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 | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
1401 Enclave Parkway, Suite 600, Houston, Texas | 77077 | |
(Address of principal executive offices) | (Zip code) |
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Officer Certifications |
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Section 302 Certification | ||||||||
Section 302 Certification | ||||||||
Section 906 Certification | ||||||||
Section 906 Certification |
2
March 31, | December 31, | |||||||
2007 | 2006 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 74,124 | $ | 92,203 | ||||
Marketable securities |
83,493 | 62,920 | ||||||
Accounts and notes receivable, net |
123,229 | 112,359 | ||||||
Rig materials and supplies |
15,957 | 15,000 | ||||||
Deferred costs |
5,468 | 6,662 | ||||||
Deferred income taxes |
17,307 | 17,307 | ||||||
Other current assets |
25,348 | 11,123 | ||||||
Total current assets |
344,926 | 317,574 | ||||||
Property, plant and equipment less
accumulated depreciation and amortization of $583,849
at March 31, 2007 and $570,650 at December 31, 2006 |
471,077 | 435,473 | ||||||
Goodwill |
100,315 | 100,315 | ||||||
Other noncurrent assets |
38,445 | 47,939 | ||||||
Total assets |
$ | 954,763 | $ | 901,301 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued liabilities |
$ | 89,877 | $ | 95,226 | ||||
Accrued income taxes |
22,569 | 6,677 | ||||||
Total current liabilities |
112,446 | 101,903 | ||||||
Long-term debt |
329,206 | 329,368 | ||||||
Other long-term liabilities |
65,368 | 10,931 | ||||||
Long-term deferred tax liability |
10,633 | | ||||||
Contingencies (Note 9) |
| | ||||||
Stockholders equity: |
||||||||
Common stock |
18,369 | 18,220 | ||||||
Capital in excess of par value |
570,620 | 568,253 | ||||||
Accumulated deficit |
(151,879 | ) | (127,374 | ) | ||||
Total stockholders equity |
437,110 | 459,099 | ||||||
Total liabilities and stockholders equity |
$ | 954,763 | $ | 901,301 | ||||
3
Three Months Ended March 31, | ||||||||
2007 | 2006 | |||||||
Drilling and rental revenues: |
||||||||
U.S. drilling |
$ | 61,624 | $ | 40,253 | ||||
International drilling |
59,674 | 79,830 | ||||||
Rental tools |
29,975 | 27,251 | ||||||
Total drilling and rental revenues |
151,273 | 147,334 | ||||||
Drilling and rental operating expenses: |
||||||||
U.S. drilling |
26,761 | 18,259 | ||||||
International drilling |
45,783 | 62,575 | ||||||
Rental tools |
11,163 | 10,470 | ||||||
Depreciation and amortization |
18,059 | 16,957 | ||||||
Total drilling and rental operating expenses |
101,766 | 108,261 | ||||||
Drilling and rental operating income |
49,507 | 39,073 | ||||||
General and administration expense |
(5,888 | ) | (5,702 | ) | ||||
Gain on disposition of assets, net |
16,404 | 448 | ||||||
Total operating income |
60,023 | 33,819 | ||||||
Other income and (expense): |
||||||||
Interest expense |
(6,330 | ) | (9,101 | ) | ||||
Changes in fair value of derivative positions |
(381 | ) | 813 | |||||
Interest income |
1,784 | 1,406 | ||||||
Loss on extinguishment of debt |
| (2 | ) | |||||
Minority interest |
(1,000 | ) | (964 | ) | ||||
Other |
7 | (17 | ) | |||||
Total other income and (expense) |
(5,920 | ) | (7,865 | ) | ||||
Income before income taxes |
54,103 | 25,954 | ||||||
Income tax expense: |
||||||||
Current |
22,012 | 5,563 | ||||||
Deferred |
2,097 | 8,933 | ||||||
Total income tax expense |
24,109 | 14,496 | ||||||
Net income |
$ | 29,994 | $ | 11,458 | ||||
Basic earnings per share: |
||||||||
Net income |
$ | 0.28 | $ | 0.11 | ||||
Diluted earnings per share: |
||||||||
Net income |
$ | 0.27 | $ | 0.11 | ||||
Number of common shares used in computing
earnings per share: |
||||||||
Basic |
107,743,870 | 104,469,893 | ||||||
Diluted |
109,464,663 | 106,003,562 |
4
Three Months Ended March 31, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 29,994 | $ | 11,458 | ||||
Adjustments to reconcile net income to
net cash provided by operating activities: |
||||||||
Depreciation and amortization |
18,059 | 16,957 | ||||||
Gain on disposition of assets |
(16,404 | ) | (448 | ) | ||||
Deferred income tax expense |
2,097 | 8,933 | ||||||
Expenses not requiring cash |
2,796 | 3,156 | ||||||
Change in operating assets and liabilities |
(2,822 | ) | (4,375 | ) | ||||
Net cash provided by operating activities |
33,720 | 35,681 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(52,991 | ) | (35,940 | ) | ||||
Proceeds from the sale of assets |
21,625 | 958 | ||||||
Purchase of marketable securities |
(48,675 | ) | (43,550 | ) | ||||
Proceeds from sale of marketable securities |
28,102 | 61,550 | ||||||
Net cash used in investing activities |
(51,939 | ) | (16,982 | ) | ||||
Cash flows from financing activities: |
||||||||
Principal payments under debt obligations |
| | ||||||
Proceeds from common stock offering |
| 99,947 | ||||||
Proceeds from stock options exercised |
| 6,067 | ||||||
Excess tax benefit from stock based compensation |
140 | 1,741 | ||||||
Net cash provided by financing activities |
140 | 107,755 | ||||||
Net increase (decrease) in cash and cash equivalents |
(18,079 | ) | 126,454 | |||||
Cash and cash equivalents at beginning of year |
92,203 | 60,176 | ||||||
Cash and cash equivalents at end of period |
$ | 74,124 | $ | 186,630 | ||||
Supplemental cash flow information: |
||||||||
Interest paid |
$ | 2,164 | $ | 3,314 | ||||
Income taxes paid |
$ | 3,052 | $ | 2,487 |
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 March 31, 2007 and December 31, 2006, (2) the results of operations for the three months ended March 31, 2007 and 2006, and (3) cash flows for the three months ended March 31, 2007 and 2006. Results for the three months ended March 31, 2007 are not necessarily indicative of the results that will be realized for the year ending December 31, 2007. The financial statements should be read in conjunction with our Form 10-K for the year ended December 31, 2006. | |
