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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Parker Drilling Company (CE) | USOTC:PKDC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.96 | 0.00 | 01:00:00 |
FORM 10-K
|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
73-0618660
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☑
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☑
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
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Page
|
PART I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
|
||
PART IV
|
||
Item 15.
|
||
Item 16.
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||
|
•
|
customers typically are major, independent, or national oil and natural gas companies or integrated service providers;
|
•
|
drilling programs in remote locations with little infrastructure, requiring a large inventory of spare parts and other ancillary equipment and self-supported service capabilities;
|
•
|
complex wells and/or harsh environments (such as high pressures, deep depths, hazardous or geologically challenging conditions and sensitive environments) requiring specialized equipment and considerable experience to drill; and
|
•
|
O&M contracts that generally cover periods of one year or more.
|
•
|
Consistently delivering innovative, reliable, and efficient results that help our customers reduce their operational risks and manage their operating costs; and
|
•
|
Over the longer-term, investing to improve and grow our existing business lines and to expand the scope of products and services we offer, both organically and through acquisitions.
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||
U.S. rental tools
|
270
|
|
|
232
|
|
International rental tools
|
796
|
|
|
717
|
|
U.S. (lower 48) drilling
|
193
|
|
|
89
|
|
International & Alaska drilling
|
1,230
|
|
|
1,208
|
|
Corporate
|
181
|
|
|
179
|
|
Total employees
|
2,670
|
|
|
2,425
|
|
•
|
key suppliers, vendors or other contract counterparties may terminate their relationships with us or require additional financial assurances or enhanced performance from us;
|
•
|
our ability to renew existing contracts and compete for new business may be adversely affected
|
•
|
our ability to attract, motivate and/or retain key executives may be adversely affected; and
|
•
|
competitors may take business away from us, and our ability to attract and retain customers may be negatively impacted.
|
•
|
the level of supply and demand for oil and natural gas;
|
•
|
the cost of exploring for, producing, and delivering oil and natural gas;
|
•
|
expectations regarding future energy prices;
|
•
|
advances in exploration, development, and production technology;
|
•
|
the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and prices;
|
•
|
the level of production by non-OPEC countries;
|
•
|
the adoption or repeal of laws and government regulations, both in the United States and other countries;
|
•
|
the imposition or lifting of economic sanctions against certain regions, persons, and other entities;
|
•
|
the number of ongoing and recently completed rig construction projects which may create overcapacity;
|
•
|
local and worldwide military, political, and economic events, including events in the oil producing regions of Africa, the Middle East, Russia, Central Asia, Southeast Asia, and Latin America;
|
•
|
weather conditions and natural disasters;
|
•
|
the occurrence or threat of epidemic or pandemic diseases, such as the recent outbreak of coronavirus, or any government response to such occurrence or threat;
|
•
|
expansion or contraction of worldwide economic activity, which affects levels of consumer and industrial demand;
|
•
|
the rate of discovery of new oil and natural gas reserves;
|
•
|
domestic and foreign tax policies;
|
•
|
acts of terrorism in the United States or elsewhere;
|
•
|
increased demand for alternative energy sources and electric vehicles, including government initiatives to promote the use of renewable energy sources and the growing public sentiment around alternatives to oil and gas; and
|
•
|
the policies of various governments regarding exploration and development of their oil and natural gas reserves.
|
•
|
$177.9 million principal amount of debt;
|
•
|
$41.3 million of undiscounted operating lease liabilities; and
|
•
|
$9.3 million in supporting letters of credit.
|
•
|
delay spending on capital projects, including maintenance projects and the acquisition or construction of additional rigs, rental tools, and other assets;
|
•
|
issue additional equity;
|
•
|
sell assets; or
|
•
|
restructure or refinance our debt.
|
•
|
selling assets outside the ordinary course of business;
|
•
|
consolidating, merging, amalgamating, liquidating, dividing, winding up, dissolving or otherwise disposing of all or substantially all of its assets;
|
•
|
granting liens; and
|
•
|
financing its investments.
|
•
|
breakdowns of our equipment or the equipment of others necessary for continuation of operations;
|
•
|
work stoppages, including labor strikes;
|
•
|
shortages of material and skilled labor;
|
•
|
severe weather or harsh operating conditions;
|
•
|
the occurrence or threat of epidemic or pandemic diseases, such as the recent outbreak of coronavirus, or any government response to such occurrence or threat;
|
•
|
the early termination of contracts; and
|
•
|
force majeure events.
|
•
|
shortages of equipment or skilled labor;
|
•
|
unforeseen engineering problems;
|
•
|
unanticipated change orders;
|
•
|
work stoppages;
|
•
|
adverse weather conditions;
|
•
|
unexpectedly long delivery times for manufactured rig components;
|
•
|
unanticipated repairs to correct defects in construction not covered by warranty;
|
•
|
failure or delay of third-party equipment vendors or service providers;
|
•
|
unforeseen increases in the cost of equipment, labor or raw materials, particularly steel;
|
•
|
disputes with customers, shipyards or suppliers;
|
•
|
latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;
|
•
|
financial or other difficulties with current customers at shipyards and suppliers;
|
•
|
loss of revenues associated with downtime to remedy malfunctioning equipment not covered by warranty;
|
•
|
unanticipated cost increases;
|
•
|
loss of revenues and payments of liquidated damages for downtime to perform repairs associated with defects, unanticipated equipment refurbishment and delays in commencement of operations; and
|
•
|
lack of ability to obtain the required permits or approvals, including import/export documentation.
