Parker Wellbore Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Chapter 11 Emergence

Chapter 11 Emergence

6 Months Ended

Jun. 30, 2019

Note 2 - Chapter 11 Emergence

On December 12, 2018, prior to the commencement of the Chapter 11 Cases, the Debtors entered into a restructuring support agreement (as amended on January 28, 2019, the “RSA”) with certain significant holders of (1) 7.50% Senior Notes, due 2020 (the “7.50% Note Holders”) issued pursuant to the indenture (the “7.50% Notes Indenture”) dated July 30, 2013 (the “7.50% Notes”), by and among Parker Drilling, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (2) 6.75% Senior Notes, due 2022 (the “6.75% Note Holders”) issued pursuant to the indenture (the “6.75% Notes Indenture”) dated January 22, 2014 (the “6.75% Notes” and together with the 7.50% Notes, the “Senior Notes”), by and among Parker Drilling, the subsidiary guarantors party thereto and the Trustee, (3) Parker Drilling’s existing common stock (the “Predecessor Common Stock”) and (4) Parker Drilling’s 7.25% Series A Mandatory Convertible Preferred Stock (the “Predecessor Preferred Stock” and such holders to support a restructuring (the “Restructuring”) on the terms set forth in the Plan.

On the Petition Date, the Debtors filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas pursuant to a prearranged plan of reorganization. The Plan was confirmed by the Bankruptcy Court on March 7, 2019, and the Debtors emerged from the bankruptcy proceedings on March 26, 2019.

References to “Successor” relate to the consolidated condensed statement of operations or consolidated condensed balance sheet of the reorganized Company as of and subsequent to March 31, 2019. References to “Predecessor” relate to the consolidated condensed balance sheet of the Company prior to, and consolidated condensed statement of operations through and including, March 31, 2019.

On March 26, 2019:


(1)	the Company amended and restated its certificate of incorporation and bylaws;


(2)	the Company appointed new members to the Successor’s board of directors to replace directors of the Predecessor;


(3)	the Company issued:


•	2,827,323 shares of Successor Common Stock pro rata to 7.50% Note Holders;


•	5,178,860 shares of Successor Common Stock pro rata to 6.75% Note Holders;


•	90,558 shares of Successor Common Stock and 1,032,073 Successor warrants to purchase 1,032,073 shares of Successor Common Stock pro rata to holders of the Predecessor Preferred Stock;


•	135,838 shares of Successor Common Stock and 1,548,109 Successor warrants to purchase 1,548,109 shares of Successor Common Stock pro rata to holders of the Predecessor Common Stock;


•	504,577 shares of Successor Common Stock to commitment parties under that certain Backstop Commitment Agreement, dated December 12, 2018 and amended and restated on January 28, 2019, (as amended and restated, the “Backstop Commitment Agreement”) in respect of the commitment premium due thereunder;


•	1,403,910 shares of Successor Common Stock to the commitment parties under the Backstop Commitment Agreement in connection with their backstop obligation thereunder to purchase unsubscribed shares of Successor Common Stock; and


•	4,903,308 shares of Successor Common Stock to participants in the rights offering extended by Parker to the applicable classes under the Plan (including to the commitment parties party to the Backstop Commitment Agreement).

Reorganization Items

Any expenses, gains and losses that are realized or incurred subsequent to and as a direct result of the Chapter 11 Cases are recorded under reorganization items on our consolidated condensed statement of operations.

Reorganization items consisted of:



	Successor		Predecessor
	Three Months Ended June 30,		Three Months Ended March 31,			Six Months Ended June 30,
Dollars in thousands	2019		2019			2018
Gain on settlement of liabilities subject to compromise	$	—	$	(191,129	)	$	—
Fresh start valuation adjustments	—		242,567			—
Professional fees	962		30,107			—
Backstop premium on the rights offering paid in stock	—		11,033			—
Other	—		399			—
Reorganization items	$	962	$	92,977		$	—

Supplemental cash flow information related to reorganization items paid is as follows:



	Successor		Predecessor
	Three Months Ended June 30,		Three Months Ended March 31,		Six Months Ended June 30,
Dollars in thousands	2019		2019		2018
Reorganization items paid	$	20,132	$	8,617	$	—

Debtor in Possession Financing

Amounts outstanding against the debtor in possession financing facility were $10.0 million as of December 31, 2018. The debtor in possession financing facility was terminated as of March 26, 2019.