Stock-Based Compensation Total stock-based compensation expense recognized under SFAS No. 123R for the three months ended March 31, 2007 and 2006, was $1.8 million and $1.2 million respectively, of which $1.8 million and $1.1 million, respectively, was related to restricted stock plan expense. Stock-based compensation expense is included in our consolidated condensed income statement in General and administration expense. Unvested stock options at December 31, 2006 and March 31, 2007 were 8,334 and zero, respectively. Total unrecognized compensation cost related to stock options granted under our plans was approximately $1,200 at December 31, 2006 and zero at March 31, 2007. The Company had 3,238,800 outstanding and exercisable stock options as of March 31, 2007, the aggregate intrinsic value of which was $4.2 million, with a weighted average exercise price of $7.57. Unvested restricted stock awards at December 31, 2006 and March 31, 2007 were 1,556,485 shares and 2,167,498 shares, respectively. Total unrecognized compensation cost related to unamortized restricted stock awards was $4.8 million as of December 31, 2006 and $10.1 million as of March 31, 2007. There were 793,845 restricted shares granted (net of forfeitures) to certain officers and key employees during the three months ended March 31, 2007. The remaining unrecognized compensation cost related to unamortized restricted stock awards will be amortized over a weighted-average vesting period of approximately one year. | ||
During the three months ended March 31, 2006 the valuation assumptions used in our Black-Scholes option pricing model to estimate the fair value of stock options granted were 16.9 percent for expected volatility, .25 years expected term, 4.23 percent risk free interest rate and there was no expected dividend yield. There were no stock options granted in the first quarter of 2007. | ||
The tax benefit realized for the tax deductions from restricted stock vesting totaled $140,000 for the three months ended March 31, 2007, which has been reported as a financing cash inflow in the consolidated condensed statement of cash flows. No options were exercised for the three months ended March 31, 2007. | ||
2. | Common Stock Offering In January 2006, we issued 8,900,000 shares of common stock pursuant to a Free Writing Prospectus dated January 17, 2006 and a Prospectus Supplement dated January 18, 2006. On January 23, 2006, we realized $11.23 per share or a total of $99.9 million of net proceeds before expenses, but after underwriter discount, from the offering. |
6
3. | Earnings Per Share (EPS) |
Three Months Ended March 31, 2007 | ||||||||||||
Income | Shares | Per-Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
Basic EPS: |
||||||||||||
Net income |
$ | 29,994,000 | 107,743,870 | $ | 0.28 | |||||||
Effect of dilutive securities: |
||||||||||||
Stock options and restricted stock |
| 1,720,792 | | |||||||||
Diluted EPS: |
||||||||||||
Net income |
$ | 29,994,000 | 109,464,663 | $ | 0.27 | |||||||
Three Months Ended March 31, 2006 | ||||||||||||
Income | Shares | Per-Share | ||||||||||
(Numerator) | (Denominator) | Amount | ||||||||||
Basic EPS: |
||||||||||||
Net income |
$ | 11,458,000 | 104,469,893 | $ | 0.11 | |||||||
Effect of dilutive securities: |
||||||||||||
Stock options and restricted stock |
| 1,533,669 | | |||||||||
Diluted EPS: |
||||||||||||
Net income |
$ | 11,458,000 | 106,003,562 | $ | 0.11 | |||||||
7
4. | Business Segments The primary services we provide are as follows: U.S. drilling, international drilling and rental tools. Information regarding our operations by industry segment for the three months ended March 31, 2007 and 2006 is as follows: |
Three Months Ended March 31, | ||||||||
2007 | 2006 | |||||||
(Dollars in Thousands) | ||||||||
Drilling and rental revenues: |
||||||||
U.S. drilling |
$ | 61,624 | $ | 40,253 | ||||
International drilling |
59,674 | 79,830 | ||||||
Rental tools |
29,975 | 27,251 | ||||||
Total drilling and rental revenues |
$ | 151,273 | $ | 147,334 | ||||
Drilling and rental operating income: |
||||||||
U.S. drilling |
$ | 27,474 | $ | 16,937 | ||||
International drilling |
8,260 | 9,950 | ||||||
Rental tools |
13,773 | 12,186 | ||||||
Total drilling and rental operating income |
49,507 | 39,073 | ||||||
General and administration expense |
(5,888 | ) | (5,702 | ) | ||||
Gain on disposition of assets, net |
16,404 | 448 | ||||||
Total operating income |
60,023 | 33,819 | ||||||
Interest expense |
(6,330 | ) | (9,101 | ) | ||||
Changes in fair value of derivative positions |
(381 | ) | 813 | |||||
Loss on extinguishment of debt |
| (2 | ) | |||||
Other |
791 | 425 | ||||||
Income before income taxes |
$ | 54,103 | $ | 25,954 | ||||
5. | Disposition of Assets During the first quarter of 2007 we sold workover barge Rigs 9 and 26 for proceeds of approximately $20.5 million resulting in a recognized gain of $15.1 million. These two rigs were classified as assets held for sale as of December 31, 2006. | |
6. | Accounting for Uncertainty in Income Taxes In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48). This accounting statement prescribes financial statement recognition threshold and measurement criteria for tax positions taken or expected to be taken in tax returns. | |
