parker Hungary Rig Holdings Limited Liability Company, Parker Drilling Spain Rig Services, S L, Parker 3Source, LLC, Parker 5272, LLC, Parker Central Europe Rig Holdings Limited Liability Company, Parker Cyprus Leasing Limited, Parker Cyprus Ventures Limited, Parker Drilling International B.V., Parker Drilling Offshore B.V., Parker Drilling Offshore International, Inc., Parker Drilling Overseas B.V., Parker Drilling Russia B.V., Parker Drillsource, LLC, PD Labor Services, Ltd., PD Labor Sourcing, Ltd., PD Personnel Services, Ltd, SaiPar Drilling Company B.V., and Parker Enex, LLC are all non-guarantor subsidiaries. The Company is providing consolidating condensed financial information of the parent, Parker Drilling, the guarantor subsidiaries, and the non-guarantor subsidiaries as of June 30, 2009 and December 31, 2008 and for the three and six months ended June 30, 2009 and 2008. The consolidating condensed financial statements present investments in both consolidated and unconsolidated subsidiaries using the equity method of accounting. |
17
June 30, 2009 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 26,994 | $ | 4,951 | $ | 62,638 | $ | | $ | 94,583 | ||||||||||
Accounts and notes receivable, net |
19,159 | 210,533 | 121,355 | (161,819 | ) | 189,228 | ||||||||||||||
Rig materials and supplies |
| 8,769 | 19,782 | | 28,551 | |||||||||||||||
Deferred costs |
| 1,685 | 4,787 | | 6,472 | |||||||||||||||
Deferred income taxes |
9,735 | | | | 9,735 | |||||||||||||||
Other tax assets |
82,929 | (48,067 | ) | (1,905 | ) | | 32,957 | |||||||||||||
Other current assets |
557 | 23,341 | 20,934 | (6,255 | ) | 38,577 | ||||||||||||||
Total current assets |
139,374 | 201,212 | 227,591 | (168,074 | ) | 400,103 | ||||||||||||||
Property, plant and equipment, net |
79 | 507,111 | 203,530 | 123 | 710,843 | |||||||||||||||
Investment in subsidiaries and intercompany advances |
978,657 | 873,028 | 35,366 | (1,887,051 | ) | | ||||||||||||||
Investment in and advances to unconsolidated joint
venture |
| 4,620 | (4,620 | ) | | | ||||||||||||||
Other noncurrent assets |
31,722 | 23,420 | 17,658 | (11,044 | ) | 61,756 | ||||||||||||||
Total assets |
$ | 1,149,832 | $ | 1,609,391 | $ | 479,525 | $ | (2,066,046 | ) | $ | 1,172,702 | |||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 12,000 | $ | | $ | | $ | | $ | 12,000 | ||||||||||
Accounts payable and accrued liabilities |
55,244 | 308,488 | 80,155 | (327,781 | ) | 116,106 | ||||||||||||||
Accrued income taxes |
1,058 | 3,310 | 6,246 | | 10,614 | |||||||||||||||
Total current liabilities |
68,302 | 311,798 | 86,401 | (327,781 | ) | 138,720 | ||||||||||||||
Long-term debt |
415,558 | | | | 415,558 | |||||||||||||||
Other long-term liabilities |
10 | 13,046 | 16,841 | (11,044 | ) | 18,853 | ||||||||||||||
Long-term deferred tax liability |
| 1,237 | 6,955 | | 8,192 | |||||||||||||||
Intercompany payables |
74,583 | 583,025 | 80,571 | (738,179 | ) | | ||||||||||||||
Contingencies (Note 10) |
| | | | | |||||||||||||||
Stockholders equity: |
||||||||||||||||||||
Common stock |
19,347 | 39,899 | 21,153 | (61,052 | ) | 19,347 | ||||||||||||||
Capital in excess of par value |
621,834 | 997,081 | 208,520 | (1,205,601 | ) | 621,834 | ||||||||||||||
Retained earnings (accumulated deficit) |
(49,802 | ) | (336,695 | ) | 59,084 | 277,611 | (49,802 | ) | ||||||||||||
Total stockholders equity |
591,379 | 700,285 | 288,757 | (989,042 | ) | 591,379 | ||||||||||||||
Total liabilities and stockholders equity |
$ | 1,149,832 | $ | 1,609,391 | $ | 479,525 | $ | (2,066,046 | ) | $ | 1,172,702 | |||||||||
18
December 31, 2008 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 111,324 | $ | 9,741 | $ | 51,233 | $ | | $ | 172,298 | ||||||||||
Accounts and notes receivable, net |
51,792 | 217,435 | 131,591 | (214,654 | ) | 186,164 | ||||||||||||||
Rig materials and supplies |
| 11,518 | 18,723 | | 30,241 | |||||||||||||||
Deferred costs |
| 2,000 | 5,804 | | 7,804 | |||||||||||||||
Deferred income taxes |
9,735 | | | | 9,735 | |||||||||||||||
Other tax assets |
