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Section 1: 8-K (8-K)

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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
 
TO SECTION 13 OR 15(D) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of report (Date of earliest event reported): August 2, 2016
 
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
73-0618660
(I.R.S. Employer Identification No.)
 
 
5 Greenway Plaza, Suite 100, Houston, Texas 77046
 
(Address of principal executive offices) (Zip code)
 
(281) 406-2000
 
(Registrant’s telephone number, including area code)
 
Not Applicable
 
(Former Address if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 










Item 2.02    Results of Operations and Financial Condition 

On August 2, 2016, Parker Drilling Company (the “Registrant”) issued a press release announcing results of operations for the second quarter ended June 30, 2016.
 
A copy of this press release is attached as Exhibit 99.1 to this Report on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits
 
(d) Exhibits.

The following exhibit is furnished herewith:

99.1 Press release dated August 2, 2016, issued by the Registrant.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
Parker Drilling Company
 
 
Date:
August 2, 2016
By:  
/s/ Christopher T. Weber
 
 
 
 
Christopher T. Weber
 
 
 
 
Senior Vice President and
Chief Financial Officer
 
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
EXHIBIT 99.1

Parker Drilling Reports 2016 Second Quarter Results
HOUSTON, August 2, 2016 /PRNewswire/ - Parker Drilling Company (NYSE: PKD) today announced results for the second quarter ended June 30, 2016, including a reported net loss of $39.8 million, or a $0.32 loss per share, on revenues of $105.3 million
Second quarter adjusted EBITDA was $8.1 million, compared with $12.6 million for the preceding quarter.
“The current business environment continues to be very challenging despite signs that industry fundamentals are beginning to improve,” said Gary Rich, the Company's Chairman, President and CEO. “As a result, our second quarter results were lower than the first quarter, as expected.
“However, during the second quarter we secured important contract successes. In our Sakhalin Island, Russia operations, we extended an operations and maintenance (O&M) contract for three customer-owned rigs from June 2017 to June 2019 while adding a fourth, newly constructed, customer-owned rig to the contract. In Canada, we signed a new 7-year O&M contract for the offshore customer-owned Hibernia rig. As a result of the new contracts, our contracted backlog increased from $228 million at the end of the first quarter to $446 million as of June 30.
“Finally, we amended our credit facility and secured significant covenant relief that provides us good runway and flexibility. We currently have nearly $200 million in liquidity with $109 million in cash and an undrawn revolver,” concluded Rich.
Second Quarter Review
Parker Drilling’s revenues for the 2016 second quarter, compared with the 2016 first quarter, decreased 19.3 percent to $105.3 million from $130.5 million, operating gross margin excluding depreciation and amortization expense (gross margin) decreased 28.1 percent to $16.1 million from $22.4 million and gross margin as a percentage of revenues was 15.3 percent, compared with 17.2 percent for the prior period.
Drilling Services
For the Company’s Drilling Services business, which is comprised of the U.S. (Lower 48) Drilling and International & Alaska Drilling segments, second quarter revenues decreased 19.5 percent to $73.0 million from $90.7 million, gross margin decreased 10.9 percent to $13.9 million from $15.6 million, and gross margin as a percentage of revenues was 19.0 percent, compared with 17.2 percent for the first quarter of 2016.
U.S. (Lower 48) Drilling
U.S. (Lower 48) Drilling segment revenues were $1.1 million compared to $2.1 million in the 2016 first quarter. Gross margin was a $3.9 million loss as compared with a 2016 first quarter loss of $3.3 million. The declines in revenues and gross margin were primarily the result of lower utilization.
International & Alaska Drilling
International & Alaska Drilling segment revenues were $71.9 million, an 18.8 percent decrease from 2016 first quarter revenues of $88.6 million. Gross margin was $17.8 million, a 5.8 percent decrease from 2016 first quarter gross margin of $18.9 million. Gross margin as a percentage of revenues was 24.8 percent as compared with 21.3 percent in the 2016 first quarter. The decrease in revenues and gross margin were attributable to lower rig utilization, increased standby days, and reduced project services activity, partially offset by a rig contract early termination fee and the release of accruals related to the wind down of operations in certain locations.
Rental Tools Services
Rental Tools segment revenues were $32.3 million, an 18.8 percent decrease from 2016 first quarter revenues of $39.8 million. Gross margin was $2.2 million, a 67.6 percent decrease from 2016 first quarter gross margin of $6.8 million. Gross margin as a percentage of revenues was 6.8 percent as compared with 17.1 percent in the 2016 first quarter. Reduced revenues and gross margin were primarily due to price competition, lower utilization, and work that was either delayed or canceled in both our U.S. and international locations.
Consolidated
General and Administrative expenses were $8.0 million for the 2016 second quarter, down from $9.8 million for the 2016 first quarter. The decrease was primarily due to lower professional fees and incentive plan adjustments.
Capital expenditures in the second quarter were $8.4 million, and year-to-date through June 30, 2016 were $16.3 million.