The Company adopted FIN 48 effective January 1, 2007. As a result, the Company has increased its liability by $54.5 million for unrecognized tax amounts related to various federal, state and international tax matters. Included in this amount is $35.1 million of tax positions, that, if recognized, would have impacted the Companys effective tax rate. The recognition of this liability is required under FIN 48 because of the uncertainty regarding the ultimate outcome of certain tax positions. Although the Companys position regarding the ultimate outcome of these matters is unchanged, the Company is now required to record a liability at a lower threshold across the Companys worldwide operations. The Company has accounted for the entire $54.5 million as a reduction to the January 1, 2007 balance of retained earnings. | ||
Of the $54.5 million referred to above, $49 million is related to Kazakhstan. For a complete overview of this issue, see Kazakhstan Tax Claims in Note 10. |
8
Accounting for Uncertainty in Income Taxes (continued) | ||
The Company has classified currency fluctuations, interest and penalties as a component of tax expense. On January 1, 2007, we recorded approximately $41.3 million for interest and penalties related to uncertain tax positions. During the three months ended March 31, 2007, the Company recognized an additional liability of approximately $1.9 million, comprising of currency fluctuations, interest and a release of a previously recognized liability. The Company does not expect that the unrecognized tax amounts will change significantly within the next twelve months. | ||
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business our returns are subject to examination by taxing authorities throughout the world. | ||
7. | Income Tax Expense Income tax expense was $24.1 million for the first quarter of 2007, as compared to income tax expense of $14.5 million for the first quarter of 2006. The $9.6 million increase in taxes was due primarily to the impact of the gain recognized upon the sale of the two workover barge rigs, the inclusion of FIN 48 (described in Note 6) and the increase in operating income primarily from U.S. operations. | |
8. | Long-Term Debt |
March 31, 2007 | December 31, 2006 | |||||||
(Dollars in Thousands) | ||||||||
Senior Notes: |
||||||||
Interest rate floating (LIBOR + 4.75%), due 2010 |
$ | 100,000 | $ | 100,000 | ||||
Interest rate 9.625%, due 2013 |
229,206 | 229,368 | ||||||
Total debt |
329,206 | 329,368 | ||||||
Less current portion |
| | ||||||
Total long-term debt |
$ | 329,206 | $ | 329,368 | ||||
Our current $40.0 million 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. Availability under the revolving credit facility is subject to a borrowing base limitation based on 85 percent of eligible receivables plus a value for eligible rental tools equipment. The credit facility calls for a borrowing base calculation only when the credit facility has outstanding loans, including letters of credit, totaling at least $25.0 million. As of March 31, 2007, there were $21.1 million in letters of credit outstanding and no loans. On March 1, 2006, an amendment was signed to eliminate the $25.0 million sub-limit for letters of credit and to give us the ability to prepay outstanding Senior Notes and Senior Floating Rate Notes without limitation concerning commitments under the credit facility. | ||
9. | Derivative Instruments We use derivative instruments to manage risks associated with interest rate fluctuations in connection with our $100.0 million Senior Floating Rate Notes. These derivative instruments, which consist of variable-to-fixed interest rate swaps, do not meet the hedge criteria in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and are therefore not designated as hedges. Accordingly, the change in the fair value of the interest rate swaps is recognized currently in earnings. |
9
Derivative Instruments (continued) | ||
As of March 31, 2007, we had the following derivative instruments outstanding related to our interest rate swaps, which are included in Other current assets and Other noncurrent assets as determined by their termination dates: |
Effective | Termination | Notional | Floating | Fixed | Fair | |||||||||||
Date | Date | Amount | Rate | Rate | Value | |||||||||||
(Dollars in Thousands) | ||||||||||||||||
September 1, 2005
|
September 2, 2008 | $ | 50,000 | Three-month LIBOR plus 475 basis points | 8.83 | % | $ | 543 | ||||||||
September 1, 2005
|
September 4, 2007 | $ | 50,000 | Three-month LIBOR plus 475 basis points | 8.48 | % | 398 | |||||||||
$ | 941 | |||||||||||||||
10. | Contingencies | |
Kazakhstan Tax Claims | ||
On October 12, 2005, the Kazakhstan Branch (PKD Kazakhstan) of 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 $115.1 million). Approximately KZT 7.5 billion or $58.3 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 KZT 7.4 billion or $56.8 million for corporate income tax, individual income tax and social tax, administrative fines and interest in connection with the reimbursements received from the client for the upgrade of barge Rig 257 and other issues (the Income Tax Assessment). | ||
The VAT and Income Tax Assessment were both appealed to the Astana City Court and on April 6, 2006, the Astana City Court issued an opinion in favor of PKD Kazakhstan on the Income Tax Assessment and in favor of MinFin on the VAT Assessment, but reduced the amount of the VAT Assessment. MinFin and PKD Kazakhstan both appealed the decision of the Astana City Court to the Civil Panel of the Supreme Court of Kazakhstan. On May 24, 2006, the Civil Panel of the Supreme Court issued a decision upholding the ruling of the Astana City Court on 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 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 | ||