83,788 | (41,008 | ) | (1,856 | ) | | 40,924 | |||||||||||||
Other current assets |
549 | 13,755 | 11,875 | (54 | ) | 26,125 | ||||||||||||||
Total current assets |
257,188 | 213,441 | 217,370 | (214,708 | ) | 473,291 | ||||||||||||||
Property, plant and equipment, net |
79 | 465,659 | 209,686 | 124 | 675,548 | |||||||||||||||
Investment in subsidiaries and intercompany advances |
867,684 | 1,066,216 | (88,992 | ) | (1,844,908 | ) | | |||||||||||||
Investment in and advances to unconsolidated joint
venture |
| 4,620 | (4,620 | ) | | | ||||||||||||||
Other noncurrent assets |
27,607 | 21,215 | 8,059 | | 56,881 | |||||||||||||||
Total assets |
$ | 1,152,558 | $ | 1,771,151 | $ | 341,503 | $ | (2,059,492 | ) | $ | 1,205,720 | |||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 6,000 | $ | | $ | | $ | | $ | 6,000 | ||||||||||
Accounts payable and accrued liabilities |
53,859 | 337,464 | 100,305 | (351,230 | ) | 140,398 | ||||||||||||||
Accrued income taxes |
540 | 4,861 | 6,729 | | 12,130 | |||||||||||||||
Total current liabilities |
60,399 | 342,325 | 107,034 | (351,230 | ) | 158,528 | ||||||||||||||
Long-term debt |
435,394 | | | | 435,394 | |||||||||||||||
Other long-term liabilities |
10 | 14,351 | 7,035 | | 21,396 | |||||||||||||||
Long-term deferred tax liability |
| 1,237 | 6,993 | | 8,230 | |||||||||||||||
Intercompany payables |
74,583 | 583,027 | 71,299 | (728,909 | ) | | ||||||||||||||
Contingencies (Note 10) |
| | | | | |||||||||||||||
Stockholders equity: |
||||||||||||||||||||
Common stock |
18,910 | 39,899 | 21,153 | (61,052 | ) | 18,910 | ||||||||||||||
Capital in excess of par value |
619,561 | 1,045,727 | 141,112 | (1,186,839 | ) | 619,561 | ||||||||||||||
Retained earnings (accumulated deficit) |
(56,299 | ) | (255,415 | ) | (13,123 | ) | 268,538 | (56,299 | ) | |||||||||||
Total stockholders equity |
582,172 | 830,211 | 149,142 | (979,353 | ) | 582,172 | ||||||||||||||
Total liabilities and stockholders equity |
$ | 1,152,558 | $ | 1,771,151 | $ | 341,503 | $ | (2,059,492 | ) | $ | 1,205,720 | |||||||||
19
Three months ended June 30, 2009 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Total revenues |
$ | | $ | 170,794 | $ | 70,742 | $ | (19,745 | ) | $ | 221,791 | |||||||||
Operating expenses |
| 133,568 | 51,727 | (19,745 | ) | 165,550 | ||||||||||||||
Depreciation and amortization |
| 20,956 | 7,995 | | 28,951 | |||||||||||||||
Total operating gross margin |
| 16,270 | 11,020 | | 27,290 | |||||||||||||||
General and administration expense (1) |
(42 | ) | (11,074 | ) | (10 | ) | | (11,126 | ) | |||||||||||
Gain on disposition of assets, net |
| 595 | 109 | | 704 | |||||||||||||||
Total operating income (loss) |
(42 | ) | 5,791 | 11,119 | | 16,868 | ||||||||||||||
Other income and (expense): |
||||||||||||||||||||
Interest expense |
(8,517 | ) | (11,620 | ) | (60 | ) | 12,693 | (7,504 | ) | |||||||||||
Interest income |
10,519 | 2,017 | 6,692 | (19,054 | ) | 174 | ||||||||||||||
Other |
| (69 | ) | 1 | | (68 | ) | |||||||||||||
Equity in net earnings of subsidiaries |
(802 | ) | | | 802 | | ||||||||||||||
Total other income and (expense) |
1,200 | (9,672 | ) | 6,633 | (5,559 | ) | (7,398 | ) | ||||||||||||
Income (loss) before income taxes |
1,158 | (3,881 | ) | 17,752 | (5,559 | ) | 9,470 | |||||||||||||
Income tax expense (benefit): |
||||||||||||||||||||
Current |
(5,185 | ) | 8,257 | 3,089 | | 6,161 | ||||||||||||||
Deferred |
1,952 | (2,943 | ) | (91 | ) | | (1,082 | ) | ||||||||||||
Total income tax expense (benefit) |
(3,233 | ) | 5,314 | 2,998 | | 5,079 | ||||||||||||||
Net income (loss) |
$ | 4,391 | $ | (9,195 | ) | $ | 14,754 | $ | (5,559 | ) | $ | 4,391 | ||||||||
(1) | All field operations general and administration expenses are included in operating expenses. |
20
Three months ended June 30, 2008 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Total revenues |
$ | | $ | 163,721 | $ | 78,298 | $ | (25,289 | ) | $ | 216,730 | |||||||||
Operating expenses |
(4 | ) | 102,686 | 61,136 | (25,289 | ) | 138,529 | |||||||||||||
Depreciation and amortization |