Conference Call
Parker Drilling has scheduled a conference call for 10:00 a.m. Central Time (11:00 a.m. Eastern Time) on Wednesday, August 3, 2016, to review second quarter results. The call will be available by telephone by dialing +1 (412) 902-0003 and asking for the Parker Drilling Second Quarter Conference Call. The call can also be accessed through the Investor Relations section of the Company's website. A replay of the call can be accessed on the Company's website for 12 months and will be available by telephone through August 10, 2016 at +1 (201) 612-7415, conference ID 13640306.

Cautionary Statement
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements in this press release other than statements of historical facts addressing activities, events or developments the Company expects, projects, believes, or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to, statements about anticipated future financial or operational results; the outlook for rental tools utilization and rig utilization and dayrates; the results of past capital expenditures; scheduled start-ups of rigs; general industry conditions such as the demand for drilling and the factors affecting demand; competitive advantages such as technological innovation; future operating results of the Company’s rigs, rental tools operations and projects under management; future capital expenditures; expansion and growth opportunities; acquisitions or joint ventures; asset purchases and sales; successful negotiation and execution of contracts; scheduled delivery of drilling rigs or rental equipment for operation; the Company’s financial position; changes in utilization or market share; outcomes of legal proceedings; compliance with credit facility and indenture covenants; and similar matters. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Although the Company believes its expectations stated in this press release are based on reasonable assumptions, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, that could cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to changes in worldwide economic and business conditions, fluctuations in oil and natural gas prices, compliance with existing laws and changes in laws or government regulations, the failure to realize the benefits of, and other risks relating to, acquisitions, the risk of cost overruns, our ability to refinance our debt and other important factors, many of which could adversely affect market conditions, demand for our services, and costs, and all or any one of which could cause actual results to differ materially from those projected. For more information, see “Risk Factors” in the Company’s Annual Report filed on Form 10-K with the Securities and Exchange Commission and other public filings and press releases. Each forward-looking statement speaks only as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Company Description
Parker Drilling provides drilling services and rental tools to the energy industry. The Company's Drilling Services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select international markets and harsh-environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. More information about Parker Drilling can be found on the Company's website at www.parkerdrilling.com.
CONTACT: Jason Geach, Vice President, Investor Relations & Corporate Development, (+1) (281) 406-2310, jason.geach@parkerdrilling.com.




PARKER DRILLING COMPANY
Consolidated Condensed Balance Sheets
(Dollars in Thousands)
 
 
 
 
 
June 30, 2016
 
December 31, 2015
 
(Unaudited)
 
 
Assets
 
 
 
Current Assets
 
 
 
Cash and Cash Equivalents
$
109,034

 
$
134,294

Accounts and Notes Receivable, net
153,189

 
175,105

Rig Materials and Supplies
32,615

 
34,937

Other Current Assets
26,805

 
22,405

Total Current Assets
321,643

 
366,741

 
 
 
 
Property, Plant and Equipment, net
747,017

 
805,841

 
 
 
 
Other Assets
 
 
 
Deferred Income Taxes
87,311

 
139,282

Other Assets
56,800

 
54,838

Total Other Assets
144,111

 
194,120

 
 
 
 
Total Assets
$
1,212,771

 
$
1,366,702

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Current Liabilities
 
 
 
Accounts Payable and Accrued Liabilities
$
114,868

 
$
136,121

Total Current Liabilities
114,868

 
136,121

 
 
 
 
Long-Term Debt, net of debt issuance costs
575,548

 
574,798

 
 
 
 
Long-Term Deferred Tax Liability
76,475

 
68,654

 
 
 
 
Other Long-Term Liabilities
15,049

 
18,617

 
 
 
 
Total Stockholders’ Equity
430,831

 
568,512

 
 
 
 
Total Liabilities and Stockholders’ Equity
$
1,212,771

 
$
1,366,702





PARKER DRILLING COMPANY
Consolidated Statement Of Operations
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
 
 
 
 
 
Three Months Ended March 31,
 
Three Months Ended June 30,
 
 
2016
 
2015
 
2016
 
 
 
 
 
 
Revenues
$
105,287

 
$
185,941

 
$
130,503

 
 
 
 
 
 
Expenses:
 
 
 
 
 
Operating Expenses
89,195

 
143,569

 
108,117

Depreciation and Amortization
36,317

 
38,351

 
35,814

 
125,512

 
181,920

 
143,931

Total Operating Gross Margin
(20,225
)
 