Contrary to two previous rulings on this precise issue, the May 24, 2006, ruling of the Civil Panel of the Supreme Court affirmed the Income Tax Assessment. PKD Kazakhstan immediately made application for a stay of execution of the ruling, based on the fact that the Supreme Court has decided this issue in favor of PKD Kazakhstan on two previous occasions and because the decision is inconsistent with the US-Kazakhstan tax treaty, and also requested that the five-member supervisory panel of the Supreme Court grant a supervisory review of the decision. On May 30, 2006, the Supreme Court granted a stay of execution of the decision pending a determination of the five-member panel of the Supreme Court whether or not to grant supervisory review of the decision. |
10
Contingencies (continued) | ||
The Supreme Court repeatedly postponed a decision on the issue of supervisory review, which postponement was apparently granted to allow the Competent Authority from the U.S. and Kazakhstan to address this matter. Competent Authority review is a tax treaty procedure to resolve disputes as to which country may tax income covered under the treaty. In response to the petition initiated by PKD Kazakhstan and pursuant to the Mutual Agreement Procedures of the U.S.-Kazakhstan Tax Treaty, the Competent Authority of the U.S. IRS Treaty Division and MinFin held meetings in Astana, Kazakhstan, on March 21 and 22, 2007, to address the treaty issues. The respective Competent Authorities were unable to achieve mutual agreement as to which country may tax the income in issue under the tax treaty. | ||
On April 12, 2007, the Supreme Court determined that the May 24, 2006, ruling of the Supreme Court should be reviewed by a five member supervisory panel of the Supreme Court because there was doubt as to the lawfulness and validity of the May 24, 2006 ruling. In its ruling sending the case to the supervisory panel, the Supreme Court cited examples of how the May 24, 2006, ruling had wrongfully applied certain provisions of the Kazakhstan Tax Code, had relied upon irrelevant evidence and had not taken into account the double taxation provisions of the US-Kazakhstan Tax Treaty. Based on previous rulings of the Supreme Court in favor of PKD Kazakhstan, the recent ruling subjecting the latest Supreme Court decision to supervisory review and the provisions of the tax treaty, the Company has a substantial basis to believe the May 24, 2006, decision will not be upheld. | ||
The accounting treatment of this pending tax matter under the new FIN 48 interpretation is addressed in Note 6. | ||
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. This case was dismissed against the subsidiary of the Company based on forum non conveniens, a legal defense raised by the subsidiary claiming that Houston, Texas, is not the appropriate location for this suit to be filed. The plaintiffs have appealed this dismissal; however the Company believes the plaintiffs prospects of being successful on appeal is remote. | ||
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. | ||
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 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 the Company. Out of 528 amended single-plaintiff complaints filed to date, eleven plaintiffs have identified Parker Drilling or one of its affiliates as a defendant. |
11
Contingencies (continued) | ||
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, there can be no assurance as to the ultimate outcome of these lawsuits. | ||
11. | Recent Accounting Pronouncements | |
In September 2006, the FASB issued SFAS No. 157, Fair Value Measures (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. SFAS 157 is effective for fiscal years beginning after November 15, 2007 (i.e., the beginning of the Companys fiscal year 2008). The Company is currently evaluating the impact of SFAS 157 on its Consolidated Financial Statements. | ||
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities-Including an Amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 allows certain financial assets and liabilities to be recognized, at the Companys election, at fair market value, with any gains or losses for the period recorded in the statement of income. This gives a company the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The statement is effective for fiscal years beginning after November 15, 2007. The Company has not determined the impact on its Consolidated Financial Statements, if any, of the adoption of SFAS No. 159. | ||
12. | Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements Set forth on the following pages are the unaudited consolidating condensed financial statements of (i) Parker Drilling, (ii) our restricted subsidiaries that are guarantors of the Senior Notes and (iii) our restricted and unrestricted subsidiaries that are not guarantors of the Senior Notes. All of our Senior Notes are guaranteed by substantially all of the 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. | |
The non-guarantor subsidiaries are AralParker (a Kazakhstan closed joint stock company, owned 80 percent by Parker Drilling (Kazakstan), Ltd. and 20 percent by Aralnedra, CJSC), Casuarina Limited (a wholly-owned captive insurance company), KDN Drilling Limited, 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 Asia Pacific, LLC, Parker Drilling Kazakhstan B.V., Parker Drilling Netherlands B.V., Parker Drilling International B.V., Parker Drilling Offshore B.V., Parker Drilling Overseas B.V., Parker Drilling Russia B.V., Parker Drilling Dutch B.V., Parker Drilling AME Limited, Parker Drillsource, LLC, Parker 3source, LLC, Parker Enex, LLC, Parker Hungary Rig Holdings Limited Liability Company, Parker 5272, LLC, Parker Drilling Spain Rig Services S.L., Parker Cyprus Leasing Limited, Parker Cyprus Ventures Limited, PD International Holdings C.V., PD Dutch Holdings C.V., PD Offshore Holdings C.V. and PD Selective Holdings, C.V. We are providing unaudited consolidating condensed financial information of the parent, Parker Drilling, the guarantor subsidiaries, and the non-guarantor subsidiaries as of March 31, 2007 and December 31, 2006 and for the three months ended March 31, 2007 and 2006. The condensed consolidating financial statements present investments in both consolidated and unconsolidated subsidiaries using the equity method of accounting. |