| 21,025 | 7,141 | | 28,166 | |||||||||||||||
Total operating gross margin |
4 | 40,010 | 10,021 | | 50,035 | |||||||||||||||
General and administration expense (1) |
(41 | ) | (8,412 | ) | (28 | ) | | (8,481 | ) | |||||||||||
Gain on disposition of assets, net |
| 350 | 286 | | 636 | |||||||||||||||
Total operating income (loss) |
(37 | ) | 31,948 | 10,279 | | 42,190 | ||||||||||||||
Other income and (expense): |
||||||||||||||||||||
Interest expense |
(8,232 | ) | (11,792 | ) | (66 | ) | 13,045 | (7,045 | ) | |||||||||||
Interest income |
10,572 | 1,885 | 958 | (13,045 | ) | 370 | ||||||||||||||
Other |
2 | (4 | ) | 146 | | 144 | ||||||||||||||
Equity in net earnings of subsidiaries |
15,164 | | | (15,164 | ) | | ||||||||||||||
Total other income and (expense) |
17,506 | (9,911 | ) | 1,038 | (15,164 | ) | (6,531 | ) | ||||||||||||
Income (loss) before income taxes |
17,469 | 22,037 | 11,317 | (15,164 | ) | 35,659 | ||||||||||||||
Income tax (benefit) expense: |
||||||||||||||||||||
Current |
(4,697 | ) | 10,182 | 4,003 | | 9,488 | ||||||||||||||
Deferred |
269 | 3,826 | 179 | | 4,274 | |||||||||||||||
Total income tax (benefit) expense |
(4,428 | ) | 14,008 | 4,182 | | 13,762 | ||||||||||||||
Net income (loss) |
$ | 21,897 | $ | 8,029 | $ | 7,135 | $ | (15,164 | ) | $ | 21,897 | |||||||||
(1) | All field operations general and administration expenses are included in operating expenses. |
21
Six months ended June 30, 2009 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Total revenues |
$ | | $ | 293,116 | $ | 150,971 | $ | (48,371 | ) | $ | 395,716 | |||||||||
Operating expenses |
| 220,451 | 114,645 | (48,371 | ) | 286,725 | ||||||||||||||
Depreciation and amortization |
| 41,010 | 15,065 | | 56,075 | |||||||||||||||
Total operating gross margin |
| 31,655 | 21,261 | | 52,916 | |||||||||||||||
General and administration expense (1) |
(83 | ) | (24,069 | ) | (34 | ) | | (24,186 | ) | |||||||||||
Gain on disposition of assets, net |
| 608 | 174 | | 782 | |||||||||||||||
Total operating income (loss) |
(83 | ) | 8,194 | 21,401 | | 29,512 | ||||||||||||||
Other income and (expense): |
||||||||||||||||||||
Interest expense |
(17,399 | ) | (23,395 | ) | (163 | ) | 25,387 | (15,570 | ) | |||||||||||
Interest income |
21,224 | 3,674 | 7,310 | (31,748 | ) | 460 | ||||||||||||||
Other |
(3 | ) | (90 | ) | 13 | | (80 | ) | ||||||||||||
Equity in net earnings of subsidiaries |
(9,073 | ) | | | 9,073 | | ||||||||||||||
Total other income and (expense) |
(5,251 | ) | (19,811 | ) | 7,160 | 2,712 | (15,190 | ) | ||||||||||||
Income (loss) before income taxes |
(5,334 | ) | (11,617 | ) | 28,561 | 2,712 | 14,322 | |||||||||||||
Income tax expense (benefit): |
||||||||||||||||||||
Current |
(5,689 | ) | 11,418 | 7,170 | | 12,899 | ||||||||||||||
Deferred |
(6,142 | ) | 1,108 | (40 | ) | | (5,074 | ) | ||||||||||||
Total income tax expense (benefit) |
(11,831 | ) | 12,526 | 7,130 | | 7,825 | ||||||||||||||
Net income (loss) |
$ | 6,497 | $ | (24,143 | ) | $ | 21,431 | $ | 2,712 | $ | 6,497 | |||||||||
(1) | All field operations general and administration expenses are included in operating expenses. |
22
Six months ended June 30, 2008 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Total revenues |
$ | | $ | 292,403 | $ | 144,203 | $ | (46,598 | ) | $ | 390,008 | |||||||||
Operating expenses |
(3 | ) | 177,049 | 113,703 | (46,598 | ) | 244,151 | |||||||||||||
Depreciation and amortization |
| 41,538 | 12,794 | | 54,332 | |||||||||||||||
Total operating gross margin |
3 | 73,816 | 17,706 | | 91,525 | |||||||||||||||
General and administration expense (1) |
(121 | ) | (14,996 | ) | (32 | ) | | (15,149 | ) | |||||||||||
Gain on disposition of assets, net |
| 932 | 283 | | 1,215 | |||||||||||||||
Total operating income (loss) |
(118 | ) | 59,752 | 17,957 | | 77,591 | ||||||||||||||
Other income and (expense): |
||||||||||||||||||||
Interest expense |
(16,253 | ) | (23,578 | ) | (146 | ) | 26,095 | (13,882 | ) | |||||||||||
Changes in fair value of derivative positions |
| | | | | |||||||||||||||
Interest income |