Liabilities Subject To Compromise

Pre-petition unsecured and under-secured obligations that could have been impacted by the Chapter 11 Cases have been classified as liabilities subject to compromise on our Predecessor consolidated condensed balance sheet. These liabilities were reported at the amounts allowed as claims by the Bankruptcy Court.

Liabilities subject to compromise consisted of:



	Successor		Predecessor
Dollars in thousands	June 30, 2019		December 31, 2018
Predecessor 6.75% senior notes, due July 2022	$	—	$	360,000
Predecessor 7.50% senior notes, due August 2020	—		225,000
Accrued interest on predecessor senior notes	—		15,996
Liabilities subject to compromise	$	—	$	600,996

Contractual interest expense for the three months ended March 31, 2019, on our senior notes was $10.3 million; however, no interested expense was accrued on the senior notes, as they were impaired and extinguished upon emergence. See also Note 6 - Debt for further details.

Note 3 - Fresh Start Accounting

Upon emergence from bankruptcy, we adopted fresh start accounting (“Fresh Start Accounting”) in accordance with Topic 852, which resulted in the Company becoming a new entity for financial reporting purposes. In accordance with Topic 852, the Company is required to adopt Fresh Start Accounting upon its emergence from bankruptcy because (1) the holders of the then existing common shares of the Predecessor received less than 50 percent of the new common shares of the Successor outstanding upon emergence and (2) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims.

Upon adoption of Fresh Start Accounting, the reorganization value derived from the enterprise value as disclosed in the Plan was allocated to the Company’s assets and liabilities based on their fair values (except for deferred income taxes) in accordance with FASB ASC Topic No. 805 - Business Combinations. The amount of deferred income taxes recorded was determined in accordance with FASB ASC Topic No. 740 - Income Taxes.

We evaluated the events between March 26, 2019 and March 31, 2019 and concluded that the use of an accounting convenience date of March 31, 2019 (“Fresh Start Reporting Date”) would not have a material impact on our consolidated condensed statement of operations or consolidated condensed balance sheet. As such, the application of fresh start accounting was reflected in our condensed consolidated balance sheet as of March 31, 2019 and fresh start accounting adjustments related thereto were included in our consolidated condensed statement of operations for the three months ended March 31, 2019.

As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plan, the Company’s consolidated condensed financial statements of the Successor, are not comparable to its consolidated condensed financial statements of the Predecessor.

The Company’s consolidated condensed financial statements and related footnotes are presented with a “black line” division, which emphasizes the lack of comparability between amounts presented as of and after March 31, 2019 and amounts presented for all prior periods. The Company’s financial results for future periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.

Reorganization Value

Under Topic 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of Fresh Start Accounting. The Plan confirmed by the Bankruptcy Court estimated a range of enterprise values between $365.0 million and $485.0 million, with a midpoint of $425.0 million. The Company deemed it appropriate to use the midpoint between the low end and high end of the range to determine the final enterprise value of $425.0 million.

The following table reconciles the enterprise value to the estimated fair value of our Successor Common Stock as of the Fresh Start Reporting Date:



Dollars in thousands
Enterprise value	$	425,000
Cash and cash equivalents and other	127,800
Fair value of term loan	(210,000		)
Fair value of successor stockholders’ equity	$	342,800

The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Fresh Start Reporting Date:



Dollars in thousands
Enterprise value	$	425,000
Cash and cash equivalents and other	127,800
Current liabilities	140,596
Non-current liabilities excluding long-term debt	20,985
Reorganization value of successor assets	$	714,381

With the assistance of financial advisors, we determined the enterprise and corresponding equity value of the Successor by calculating the present value of future cash flows based on our financial projections. The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in our valuations, as well as the realization of

certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, we cannot assure you that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially.