12
March 31, 2007 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 41,390 | $ | 18,657 | $ | 14,077 | $ | | $ | 74,124 | ||||||||||
Marketable securities |
81,500 | 1,993 | | | 83,493 | |||||||||||||||
Accounts and notes receivable, net |
62,209 | 159,619 | 37,349 | (135,948 | ) | 123,229 | ||||||||||||||
Rig materials and supplies |
| 8,062 | 7,895 | | 15,957 | |||||||||||||||
Deferred costs |
| 4,401 | 1,067 | | 5,468 | |||||||||||||||
Other current assets |
17,862 | 23,199 | 1,540 | 54 | 42,655 | |||||||||||||||
Total current assets |
202,961 | 215,931 | 61,928 | (135,894 | ) | 344,926 | ||||||||||||||
Property, plant and equipment, net |
134 | 375,358 | 95,463 | 122 | 471,077 | |||||||||||||||
Assets held for sale |
| | | | | |||||||||||||||
Goodwill |
| 100,315 | | | 100,315 | |||||||||||||||
Investment in subsidiaries and intercompany advances |
657,164 | 899,593 | 6,311 | (1,563,068 | ) | | ||||||||||||||
Other noncurrent assets |
5,838 | 21,820 | 10,787 | | 38,445 | |||||||||||||||
Total assets |
$ | 866,097 | $ | 1,613,017 | $ | 174,489 | $ | (1,698,840 | ) | $ | 954,763 | |||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Accounts payable and accrued liabilities |
$ | 52,749 | $ | 178,311 | $ | 43,919 | $ | (185,102 | ) | $ | 89,877 | |||||||||
Accrued income taxes |
620 | 21,445 | 504 | | 22,569 | |||||||||||||||
Total current liabilities |
53,369 | 199,756 | 44,423 | (185,102 | ) | 112,446 | ||||||||||||||
Long-term debt |
329,206 | | | | 329,206 | |||||||||||||||
Other long-term liabilities |
(28,171 | ) | 85,008 | 8,531 | | 65,368 | ||||||||||||||
Long-term deferred tax liability |
| 10,633 | | | 10,633 | |||||||||||||||
Intercompany payables |
74,583 | 577,255 | 31,520 | (683,358 | ) | | ||||||||||||||
Stockholders equity: |
||||||||||||||||||||
Common stock |
18,369 | 39,899 | 21,153 | (61,052 | ) | 18,369 | ||||||||||||||
Capital in excess of par value |
570,620 | 1,022,780 | 68,926 | (1,091,706 | ) | 570,620 | ||||||||||||||
Retained earnings (accumulated deficit) |
(151,879 | ) | (322,314 | ) | (64 | ) | 322,378 | (151,879 | ) | |||||||||||
Total stockholders equity |
437,110 | 740,365 | 90,015 | (830,380 | ) | 437,110 | ||||||||||||||
Total liabilities and stockholders equity |
$ | 866,097 | $ | 1,613,017 | $ | 174,489 | $ | (1,698,840 | ) | $ | 954,763 | |||||||||
13
December 31, 2006 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
ASSETS |
||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 60,029 | $ | 14,367 | $ | 17,807 | $ | | $ | 92,203 | ||||||||||
Marketable securities |
60,920 | 2,000 | | | 62,920 | |||||||||||||||
Accounts and notes receivable, net |
53,844 | 143,905 | 33,625 | (119,015 | ) | 112,359 | ||||||||||||||
Rig materials and supplies |
| 7,173 | 7,827 | | 15,000 | |||||||||||||||
Deferred costs |
| 6,321 | 341 | | 6,662 | |||||||||||||||
Other current assets |
18,105 | 8,969 | 1,319 | 37 | 28,430 | |||||||||||||||
Total current assets |
192,898 | 182,735 | 60,919 | (118,978 | ) | 317,574 | ||||||||||||||
Property, plant and equipment, net |
134 | 354,356 | 80,861 | 122 | 435,473 | |||||||||||||||
Assets held for sale |
| 4,828 | | | 4,828 | |||||||||||||||
Goodwill |
| 100,315 | | | 100,315 | |||||||||||||||
Investment in subsidiaries and intercompany advances |
694,050 | 846,800 | (8,053 | ) | (1,532,797 | ) | | |||||||||||||
Other noncurrent assets |
18,043 | 19,774 | 5,294 | | 43,111 | |||||||||||||||
Total assets |
$ | 905,125 | $ | 1,508,808 | $ | 139,021 | $ | (1,651,653 | ) | $ | 901,301 | |||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||
Accounts payable and accrued liabilities |
$ | 44,667 | $ | 175,092 | $ | 44,611 | $ | (169,144 | ) | $ | 95,226 | |||||||||
Accrued income taxes |
(10,514 | ) | 17,039 | 152 | | 6,677 | ||||||||||||||
Total current liabilities |
34,153 | 192,131 | 44,763 | (169,144 | ) | 101,903 | ||||||||||||||
Long-term debt |
329,368 | | | | 329,368 | |||||||||||||||
Other long-term liabilities |
1,596 | 9,030 | 265 | 40 | 10,931 | |||||||||||||||
Intercompany payables |
80,909 | 544,250 | 37,219 | (662,378 | ) | | ||||||||||||||
Stockholders equity: |
||||||||||||||||||||
Common stock |
18,220 | 39,899 | 21,251 | (61,150 | ) | 18,220 | ||||||||||||||
Capital in excess of par value |
568,253 | 1,013,736 | 34,526 | (1,048,262 | ) | 568,253 | ||||||||||||||
Retained earnings (accumulated deficit) |
(127,374 | ) | (290,238 | ) | 997 | 289,241 | (127,374 | ) | ||||||||||||
Total stockholders equity |
459,099 | 763,397 | 56,774 | (820,171 | ) | 459,099 | ||||||||||||||
Total liabilities and stockholders equity |
$ | 905,125 | $ | 1,508,808 | $ | 139,021 | $ | (1,651,653 | ) | $ | 901,301 | |||||||||
14
PARKER DRILLING COMPANY AND SUBSIDIARIES | ||||||||||||
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS | ||||||||||||
(Dollars in Thousands) |
Three months ended March 31, 2007 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Drilling and rental revenues |
$ | | $ | 138,138 | $ | 19,842 | $ | (6,707 | ) | $ | 151,273 | |||||||||
Drilling and rental operating expenses |
| 73,574 | 16,840 | (6,707 | ) | 83,707 | ||||||||||||||
Depreciation and amortization |
| 17,021 | 1,038 | | 18,059 | |||||||||||||||
Drilling and rental operating income |
| 47,543 | 1,964 | | 49,507 | |||||||||||||||
General and administration expense (1) |