21,261 | 3,810 | 1,762 | (26,095 | ) | 738 | ||||||||||||||
Equity in loss of unconsolidated joint
venture, net of taxes |
| (1,105 | ) | | | (1,105 | ) | |||||||||||||
Other |
2 | 6 | 196 | | 204 | |||||||||||||||
Equity in net earnings of subsidiaries |
47,387 | | | (47,387 | ) | | ||||||||||||||
Total other income and (expense) |
52,397 | (20,867 | ) | 1,812 | (47,387 | ) | (14,045 | ) | ||||||||||||
Income (loss) before income taxes |
52,279 | 38,885 | 19,769 | (47,387 | ) | 63,546 | ||||||||||||||
Income tax (benefit) expense: |
||||||||||||||||||||
Current |
(7,265 | ) | (1,009 | ) | 7,119 | | (1,155 | ) | ||||||||||||
Deferred |
14,445 | 4,664 | 493 | | 19,602 | |||||||||||||||
Total income tax expense |
7,180 | 3,655 | 7,612 | | 18,447 | |||||||||||||||
Net income (loss) |
$ | 45,099 | $ | 35,230 | $ | 12,157 | $ | (47,387 | ) | $ | 45,099 | |||||||||
(1) | All field operations general and administration expenses are included in operating expenses. |
23
Six months ending June 30, 2009 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net income (loss) |
$ | 6,497 | $ | (24,143 | ) | $ | 21,431 | $ | 2,712 | $ | 6,497 | |||||||||
Adjustments to reconcile net income (loss) to net
cash provided by operating activities: |
||||||||||||||||||||
Depreciation and amortization |
| 41,010 | 15,065 | | 56,075 | |||||||||||||||
Gain on disposition of assets |
| (608 | ) | (174 | ) | | (782 | ) | ||||||||||||
Deferred tax expense (benefit) |
(6,142 | ) | 1,108 | (40 | ) | | (5,074 | ) | ||||||||||||
Expenses not requiring cash |
5,947 | | | | 5,947 | |||||||||||||||
Equity in net earnings of subsidiaries |
9,073 | | | (9,073 | ) | | ||||||||||||||
Change in accounts receivable |
32,634 | (43,679 | ) | 10,236 | | (809 | ) | |||||||||||||
Change in other assets |
3,703 | 12,566 | (18,516 | ) | | (2,247 | ) | |||||||||||||
Change in liabilities |
1,717 | (17,698 | ) | (10,601 | ) | | (26,582 | ) | ||||||||||||
Net cash provided by (used in) operating activities |
53,429 | (31,444 | ) | 17,401 | (6,361 | ) | 33,025 | |||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
| (84,460 | ) | (9,518 | ) | | (93,978 | ) | ||||||||||||
Proceeds from the sale of assets |
| 636 | 314 | | 950 | |||||||||||||||
Intercompany dividend payments |
| | (6,361 | ) | 6,361 | | ||||||||||||||
Net cash provided by (used in) investing activities |
| (83,824 | ) | (15,565 | ) | 6,361 | (93,028 | ) | ||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from draw on revolver credit facility |
4,000 | | | | 4,000 | |||||||||||||||
Paydown on revolver credit facility |
(20,000 | ) | | | | (20,000 | ) | |||||||||||||
Proceeds from stock options exercised |
101 | | | | 101 | |||||||||||||||
Excess tax cost from stock-based compensation |
(1,813 | ) | | | | (1,813 | ) | |||||||||||||
Intercompany advances, net |
(120,047 | ) | 110,479 | 9,568 | | | ||||||||||||||
Net cash provided by (used in) financing activities |
(137,759 | ) | 110,479 | 9,568 | | (17,712 | ) | |||||||||||||
Net increase (decrease) in cash and cash equivalents |
(84,330 | ) | (4,789 | ) | 11,404 | | (77,715 | ) | ||||||||||||
Cash and cash equivalents at beginning of year |
111,324 | 9,741 | 51,233 | | 172,298 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 26,994 | $ | 4,951 | $ | 62,638 | $ | | $ | 94,583 | ||||||||||
24
Six months ending June 30, 2008 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net income (loss) |
$ | 45,099 | $ | 35,230 | $ | 12,157 | $ | (47,387 | ) | $ | 45,099 | |||||||||
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities: |
||||||||||||||||||||
Depreciation and amortization |
| 41,538 | 12,794 | | 54,332 | |||||||||||||||
Gain on disposition of assets |
| (932 | ) | (283 | ) | | (1,215 | ) | ||||||||||||
Equity in loss of unconsolidated joint venture |
| 1,105 | | | 1,105 | |||||||||||||||
Deferred income tax expense |
14,445 | 4,664 | 493 | | 19,602 | |||||||||||||||
Expenses not requiring cash |
5,929 | | | | 5,929 | |||||||||||||||
Equity in net earnings of subsidiaries |
(47,387 | ) | | | 47,387 | | ||||||||||||||
Change in accounts receivable |