Valuation Process

The fair values of the Company’s principal assets, including drilling equipment, rental tools, real property, and intangible assets were estimated with the assistance of third party valuation advisors. The income approach, market approach, and the cost approach were considered for estimating the value of each individual asset. Although the income approach was not applied to value the machinery and equipment and real property assets individually, the Company did consider the earnings of the reporting unit within which each of these assets reside. Economic obsolescence related to machinery and equipment and real property was also considered and was applied to stacked and underutilized assets based upon the status of the asset. Economic obsolescence was also considered in situations in which the earnings of the applicable reporting unit in which the assets are employed suggest economic obsolescence. When penalizing assets for economic obsolescence, an additional economic obsolescence penalty was levied, while considering scrap value to be the floor value for an asset. Because more than one approach was used to develop a valuation, the various approaches were reconciled to determine a final value conclusion. The reorganization value was allocated to the Company’s individual assets and liabilities based on their fair values as follows:

Rig Materials and Supplies

The fair value of the rig materials and supplies was determined using the direct and indirect cost approaches. The rig materials and supplies were analyzed on a line-by-line basis and each asset was adjusted for age, physical depreciation, and obsolescence.

Property, Plant and Equipment

Building, Land and Improvements

The fair value of the land assets was estimated using the sales comparison (market) approach, which involved gathering data on comparable sales and current listings of land in each subject market, then adjusting the unit price (per acre or per square foot) of each comparable for differences in market conditions, location, size, and other factors. A per unit value conclusion was then determined based on the adjusted prices of the comparable sales and listings. Fair value of buildings and improvements was estimated using the direct cost approach, in which the estimated replacement cost new of the improvements was adjusted for accrued physical depreciation and any functional or external obsolescence. As a supporting approach, the total fair value of all real property assets for each location was estimated using the sales comparison (or market approach). Held for sale assets were included at their respective pending or listed prices. The fair value of the leasehold improvements was determined using the cost approach, adjusted as needed for asset type, age, physical deterioration and obsolescence.

Rental Tools

The fair value of the rental tools was determined using a combination of the cost approach and sales comparison (market) approach depending upon the asset type. The fair value utilizing the cost approach was adjusted as needed for asset type, age, physical deterioration, and obsolescence. For assets where an active secondary market exists, we utilized the sales comparison (market) approach to estimate the fair value of the assets, which involved gathering market data and analyzing comparable sales of similar assets.

Drilling Equipment

The fair value of the drilling equipment was determined using a combination of the discounted cash flow method (income approach), the cost approach, and the sales comparison (market) approach. The income approach was utilized to estimate the fair value of drilling equipment that generated positive returns on projected cash flows over the remaining economic useful life of the drilling equipment and compared to the fair value utilizing the cost approach, adjusted as needed for asset type, age, physical deterioration and obsolescence. For assets where an active secondary market exists we utilized the sales comparison (market) approach to estimate the fair value of the assets, which involved gathering market data and analyzing comparable sales of similar assets.

Intangible Assets

We applied the income approach methodology to estimate the value of the customer relationships, trade name, and developed technology. We determined the value of the customer relationships based on the present value of the incremental after-tax cash flows attributable only to the intangible asset. The value of the trade name was estimated through the relief from royalty

method based on the present value of the cost savings realized by the owner of the asset as a result of not having to pay a stream of royalty payments to another party. The cost savings were based on hypothetical royalty payments of 0.2 percent of revenue reflecting a rate in which an arm’s length buyer would typically pay for the use of such intangible assets. Similar to the methodology used to value the trade name, we determined the value of the developed technology using a hypothetical royalty payment of 1.0 percent of revenue to reflect the attributable cost savings. The present value of the after-tax cash flows for all the Intangible Assets were estimated based on a discount rate of 20.0 percent.

Successor Warrants

The fair value of the Successor warrants was estimated by applying a Black-Scholes-Merton (“BSM”) model. The BSM model is a pricing model used to estimate the theoretical price or fair value for a European-style call or put option/warrant based on current stock price, strike price, time to maturity, risk-free rate, volatility, and dividend yield.

Consolidated Balance Sheet

The adjustments included in the following fresh start consolidated condensed balance sheet as of March 31, 2019 reflect the effects of the transactions contemplated by the Plan and executed by the Company on the Fresh Start Reporting Date (reflected in the column “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of Fresh Start Accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine the fair values and significant assumptions.