(41 | ) | (5,786 | ) | (61 | ) | | (5,888 | ) | |||||||||||
Gain (loss) on disposition of assets, net |
| 16,424 | (20 | ) | | 16,404 | ||||||||||||||
Total operating income (loss) |
(41 | ) | 58,181 | 1,883 | | 60,023 | ||||||||||||||
Other income and (expense): |
||||||||||||||||||||
Interest expense |
(7,521 | ) | (11,796 | ) | (236 | ) | 13,223 | (6,330 | ) | |||||||||||
Changes in fair value of derivative
positions |
(381 | ) | | | | (381 | ) | |||||||||||||
Interest income |
12,122 | 2,098 | 787 | (13,223 | ) | 1,784 | ||||||||||||||
Loss on extinguishment of debt |
| | | | | |||||||||||||||
Minority interest |
| | (1,000 | ) | | (1,000 | ) | |||||||||||||
Other |
| (6 | ) | 13 | | 7 | ||||||||||||||
Equity in net earnings of subsidiaries |
39,559 | | | (39,559 | ) | | ||||||||||||||
Total other income and (expense) |
43,779 | (9,704 | ) | (436 | ) | (39,559 | ) | (5,920 | ) | |||||||||||
Income (loss) before income taxes |
43,738 | 48,477 | 1,447 | (39,559 | ) | 54,103 | ||||||||||||||
Income tax expense (benefit): |
||||||||||||||||||||
Current |
13,332 | 8,059 | 621 | | 22,012 | |||||||||||||||
Deferred |
412 | 1,416 | 269 | | 2,097 | |||||||||||||||
Income tax expense |
13,744 | 9,475 | 890 | | 24,109 | |||||||||||||||
Net income (loss) |
$ | 29,994 | $ | 39,002 | $ | 557 | $ | (39,559 | ) | $ | 29,994 | |||||||||
(1) | All field operations general and administration expenses are included in operating expenses. |
15
Three Months Ended March 31, 2006 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Drilling and rental revenues |
$ | | $ | 117,746 | $ | 42,680 | $ | (13,092 | ) | $ | 147,334 | |||||||||
Drilling and rental operating expenses |
| 63,181 | 41,215 | (13,092 | ) | 91,304 | ||||||||||||||
Depreciation and amortization |
| 15,937 | 1,020 | | 16,957 | |||||||||||||||
Drilling and rental operating income |
| 38,628 | 445 | | 39,073 | |||||||||||||||
General and administration expense(1) |
(55 | ) | (5,638 | ) | (9 | ) | | 5,702 | ||||||||||||
Gain on disposition of assets, net |
| 401 | 47 | | 448 | |||||||||||||||
Total operating income (loss) |
(55 | ) | 33,391 | 483 | | 33,819 | ||||||||||||||
Other income and (expense): |
||||||||||||||||||||
Interest expense |
(10,287 | ) | (11,796 | ) | (510 | ) | 13,492 | (9,101 | ) | |||||||||||
Changes in fair value of derivative positions |
813 | | | | 813 | |||||||||||||||
Interest income |
12,074 | 2,017 | 807 | (13,492 | ) | 1,406 | ||||||||||||||
Loss on extinguishment of debt |
(2 | ) | | | | (2 | ) | |||||||||||||
Minority interest |
| | (964 | ) | | (964 | ) | |||||||||||||
Other |
| (17 | ) | | | (17 | ) | |||||||||||||
Equity in net earnings of subsidiaries |
18,943 | | | (18,943 | ) | | ||||||||||||||
Total other income and (expense) |
21,541 | (9,796 | ) | (667 | ) | (18,943 | ) | (7,865 | ) | |||||||||||
Income (loss) before income taxes |
21,486 | 23,595 | (184 | ) | (18,943 | ) | 25,954 | |||||||||||||
Income tax expense (benefit): |
||||||||||||||||||||
Current |
744 | 3,011 | 1,808 | | 5,563 | |||||||||||||||
Deferred |
9,284 | (290 | ) | (61 | ) | | 8,933 | |||||||||||||
Income tax expense |
10,028 | 2,721 | 1,747 | | 14,496 | |||||||||||||||
Income (loss) from continuing operations |
11,458 | 20,874 | (1,931 | ) | (18,943 | ) | 11,458 | |||||||||||||
Discontinued operations |
| | | | | |||||||||||||||
Net income (loss) |
$ | 11,458 | $ | 20,874 | $ | (1,931 | ) | $ | (18,943 | ) | $ | 11,458 | ||||||||
(1) | All field operations general and administration expenses are included in operating expenses. |
16
Three months ended March 31, 2007 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net income (loss) |
$ | 29,994 | $ | 39,002 | $ | 557 | $ | (39,559 | ) | $ | 29,994 | |||||||||
Adjustments to reconcile net income (loss)
to net cash provided by operating activities: |
||||||||||||||||||||
Depreciation and amortization |
| 17,021 | 1,038 | | 18,059 | |||||||||||||||
Amortization of debt issuance and premium |
| | ||||||||||||||||||
Loss on extinguishment of debt |
| | ||||||||||||||||||
Gain on disposition of assets |
| (16,424 | ) | 20 | | (16,404 | ) | |||||||||||||
Deferred income tax expense (benefit) |
412 | 1,416 | 269 | | 2,097 | |||||||||||||||
Other |
2,438 | 456 | (98 | ) | | 2,796 | ||||||||||||||
Equity in net earnings of subsidiaries |
(39,559 | ) | | | 39,559 | | ||||||||||||||
Change in assets and liabilities: |
11,095 | (42,625 | ) | 28,708 | | (2,822 | ) | |||||||||||||
Net cash (used in) provided by operating activities |
4,380 | (1,154 | ) | 30,494 | | 33,720 | ||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
| (38,174 | ) | (14,817 | ) | | (52,991 | ) | ||||||||||||
Investment in joint venture
Proceeds from the sale of assets |
| 20,969 | 656 | | 21,625 | |||||||||||||||
Proceeds from insurance settlements |
| | ||||||||||||||||||
Purchase of marketable securities |
(48,675 | ) | | (48,675 | ) | |||||||||||||||
Sale of marketable securities |
28,102 | | 28,102 | |||||||||||||||||
Net cash used in investing activities |
(20,573 | ) | (17,205 | ) | (14,161 | ) | | (51,939 | ) | |||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Principal payments under debt obligations |
| | ||||||||||||||||||
Proceeds from common stock offering |
| | ||||||||||||||||||
Proceeds from stock options exercised |
| | | | | |||||||||||||||
Excess tax benefit from stock options exercised |
140 | 140 | ||||||||||||||||||
Intercompany advances, net |
(2,586 | ) | 22,649 | (20,063 | ) | | | |||||||||||||
Net cash used in financing activities |
(2,446 | ) | 22,649 | (20,063 | ) | | 140 | |||||||||||||
Net change in cash and cash equivalents |
(18,639 | ) | 4,290 | (3,730 | ) | | (18,079 | ) | ||||||||||||
Cash and cash equivalents at beginning of period |