8,853 | 27,542 | (46,772 | ) | | (10,377 | ) | |||||||||||||
Change in other assets |
(6,762 | ) | (7,329 | ) | 9,698 | | (4,393 | ) | ||||||||||||
Change in liabilities |
(538 | ) | (57,855 | ) | 27,688 | | (30,705 | ) | ||||||||||||
Net cash provided by operating activities |
19,639 | 43,963 | 15,775 | | 79,377 | |||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
| (72,080 | ) | (17,451 | ) | | (89,531 | ) | ||||||||||||
Proceeds from the sale of assets |
| 2,487 | (0 | ) | | 2,487 | ||||||||||||||
Proceeds from insurance claims |
| | 951 | | 951 | |||||||||||||||
Investment in unconslidated joint venture |
| (5,000 | ) | | | (5,000 | ) | |||||||||||||
Net cash used in investing activities |
| (74,593 | ) | (16,500 | ) | | (91,093 | ) | ||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from draw on term note facility |
35,000 | | | | 35,000 | |||||||||||||||
Paydown on revolver credit facility |
(35,000 | ) | | | | (35,000 | ) | |||||||||||||
Proceeds from draw on revolver credit facility |
15,000 | | | | 15,000 | |||||||||||||||
Proceeds from stock options exercised |
1,861 | | | | 1,861 | |||||||||||||||
Excess tax benefit from stock based compensation |
380 | | | | 380 | |||||||||||||||
Intercompany advances, net |
(47,604 | ) | 29,315 | 18,289 | | | ||||||||||||||
Net cash provided by (used in) financing activities |
(30,363 | ) | 29,315 | 18,289 | | 17,241 | ||||||||||||||
Net increase (decrease) in cash and cash equivalents |
(10,724 | ) | (1,315 | ) | 17,564 | | 5,525 | |||||||||||||
Cash and cash equivalents at beginning of year |
31,326 | 8,314 | 20,484 | | 60,124 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 20,602 | $ | 6,999 | $ | 38,048 | $ | | $ | 65,649 | ||||||||||
25
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| stability of prices and demand for oil and natural gas; | ||
| levels of oil and natural gas exploration and production activities; | ||
| demand for contract drilling and drilling related services and demand for rental tools; | ||
| our future operating results and profitability; | ||
| our future rig utilization, dayrates and rental tools activity; | ||
| entering into new, or extending existing, drilling contracts and our expectations concerning when our rigs will commence operations under such contracts; | ||
| growth through acquisitions of companies or assets; | ||
| construction or upgrades of rigs and expectations regarding when these rigs will commence operations; | ||
| capital expenditures for acquisition of rigs, construction of new rigs or major upgrades to existing rigs; | ||
| entering into joint venture agreements; | ||
| our future liquidity; | ||
| availability and sources of funds to reduce our debt and expectations of when debt will be reduced; | ||
| the outcome of pending or future legal proceedings, tax assessments and other claims; | ||
| the availability of insurance coverage for pending or future claims; | ||
| the enforceability of contractual indemnification in relation to pending or future claims; | ||
| compliance with covenants under our senior credit facility and indentures for our senior notes; and | ||
| organic growth of our operations. |
| worldwide economic and business conditions that adversely affect market conditions and/or the cost of doing business; | ||
| inability of the Company to access the credit markets; | ||
| the U.S. economy and the demand for natural gas; | ||
| worldwide demand for oil; | ||
| fluctuations in the market prices of oil and natural gas; | ||
| imposition of unanticipated trade restrictions; | ||
| unanticipated operating hazards and uninsured risks; | ||
| political instability, terrorism or war; | ||
| governmental regulations, including changes in accounting rules or tax laws or ability to remit funds to the U.S., that adversely affect the cost of doing business; | ||
| changes in the tax laws that would allow double taxation on foreign sourced income; | ||