4,021

 
(13,428
)
 
 
 
 
 
 
General and Administrative Expense
(7,995
)
 
(9,511
)
 
(9,781
)
Provision for Reduction in Carrying Value of Certain Assets

 
(2,316
)
 

Loss on Disposition of Assets, net
(2
)
 
(138
)
 
(60
)
Total Operating Loss
(28,222
)
 
(7,944
)
 
(23,269
)
 
 
 
 
 
 
Other Income and (Expense)
 
 
 
 
 
Interest Expense
(12,187
)
 
(11,396
)
 
(11,562
)
Interest Income
32

 
19

 
7

Other
(358
)
 
(1,529
)
 
2,485

Total Other Expense
(12,513
)
 
(12,906
)
 
(9,070
)
 
 
 
 
 
 
Loss before Income Taxes
(40,735
)
 
(20,850
)
 
(32,339
)
 
 
 
 
 
 
Income Tax Expense (Benefit)
(913
)
 
(6,916
)
 
63,496

 
 
 
 
 
 
Net Loss
(39,822
)
 
(13,934
)
 
(95,835
)
Less: Net Income Attributable to Noncontrolling Interest

 
95

 

Net Loss Attributable to Controlling Interest
$
(39,822
)
 
$
(14,029
)
 
$
(95,835
)
 
 
 
 
 
 
Loss per Share - Basic
 
 
 
 
 
Net Loss
$
(0.32
)
 
$
(0.11
)
 
$
(0.78
)
 
 
 
 
 
 
Loss per Share - Diluted
 
 
 
 
 
Net Loss
$
(0.32
)
 
$
(0.11
)
 
$
(0.78
)
 
 
 
 
 
 
Number of common shares used in computing earnings per share:
 
 
 
 
 
Basic
124,101,349

 
122,481,425

 
123,090,238

Diluted
124,101,349

 
122,481,425

 
123,090,238






PARKER DRILLING COMPANY
Consolidated Statement Of Operations
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
 
 
 
 
 
Six Months Ended June 30,
 
2016
 
2015
 
 
 
 
Revenues
$
235,790

 
$
390,017

 
 
 
 
Expenses:
 
 
 
Operating Expenses
197,312

 
282,839

Depreciation and Amortization
72,131

 
78,890

 
269,443

 
361,729

Total Operating Gross Margin
(33,653
)
 
28,288

 
 
 
 
General and Administrative Expense
(17,776
)
 
(20,348
)
Provision for Reduction in Carrying Value of Certain Assets

 
(2,316
)
Gain (Loss) on Disposition of Assets, net
(62
)
 
2,303

Total Operating Income (Loss)
(51,491
)
 
7,927

 
 
 
 
Other Income and (Expense)
 
 
 
Interest Expense
(23,749
)
 
(22,474
)
Interest Income
39

 
202

Other
2,127

 
(2,909
)
Total Other Expense
(21,583
)
 
(25,181
)
 
 
 
 
Loss before Income Taxes
(73,074
)
 
(17,254
)
 
 
 
 
Income Tax Expense (Benefit)
62,583

 
(7,098
)
 
 
 
 
Net Loss
(135,657
)
 
(10,156
)
Less: Net Income Attributable to Noncontrolling Interest

 
651

Net Loss Attributable to Controlling Interest
$
(135,657
)
 
$
(10,807
)
 
 
 
 
Loss per Share - Basic
 
 
 
Net Loss
$
(1.10
)
 
$
(0.09
)
 
 
 
 
Loss per Share - Diluted
 
 
 
Net Loss
$
(1.10
)
 
$
(0.09
)
 
 
 
 
Number of common shares used in computing earnings per share:
 
 
 
Basic
123,595,793

 
122,175,511

Diluted
123,595,793

 
122,175,511






PARKER DRILLING COMPANY
Selected Financial Data
(Dollars in Thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
June 30,
 
March 31,
 
 
 
2016
 
2015
 
2016
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Drilling Services:
 
 
 
 
 
 
U.S. (Lower 48) Drilling
 
$
1,065

 
$
6,848

 
$
2,085

International & Alaska Drilling
 
71,926

 
114,969

 
88,619

 
Total Drilling Services
 
72,991

 
121,817

 
90,704

Rental Tools
 
32,296

 
64,124

 
39,799

 
  Total Revenues
 
$
105,287

 
$
185,941

 
$
130,503

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
Drilling Services:
 
 
 
 
 