60,029 | 14,367 | 17,807 | | 92,203 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 41,390 | $ | 18,657 | $ | 14,077 | $ | | $ | 74,124 | ||||||||||
17
Three Months Ended March 31, 2006 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net income (loss) |
$ | 11,458 | $ | 20,874 | $ | (1,931 | ) | $ | (18,943 | ) | $ | 11,458 | ||||||||
Adjustments to reconcile net income (loss) to net
cash provided by operating activities: |
||||||||||||||||||||
Depreciation and amortization |
| 15,937 | 1,020 | | 16,957 | |||||||||||||||
Gain on disposition of assets |
| (401 | ) | (47 | ) | | (448 | ) | ||||||||||||
Deferred tax expense (benefit) |
9,284 | (290 | ) | (61 | ) | | 8,933 | |||||||||||||
Expenses not requiring cash |
2,856 | 300 | | | 3,156 | |||||||||||||||
Equity in net earnings of subsidiaries |
(18,943 | ) | | | 18,943 | | ||||||||||||||
Change in operating assets and liabilities |
2,159 | (10,771 | ) | 4,237 | | (4,375 | ) | |||||||||||||
Net cash provided by operating activities |
6,814 | 25,649 | 3,218 | | 35,681 | |||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Capital expenditures |
| (35,079 | ) | (861 | ) | | (35,940 | ) | ||||||||||||
Proceeds from the sale of assets |
| 189 | 769 | | 958 | |||||||||||||||
Purchase of marketable securities |
(43,550 | ) | | | | (43,550 | ) | |||||||||||||
Proceeds from sale of marketable securities |
59,550 | 2,000 | | | 61,550 | |||||||||||||||
Net cash provided by (used in) investing activities |
16,000 | (32,890 | ) | (92 | ) | | (16,982 | ) | ||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from common stock offering |
99,947 | | | | 99,947 | |||||||||||||||
Proceeds from stock options exercised |
6,067 | | | | 6,067 | |||||||||||||||
Excess tax benefit from stock options exercised |
1,741 | | | | 1,741 | |||||||||||||||
Intercompany advances, net |
(9,442 | ) | 7,036 | 2,406 | | | ||||||||||||||
Net cash provided by financing activities |
98,313 | 7,036 | 2,406 | | 107,755 | |||||||||||||||
Net increase (decrease) in cash and cash equivalents |
121,127 | (205 | ) | 5,532 | | 126,454 | ||||||||||||||
Cash and cash equivalents at beginning of year |
31,978 | 11,145 | 17,053 | | 60,176 | |||||||||||||||
Cash and cash equivalents at end of period |
$ | 153,105 | $ | 10,940 | $ | 22,585 | $ | | $ | 186,630 | ||||||||||
18
| 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; | ||
| capital expenditures for acquisition of rigs, construction of new rigs or major upgrades to existing rigs; | ||
| entering into joint venture agreements with local companies; | ||
| 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 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; | ||
| the U.S. economy and the demand for natural gas; | ||
| fluctuations in the market prices of oil and 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; | ||
| adverse environmental events; | ||
| adverse weather conditions; | ||
| changes in the concentration of customer and supplier relationships; | ||
| unexpected cost increases for new construction and upgrade and refurbishment projects; | ||
| delays in obtaining components for capital projects; | ||
| shortages of skilled labor; | ||
| unanticipated cancellation of contracts by operators without cause; | ||
| breakdown of equipment and other operational problems; | ||
| changes in competition; and | ||
| other similar factors (some of which are discussed in documents referred to in this Form 10-Q). |
19
20
21
Three Months Ended March 31, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Drilling and rental revenues: |
||||||||||||||||
U.S. drilling |
$ | 61,624 | 41 | % | $ | 40,253 | 27 | % | ||||||||
International drilling |
59,674 | 39 | % | 79,830 | 54 | % | ||||||||||
Rental tools |
29,975 | 20 | % | 27,251 | 19 | % | ||||||||||
Total drilling and rental revenues |
$ | 151,273 | 100 | % | $ | 147,334 | 100 | % | ||||||||
Drilling and rental operating income: |
||||||||||||||||
U.S. drilling gross margin excluding depreciation and amortization (1) |
$ | 34,863 | 57 | % | $ | 21,994 | 55 | % | ||||||||
International drilling gross margin excluding depreciation and amortization (1) |
13,891 | 23 | % | 17,255 | 22 | % | ||||||||||
Rental tools gross margin excluding depreciation and amortization (1) |
18,812 | 63 | % | 16,781 | 62 | % | ||||||||||
Depreciation and amortization |
(18,059 | ) | (16,957 | ) | ||||||||||||
Total drilling and rental operating income (2) |
49,507 | 39,073 | ||||||||||||||
General and administration expense |
(5,888 | ) | (5,702 | ) | ||||||||||||
Gain on disposition of assets, net |
16,404 | 448 | ||||||||||||||
Total operating income |
$ | 60,023 | $ | 33,819 | ||||||||||||
(1) | Drilling and rental gross margins, excluding depreciation and amortization, are computed as drilling and rental revenues less direct drilling and rental operating expenses, excluding depreciation and amortization expense; drilling and rental gross margin percentages are computed as drilling and rental gross margin excluding depreciation and amortization as a percent of drilling and rental 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 drilling and rental 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: |
International | ||||||||||||
U.S. Drilling | Drilling | Rental Tools | ||||||||||
(Dollars in Thousands) | ||||||||||||
Three Months Ended March 31, 2007 |
||||||||||||
Drilling and rental operating income (2) |
$ | 27,474 | $ | 8,260 | $ | 13,773 | ||||||
Depreciation and amortization |
7,389 | 5,631 | 5,039 | |||||||||
Drilling and rental gross margin excluding depreciation and amortization |
$ | 34,863 | $ | 13,891 | $ | 18,812 | ||||||
Three Months Ended March 31, 2006 |
||||||||||||
Drilling and rental operating income (2) |