| the outcome of our investigation and the parallel investigations by the Securities and Exchange Commission and the Department of Justice into possible violations of U.S. law, including the Foreign Corrupt Practices Act; | ||
| adverse environmental events; |
26
| adverse weather conditions; | ||
| global health concerns; | ||
| changes in the concentration of customer and supplier relationships; | ||
| ability of our customers and suppliers to obtain financing for their operations; | ||
| unexpected cost increases for new construction and upgrade and refurbishment projects; | ||
| delays in obtaining components for capital projects and ongoing operational maintenance; | ||
| shortages of skilled labor; | ||
| unanticipated cancellation of contracts by operators; | ||
| breakdown of equipment; | ||
| other operational problems including delays in start-up of operations; | ||
| changes in competition; | ||
| the effect of litigation and contingencies; and | ||
| other similar factors (some of which are discussed in documents referred to in this Form 10-Q, including the risk factors described in our 2008 Annual Report on Form 10-K and our other reports and filings with the Securities and Exchange Commission). |
27
28
Three Months Ended June 30, | ||||||||||||||||
2009 | 2008 | |||||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Revenues: |
||||||||||||||||
International Drilling |
$ | 79,279 | 36 | % | $ | 77,919 | 36 | % | ||||||||
U.S. Drilling |
12,889 | 6 | % | 49,368 | 23 | % | ||||||||||
Project Management and Engineering Services |
23,891 | 11 | % | 28,951 | 13 | % | ||||||||||
Construction Contract |
77,572 | 35 | % | 20,080 | 9 | % | ||||||||||
Rental Tools |
28,160 | 12 | % | 40,412 | 19 | % | ||||||||||
Total revenues |
$ | 221,791 | 100 | % | $ | 216,730 | 100 | % | ||||||||
Operating gross margin: |
||||||||||||||||
International Drilling gross margin excluding depreciation and
amortization (1) |
$ | 30,392 | 38 | % | $ | 21,307 | 27 | % | ||||||||
U.S. Drilling gross margin excluding depreciation and amortization (1) |
1,261 | 10 | % | 27,238 | 55 | % | ||||||||||
Project Management and Engineering Services gross margin
excluding depreciation and amortization (1) |
5,608 | 23 | % | 4,244 | 15 | % | ||||||||||
Construction Contract excluding depreciation and amortization (1) |
3,572 | 5 | % | 1,030 | 5 | % | ||||||||||
Rental Tools gross margin excluding depreciation and amortization (1) |
15,408 | 55 | % | 24,382 | 60 | % | ||||||||||
Depreciation and amortization |
(28,951 | ) | (28,166 | ) | ||||||||||||
Total operating gross margin (2) |
27,290 | 50,035 | ||||||||||||||
General and administration expense |
(11,126 | ) | (8,481 | ) | ||||||||||||
Gain on disposition of assets, net |
704 | 636 | ||||||||||||||
Total operating income |
$ | 16,868 | $ | 42,190 | ||||||||||||
(1) | Gross margins, excluding depreciation and amortization, are computed as revenues less direct operating expenses, excluding depreciation and amortization expense; gross margin percentages are computed as gross margin, excluding depreciation and amortization, as a percent of revenues. The gross margin amounts, excluding depreciation and amortization, and gross margin percentages should not be used as a substitute for those amounts reported under accounting principles generally accepted in the United States (GAAP). However, we monitor our business segments based on several criteria, including gross margin. Management believes that this information is useful to our investors because it more accurately reflects cash generated by segment. Such gross margin amounts are reconciled to our most comparable GAAP measure as follows: |
Project | ||||||||||||||||||||
Management | ||||||||||||||||||||
and | ||||||||||||||||||||
International | Engineering | Construction | ||||||||||||||||||
Drilling | U.S. Drilling | Services | Contract | Rental Tools | ||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
Three Months Ended June 30, 2009 |
||||||||||||||||||||
Operating gross margin (2) |
$ | 17,163 | $ | (5,781 | ) | $ | 5,608 | $ | 3,572 | $ | 6,728 | |||||||||
Depreciation and amortization |
13,229 | 7,042 | | | 8,680 | |||||||||||||||