Dollars in thousands	Predecessor			Reorganization Adjustments				Fresh Start Adjustments				Successor
ASSETS
Current assets:
Cash and cash equivalents	$	51,777		$	76,072		(1)	$	—			$	127,849
Restricted cash	11,070			10,366			(2)	—				21,436
Accounts and notes receivable, net	168,444			—				—				168,444
Rig materials and supplies	39,024			—				(21,185		)	(15)	17,839
Other current assets	31,944			(8,764		)	(3)	(3,603		)	(16)	19,577
Total current assets	302,259			77,674				(24,788		)		355,145
Property, plant and equipment, net	533,938			—				(229,968		)	(17)	303,970
Intangible assets, net	4,245			—				13,755			(18)	18,000
Deferred income taxes	2,518			—				1,751			(19)	4,269
Other non-current assets	38,045			1,253			(4)	(6,301		)	(20)	32,997
Total assets	$	881,005		$	78,927			$	(245,551	)		$	714,381
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Debtor in possession financing	$	10,000		$	(10,000	)	(5)	$	—			$	—
Accounts payable and accrued liabilities	134,461			4,990			(6)	(3,868		)	(21)	135,583
Accrued income taxes	5,013			—				—				5,013
Total current liabilities	149,474			(5,010		)		(3,868		)		140,596
Long-term debt	—			210,000			(7)	—				210,000
Other long-term liabilities	20,901			—				(866		)	(22)	20,035
Long-term deferred tax liability	28,445			—				(27,495		)	(19)	950
Commitments and contingencies
Total liabilities not subject to compromise	198,820			204,990				(32,229		)		371,581
Liabilities subject to compromise	600,996			(600,996		)	(8)	—				—
Total liabilities	799,816			(396,006		)		(32,229		)		371,581
Stockholders’ equity:
Predecessor preferred stock	500			(500		)	(9)	—				—
Predecessor common stock	1,398			(1,398		)	(10)	—				—
Predecessor capital in excess of par value	767,793			(35,839		)	(11)	(731,954		)	(23)	—
Predecessor accumulated other comprehensive income (loss)	(7,256		)	—				7,256			(23)	—
Successor common stock	—			150			(12)	—				150
Successor capital in excess of par value	—			342,650			(13)	—				342,650
Accumulated deficit	(681,246		)	169,870			(14)	511,376			(23)	—
Total stockholders’ equity	81,189			474,933				(213,322		)		342,800
Total liabilities and stockholders’ equity	$	881,005		$	78,927			$	(245,551	)		$	714,381

Reorganization Adjustments


(1)	Changes in cash and cash equivalents included the following:



Dollars in thousands
Proceeds from the rights offering	$	95,000
Transfers from restricted cash for the return of cash collateral (for letters of credit)	10,433
Proceeds from refund of backstop commitment fee	7,600
Transfers from restricted cash for deposit releases	250
Transfers to restricted cash for funding of professional fees	(21,049		)
Payment of debtor in possession financing principal and interest	(10,035		)
Payment of professional fees	(5,154		)
Payment of debt issuance costs for the successor credit facility	(490		)
Payment of fees on letters of credit	(58		)
Payment of term loan agent fees	(50		)
Payment of other reorganization expenses	(375		)
Net change in cash and cash equivalents	$	76,072


(2)	Changes in restricted cash reflects the net transfer of cash between restricted cash and cash and cash equivalents.


(3)	Changes in other current assets include the following:



Dollars in thousands
Refund of backstop commitment fee	$	(7,600	)
Elimination of predecessor directors and officers insurance policies	(702		)
Reclass of prepaid costs related to the successor credit facility	(488		)
Payment of other costs related to the successor credit facility	26
Net change in other current assets	$	(8,764	)


(4)	Changes in other non-current assets include the following:



Dollars in thousands
Capitalization of debt issuance costs on the successor credit facility	$	765
Reclass of prepaid costs related to the successor credit facility	488
Net change in other non-current assets	$	1,253


(5)	Reflects the payment of debtor in possession financing principal.