$ | 16,937 | $ | 9,950 | $ | 12,186 | ||||||
Depreciation and amortization |
5,057 | 7,305 | 4,595 | |||||||||
Drilling and rental gross margin excluding depreciation and amortization |
$ | 21,994 | $ | 17,255 | $ | 16,781 | ||||||
(2) | Drilling and rental operating income drilling and rental revenues less direct drilling and rental operating expenses, including depreciation and amortization expense. |
22
23
24
| $100.0 million aggregate principal amount of Senior Floating Rate Notes bearing interest at a rate of LIBOR plus 4.75%, which are due September 1, 2010; and | ||
| $225.0 million aggregate principal amount of 9.625% Senior Notes, which are due October 1, 2013 plus an associated $4.2 million in unamortized debt premium. |
25
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) |
$ | 325,000 | $ | | $ | | $ | 100,000 | $ | 225,000 | ||||||||||
Long-term debt interest (1) |
170,862 | 30,413 | 60,973 | 46,992 | 32,484 | |||||||||||||||
Operating leases (2) |
11,416 | 5,572 | 4,487 | 1,357 | | |||||||||||||||
Purchase commitments (3) |
45,689 | 45,689 | | | | |||||||||||||||
Total contractual obligations |
$ | 552,967 | $ | 81,674 | $ | 65,460 | $ | 148,349 | $ | 257,484 | ||||||||||
Commercial commitments: |
||||||||||||||||||||
Revolving credit facility (4) |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Standby letters of credit (4) |
21,120 | 21,120 | | | | |||||||||||||||
Total commercial commitments |
$ | 21,120 | $ | 21,120 | $ | | $ | | $ | | ||||||||||
(1) | Long-term debt includes the principal and interest cash obligations of the 9.625% Senior Notes. The remaining unamortized premium of $4.2 million is not included in the contractual cash obligations schedule. A portion of the interest on the Senior Floating Rate Notes has been fixed through variable-to-fixed interest rate swap agreements. The issuer (Bank of America, N.A.) of each swap has the option to extend each swap for an additional two years at the termination of the initial swap period. For the purpose of this table, the highest interest rate currently hedged is used in calculating the interest on future floating rate periods. | |
(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 March 31, 2007, related to rig upgrade projects and new rig construction. | |
(4) | We have a $40.0 million revolving credit facility. As of March 31, 2007, no amounts have been drawn down, but $21.1 million of availability has been used to support letters of credit that have been issued, resulting in an estimated $18.9 million of availability. The revolving credit facility expires in December 2007. |
26
Effective | Termination | Notional | Floating | Fixed | Fair | |||||||||||
Date | Date | Amount | Rate | Rate | Value | |||||||||||
(Dollars in Thousands) | ||||||||||||||||
September 1, 2005
|
September 2, 2008 | $ | 50,000 | Three-month LIBOR plus 475 basis points | 8.83 | % | $ | 543 | ||||||||
September 1, 2005
|
September 4, 2007 | $ | 50,000 | Three-month LIBOR plus 475 basis points | 8.48 | % | 398 | |||||||||
$ | 941 | |||||||||||||||
27
Total Number | Maximum Number | |||||||||||||||
of Shares Purchased | of Shares That May | |||||||||||||||
as Part of Publicly | Yet be Purchased | |||||||||||||||
Total Number of | Average Price | Announced Plans | Under the Plans | |||||||||||||
Date | Shares Purchased | Paid Per Share | or Programs | or Programs | ||||||||||||
March 31, 2007 |
3,306 | $ | 9.79 | | |
1. | Election of Directors: The Stockholders elected two Class II directors to the board of directors of Parker Drilling Company to serve for a three-year term, until 2010: |
Robert E. McKee III |
||||
Votes cast in favor: |
101,948,515 | |||
Votes withheld: |
1,284,623 | |||
George J. Donnelly |
||||
Votes cast in favor: |
101,967,306 | |||
Votes withheld: |
1,265,832 |
2. | Proposal to amend the Companys Restated Certificate of Incorporation to increase the number of shares of authorized common stock from 140,000,000 to 280,000,000: |
Votes cast in favor: |
88,046,974 | |||
Votes against: |
13,635,051 | |||
Abstentions: |
1,551,113 |
3. | Proposal to ratify the appointment of KPMG LLP as independent registered public accountants for 2007: |
Votes cast in favor: |
102,077,106 | |||
Votes against: |
875,428 | |||
Abstentions: |
280,604 |
28
Exhibit | ||
Number | Description | |
4.1
|
Second Amendment to the Credit Agreement dated December 20, 2004 among Parker Drilling, as Borrower, the Several Lenders Parties thereto, Lehman Brothers, Inc., as Sole Advisor, Sole Lead Arranger and Sole Bookrunner, Bank of America, N.A., as Syndication Agent dated February 9, 2007 (incorporated by reference to Exhibit 10(c) to annual report on Form 10-K for the year ended December 31, 2006). | |
31.1
|
Section 302 Certification Chairman, President and Chief Executive Officer | |
31.2
|
Section 302 Certification Senior Vice President and Chief Financial Officer | |
32.1
|
Section 906 Certification Chairman, President and Chief Executive Officer | |
32.2
|
Section 906 Certification Senior Vice President and Chief Financial Officer |
29
Date: May 9, 2007 | PARKER DRILLING COMPANY Registrant |
|||
By: | /s/ Robert L. Parker Jr. | |||
Robert L. Parker Jr. | ||||
Chairman, President and Chief Executive Officer | ||||
By: | /s/ W. Kirk Brassfield | |||
W. Kirk Brassfield | ||||
Senior Vice President and Chief Financial Officer | ||||
30
Exhibit | ||
Number | Description | |
31.1
|
Section 302 Certification Chairman, President and Chief Executive Officer | |
31.2
|
Section 302 Certification Senior Vice President and Chief Financial Officer | |
32.1
|
Section 906 Certification Chairman, President and Chief Executive Officer | |
32.2
|
Section 906 Certification Senior Vice President and Chief Financial Officer |