Drilling and rental gross
margin excluding depreciation
and amortization |
$ | 30,392 | $ | 1,261 | $ | 5,608 | $ | 3,572 | $ | 15,408 | ||||||||||
Three Months Ended June 30, 2008 |
||||||||||||||||||||
Operating gross margin (2) |
$ | 9,029 | $ | 18,636 | $ | 4,244 | $ | 1,030 | $ | 17,096 | ||||||||||
Depreciation and amortization |
12,278 | 8,602 | | | 7,286 | |||||||||||||||
Drilling and rental gross
margin excluding depreciation
and amortization |
$ | 21,307 | $ | 27,238 | $ | 4,244 | $ | 1,030 | $ | 24,382 | ||||||||||
(2) | Gross margin (operating) revenues less direct operating expenses, including depreciation and amortization expense. |
29
30
31
Six Months Ended June 30, | ||||||||||||||||
2009 | 2008 | |||||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Revenues: |
||||||||||||||||
International Drilling |
$ | 156,660 | 40 | % | $ | 146,659 | 38 | % | ||||||||
U.S. Drilling |
22,745 | 6 | % | 95,256 | 25 | % | ||||||||||
Project Management and Engineering Services |
55,945 | 14 | % | 48,130 | 12 | % | ||||||||||
Construction Contract |
94,317 | 24 | % | 20,080 | 5 | % | ||||||||||
Rental Tools |
66,049 | 16 | % | 79,883 | 20 | % | ||||||||||
Total revenues |
$ | 395,716 | 100 | % | $ | 390,008 | 100 | % | ||||||||
Operating gross margin: |
||||||||||||||||
International Drilling gross margin excluding depreciation and
amortization (1) |
$ | 57,996 | 37 | % | $ | 37,426 | 26 | % | ||||||||
U.S. Drilling gross margin excluding depreciation and amortization (1) |
(2,019 | ) | -9 | % | 51,604 | 54 | % | |||||||||
Project Management and Engineering Services gross margin
excluding depreciation and amortization (1) |
11,768 | 21 | % | 7,762 | 16 | % | ||||||||||
Construction Contract excluding depreciation and amortization (1) |
4,403 | 5 | % | 1,030 | 5 | % | ||||||||||
Rental Tools gross margin excluding depreciation and amortization (1) |
36,843 | 56 | % | 48,035 | 60 | % | ||||||||||
Depreciation and amortization |
(56,075 | ) | (54,332 | ) | ||||||||||||
Total operating gross margin (2) |
52,916 | 91,525 | ||||||||||||||
General and administration expense |
(24,186 | ) | (15,149 | ) | ||||||||||||
Gain on disposition of assets, net |
782 | 1,215 | ||||||||||||||
Total operating income |
$ | 29,512 | $ | 77,591 | ||||||||||||
(1) | Gross margins, excluding depreciation and amortization, are computed as revenues less direct operating expenses, excluding depreciation and amortization expense; gross margin percentages are computed as gross margin, excluding depreciation and amortization, as a percent of revenues. The gross margin amounts, excluding depreciation and amortization, and gross margin percentages should not be used as a substitute for those amounts reported under accounting principles generally accepted in the United States (GAAP). However, we monitor our business segments based on several criteria, including gross margin. Management believes that this information is useful to our investors because it more accurately reflects cash generated by segment. Such gross margin amounts are reconciled to our most comparable GAAP measure as follows: |
Project | ||||||||||||||||||||
Management | ||||||||||||||||||||
and | ||||||||||||||||||||
International | Engineering | Construction | ||||||||||||||||||
Drilling | U.S. Drilling | Services | Contract | Rental Tools | ||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
Six Months Ended June 30, 2009 |
||||||||||||||||||||
Operating gross margin (2) |
$ | 33,075 | $ | (16,239 | ) | $ | 11,768 | $ | 4,403 | $ | 19,909 | |||||||||
Depreciation and amortization |
24,921 | 14,220 | | | 16,934 | |||||||||||||||
Drilling and rental gross
margin excluding depreciation
and amortization |
$ | 57,996 | $ | (2,019 | ) | $ | 11,768 | $ | 4,403 | $ | 36,843 | |||||||||
Six Months Ended June 30, 2008 |
||||||||||||||||||||
Operating gross margin (2) |
$ | 14,788 | $ | 34,309 | $ | 7,762 | $ | 1,030 | $ | 33,636 | ||||||||||
Depreciation and amortization |
22,638 | 17,295 | | | 14,399 | |||||||||||||||
Drilling and rental gross