(6)	Changes in accounts payable and accrued liabilities include the following:



Dollars in thousands
Accrual of professional fees	$	7,100
Payment of professional fees	(2,017		)
Payment of debtor in possession financing interest	(35		)
Payment of letters of credit fees	(58		)
Net change in accounts payable and accrued liabilities	$	4,990


(7)	Changes in long-term debt include the issuance of the $210.0 million Term Loan.


(8)	Liabilities subject to compromise to be settled in accordance with the Plan and the resulting gain was determined as follows:



Dollars in thousands
Liabilities subject to compromise	$	(600,996	)
Issuance of term loan	210,000
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders	175,058
Excess fair value ascribed to lenders participating in equity rights offering	24,809
Gain on settlement of liabilities subject to compromise	$	(191,129	)


(9)	Changes in Predecessor Preferred Stock reflects the cancellation of Predecessor Preferred Stock.


(10)	Changes in Predecessor Common Stock reflects the cancellation of Predecessor Common Stock.


(11)	Changes in Predecessor capital in excess of par include the following:



Dollars in thousands
Cancellation of predecessor preferred stock	$	500
Cancellation of predecessor common stock	1,398
Issuance of successor warrants to predecessor common stock and predecessor preferred stock holders	(14,687		)
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders	(4,950		)
Excess fair value ascribed to parties participating in rights offering, excluding lenders	(18,100		)
Net change in predecessor capital in excess of par value	$	(35,839	)


(12)	Changes in Successor Common Stock include the following:



Dollars in thousands
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders	$	80
Issuance of successor common stock pursuant to rights offering	68
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders	2
Net change in successor common stock	$	150


(13)	Change in Successor capital in excess of par value include the following:



Dollars in thousands
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders	$	174,978
Issuance of successor common stock pursuant to rights offering	148,874
Issuance of successor warrants to predecessor common stock and predecessor preferred stock holders	14,687
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders	4,948
Equity issuance costs	(837		)
Net change in successor capital in excess of par value	$	342,650


(14)	Changes in accumulated deficit include the following:



Dollars in thousands
Gain on settlement of liabilities subject to compromise	$	191,129
Backstop premium on rights offering	(11,032		)
Accrual of professional fees	(5,988		)
Payment of professional fees	(3,137		)
Elimination of predecessor directors and officers insurance policies	(702		)
Payment of other reorganization items	(400		)
Net change in accumulated deficit	$	169,870

Fresh Start Accounting Adjustments


(15)	Changes in rig materials and supplies reflect the fair value adjustment due to the adoption of fresh start accounting.


(16)	Changes in other current assets reflect the elimination of capitalized mobilization costs due to the adoption of fresh start accounting.


(17)	Changes in property, plant and equipment, net reflects the fair value adjustment due to the adoption of fresh start accounting.


(18)	Changes in intangible assets, net reflects the fair value adjustment due to the adoption of fresh start accounting.



Dollars in thousands	Successor Fair Value		Predecessor Historical Book Value
Customer relationships	$	16,300	$	—
Trade names	1,500		368
Developed technology	200		3,877
Intangible assets, net	$	18,000	$	4,245


(19)	Changes in deferred income taxes reflects the adjustment due to the adoption of fresh start accounting.


(20)	Changes in other non-current assets reflect the following:



Dollars in thousands
Fair value adjustment to rig material and supplies	$	(6,845	)
Fair value adjustment to investment in non-consolidated subsidiaries	2,290
Fair value adjustment to long-term notes receivable	(272		)
Elimination of capitalized mobilization costs	(857		)
Elimination of long-term other deferred charges	(617		)
Net change in other non-current assets	$	(6,301	)


(21)	Changes in accounts payable and accrued liabilities due to the adoption of fresh start accounting include the following:



Dollars in thousands
Elimination of deferred rent	$	(1,100	)
Elimination of deferred revenue	(2,768		)
Net change in accounts payable and accrued liabilities	$	(3,868	)


(22)	Changes in other long-term liabilities reflects the elimination of deferred revenue due to the adoption of fresh start accounting.

(23)

Changes reflect the cumulative impact of fresh start accounting adjustments discussed above and the elimination of Predecessor accumulated other comprehensive loss and Predecessor accumulated deficit.