 
U.S. (Lower 48) Drilling
 
$
4,967

 
$
8,829

 
$
5,422

International & Alaska Drilling
 
54,110

 
92,329

 
69,725

 
Total Drilling Services
 
59,077

 
101,158

 
75,147

Rental Tools
 
30,118

 
42,411

 
32,970

 
  Total Operating Expenses
 
$
89,195

 
$
143,569

 
$
108,117

 
 
 
 
 
 
 
 
Operating Gross Margin:
 
 
 
 
 
 
Drilling Services:
 
 
 
 
 
 
U.S. (Lower 48) Drilling
 
$
(3,902
)
 
$
(1,981
)
 
$
(3,337
)
International & Alaska Drilling
 
17,816

 
22,640

 
18,894

 
Total Drilling Services
 
13,914

 
20,659

 
15,557

Rental Tools
 
2,178

 
21,713

 
6,829

Depreciation and Amortization
 
(36,317
)
 
(38,351
)
 
(35,814
)
 
  Total Operating Gross Margin
 
$
(20,225
)
 
$
4,021

 
$
(13,428
)





PARKER DRILLING COMPANY
Adjusted EBITDA (1)
(Dollars in Thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Net Loss Attributable to Controlling Interest
 
$
(39,822
)
 
$
(95,835
)
 
$
(35,646
)
 
$
(48,620
)
 
$
(14,029
)
Interest Expense
 
12,187

 
11,562

 
11,388

 
11,293

 
11,396

Income Tax (Benefit) Expense
 
(913
)
 
63,496

 
(2,519
)
 
31,930

 
(6,916
)
Depreciation and Amortization
 
36,317

 
35,814

 
37,720

 
39,584

 
38,351

 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
7,769

 
15,037

 
10,943

 
34,187

 
28,802

 
 
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
Other Income and Expense
 
326

 
(2,492
)
 
6,059

 
712

 
1,510

(Gain) Loss on Disposition of Assets, net
 
2

 
60

 
1,043

 
(383
)
 
138

Provision for Reduction in Carrying Value of Certain Assets
 

 

 
9,268

 
906

 
2,316

Special items (2)
 

 

 
1,265

 

 

 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
8,097

 
$
12,605

 
$
28,578

 
$
35,422

 
$
32,766

 
 
 
 
 
 
 
 
 
 
 
(1) We believe Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare our core operating results from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), remeasurement of foreign currency transactions, tax consequences, impairment and other special items. Special items include items impacting operating expenses that management believes detract from an understanding of normal operating performance. Management uses Adjusted EBITDA as a supplemental measure to review current period operating performance and period to period comparisons. Our Adjusted EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner. EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. Generally Accepted Accounting Principles (GAAP), and should not be considered in isolation or as an alternative to operating income or loss, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.
 
 
 
 
 
 
 
 
 
 
 
(2) For the three months ended December 31, 2015, special items include a $1.3 million write-off of inventory associated with our decision to no longer provide drilling services in Colombia.










PARKER DRILLING COMPANY
Reconciliation of Adjusted Earnings Per Share
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
 
 
 
Three Months Ended
 
 
 
June 30,
 
March 31,
 
 
 
2016
 
2015
 
2016
 
 
 
 
 
 
 
 
Net Loss Attributable to Controlling Interest
 
$
(39,822
)
 
$
(14,029
)
 
$
(95,835
)
Loss per Diluted Share
 
$
(0.32
)
 
$
(0.11
)
 
$
(0.78
)
 
 
 
 
 
 
 
 
 Adjustments:
 
 
 
 
 
 
 
Provision for Reduction in Carrying Value of Certain Assets
 

 
2,316

 

 
Valuation Allowance
 

 

 
73,125

 
           Total adjustments
 

 
2,316

 
73,125

 
 Tax effect of adjustments
 

 
(443
)
 

 
           Net adjustments
 

 
1,873

 
73,125

 
 
 
 
 
 
 
 
 Adjusted Net Loss Attributable to Controlling Interest (1)
 
$
(39,822
)
 
$
(12,156
)
 
$
(22,710
)
 Adjusted Loss per Diluted Share (1)
 
$
(0.32
)
 
$
(0.10
)
 
$
(0.18
)
 
 
 
 
 
 
 
 
(1) We believe Adjusted Net Loss Attributable to Controlling Interest and Adjusted Loss per Diluted Share are useful financial measures for investors to assess and understand operating performance for period to period comparisons. Management views the adjustments to Net Loss Attributable to Controlling Interest and Loss per Diluted Share to be items outside of the Company’s normal operating results. Adjusted Net Loss Attributable to Controlling Interest and Adjusted Loss per Diluted Share are not measures of financial performance under GAAP, and should not be considered in isolation or as an alternative to Net Loss or Loss per Diluted Share.


 



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