margin excluding depreciation
and amortization |
$ | 37,426 | $ | 51,604 | $ | 7,762 | $ | 1,030 | $ | 48,035 | ||||||||||
(2) | Gross margin (operating) revenues less direct operating expenses, including depreciation and amortization expense. |
32
33
34
| $125.0 million aggregate principal amount of Convertible Senior Notes at a coupon rate of 2.125 percent, which are due July 15, 2012 net of $17.2 million in unamortized debt discount; | ||
| $225.0 million aggregate principal amount of 9.625 percent Senior Notes, which are due October 1, 2013 plus an associated $2.8 million in unamortized debt premium; and | ||
| $92.0 million drawn against our 2008 Credit Facility, including $42.0 million on our Revolving Credit Facility and $50.0 million on our Term Loan Facility, $12.0 million of which is classified as short term. |
35
Less than | More than | |||||||||||||||||||
Total | 1 Year | Years 2 - 3 | Years 4 - 5 | 5 Years | ||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
Contractual cash obligations: |
||||||||||||||||||||
Long-term debt principal (1) |
$ | 400,000 | $ | 12,000 | $ | 21,000 | $ | 367,000 | $ | | ||||||||||
Long-term debt interest (1) |
109,008 | 27,215 | 53,150 | 28,643 | | |||||||||||||||
Operating leases (2) |
26,833 | 5,042 | 5,419 | 3,955 | 12,417 | |||||||||||||||
Purchase commitments (3) |
61,552 | 61,552 | | | | |||||||||||||||
Total contractual obligations |
$ | 597,393 | $ | 105,809 | $ | 79,569 | $ | 399,598 | $ | 12,417 | ||||||||||
Commercial commitments: |
||||||||||||||||||||
Long-term debt |
||||||||||||||||||||
Revolving credit facility (4) |
$ | 42,000 | $ | | $ | | $ | 42,000 | $ | | ||||||||||
Standby letters of credit (4) |
17,734 | 17,734 | | | | |||||||||||||||
Total commercial commitments |
$ | 59,734 | $ | 17,734 | $ | | $ | 42,000 | $ | | ||||||||||
(1) | Long-term debt includes the principal and interest cash obligations of the 9.625 percent Senior Notes and the 2.125 percent Convertible Senior Notes as well as $50.0 million of term loans drawn on our Credit Facility. The remaining unamortized premium of $2.8 million on the 9.625 percent Senior Notes and unamortized discount of $17.2 million on the 2.125% Convertible Senior Notes are not included in the contractual cash obligations schedule. | |
(2) | Operating leases consist of lease agreements in excess of one year for office space, equipment, vehicles and personal property. | |
(3) | We have purchase commitments outstanding as of June 30, 2009, related to rig upgrade projects and new rig construction. | |
(4) | We have a $130.0 million credit agreement of which $80.0 million is a revolving credit facility. As of June 30, 2009, we had drawn down $42.0 million under the revolving credit facility and $17.7 million of availability has been used to support letters of credit that have been issued. The revolving credit facility expires May 14, 2013. |
36
Total Number of | Average Price | |||
Date | Shares Purchased | Paid Per Share | ||
April 1, 2009
|
23,917 | $1.88 | ||
April 6, 2009 | 41,720 | $2.01 | ||
May 27, 2009 | 36,361 | $4.27 |
Exhibit | ||
Number | Description | |
31.1
|
Section 302 Certification Chairman and Chief Executive Officer | |
31.2
|
Section 302 Certification Senior Vice President and Chief Financial Officer | |
32.1
|
Section 906 Certification Chairman and Chief Executive Officer | |
32.2
|
Section 906 Certification Senior Vice President and Chief Financial Officer |
37
PARKER DRILLING COMPANY |
||||
Date: August 7, 2009 | By: | /s/ Robert L. Parker Jr. | ||
Robert L. Parker Jr. | ||||
Chairman and Chief Executive Officer | ||||
By: | /s/ W. Kirk Brassfield | |||
W. Kirk Brassfield | ||||
Senior Vice President and Chief Financial Officer |
38
Exhibit | ||
Number | Description | |
31.1
|
Section 302 Certification Chairman and Chief Executive Officer | |
31.2
|
Section 302 Certification Senior Vice President and Chief Financial Officer | |
32.1
|
Section 906 Certification Chairman and Chief Executive Officer | |
32.2
|
Section 906 Certification Senior Vice President and Chief Financial Officer |
39