|
•
|
political, social, and economic instability, war, terrorism, and civil disturbances;
|
•
|
economic sanctions imposed by the U.S. government against other countries, groups, or individuals, or economic sanctions imposed by other governments against the U.S. or businesses incorporated in the U.S.;
|
•
|
limitations on insurance coverage, such as war risk coverage, in certain areas;
|
•
|
expropriation, confiscatory taxation, and nationalization of our assets;
|
•
|
foreign laws and governmental regulation, including inconsistencies and unexpected changes in laws or regulatory requirements, and changes in interpretations or enforcement of existing laws or regulations;
|
•
|
increases in governmental royalties;
|
•
|
import-export quotas or trade barriers;
|
•
|
hiring and retaining skilled and experienced workers, some of whom are represented by foreign labor unions;
|
•
|
work stoppages;
|
•
|
damage to our equipment or violence directed at our employees, including kidnapping;
|
•
|
piracy of vessels transporting our people or equipment;
|
•
|
unfavorable changes in foreign monetary and tax policies;
|
•
|
solicitation by government officials for improper payments or other forms of corruption;
|
•
|
foreign currency fluctuations and restrictions on currency repatriation;
|
•
|
repudiation, nullification, modification, or renegotiation of contracts; and
|
•
|
other forms of governmental regulation and economic conditions that are beyond our control.
|
•
|
any acquisitions would result in an increase in income or earnings per share;
|
•
|
any acquisitions would be successfully integrated into our operations and internal controls;
|
•
|
the due diligence prior to an acquisition would uncover situations that could result in financial or legal exposure, or that we will appropriately quantify the exposure from known risks;
|
•
|
any disposition would not result in decreased earnings, revenues, or cash flow;
|
•
|
use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses;
|
•
|
any dispositions, investments, acquisitions, or integrations would not divert management resources; or
|
•
|
any dispositions, investments, acquisitions, or integrations would not have a material adverse effect on our results of operations or financial condition.
|
•
|
the other risk factors described in this Form 10-K, including changes in oil and natural gas prices;
|
•
|
a shortfall in rig utilization, operating revenues, or net income from that expected by securities analysts and investors;
|
•
|
changes in securities analysts’ estimates of the financial performance of us or our competitors or the financial performance of companies in the oilfield service industry generally;
|
•
|
changes in actual or market expectations with respect to the amounts of exploration and development spending by oil and natural gas companies;
|
•
|
general conditions in the economy and in energy-related industries;
|
•
|
general conditions in the securities markets;
|
•
|
political instability, terrorism, or war;
|
•
|
the outcome of pending and future legal proceedings, investigations, tax assessments, and other claims; and
|
•
|
permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested;
|
•
|
permits any of our stockholders, officers or directors to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and
|
•
|
provides that if any director or officer of one of our affiliates who is also one of our officers or directors becomes aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that director or officer solely in his or her capacity as our director or officer), that director or officer will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to such affiliates and that director or officer will not be deemed to have (i) acted in bad faith or in a manner inconsistent with the best interests of the Company or our stockholders or to have acted in a manner inconsistent with or opposed to his or her fiduciary duties to us regarding the opportunity or (ii) be liable to us or our stockholders for breach of any fiduciary duty regarding the opportunity.
|
•
|
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 or repay our indebtedness; 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.
|
Name
|
|
Type
|
|
Year entered into service/ upgraded
|
|
Drilling depth rating (in feet)
|
|
Location
|
|
International & Alaska drilling
|
|
|
|
|
|
|
|
|
|
Eastern Hemisphere
|
|
|
|
|
|
|
|
|
|
Rig 107
|
|
Land rig
|
|
1983/2009
|
|
15,000
|
|
|
Kazakhstan
|
Rig 216
|
|
Land rig
|
|
2001/2009
|
|
25,000
|
|
|
Kazakhstan
|
Rig 249
|
|
Land rig
|
|
2000/2009
|
|
25,000
|
|
|
Kazakhstan
|
Rig 257
|
|
Barge rig
|
|
1999/2010
|
|
30,000
|
|
|
Kazakhstan
|
Rig 258
|
|
Land rig
|
|
2001/2009
|
|
25,000
|
|
|
Kazakhstan
|
Rig 247
|
|
Land rig
|
|
1981/2008
|
|
20,000
|
|
|
Iraq, Kurdistan Region
|
Rig 269
|
|
Land rig
|
|
2008
|
|
21,000
|
|
|
Iraq, Kurdistan Region
|
Rig 265
|
|
Land rig
|
|
2007
|
|
20,000
|
|
|
Iraq, Kurdistan Region
|
Rig 264
|
|
Land rig
|
|
2007
|
|
20,000
|
|
|
Tunisia
|
Rig 270
|
|
Land rig
|
|
2011
|
|
21,000
|
|
|
Russia
|
Latin America
|
|
|
|
|
|
|
|
|
|
Rig 271
|
|
Land rig
|
|
1982/2009
|
|
30,000
|
|
|
Colombia
|
Rig 266
|
|
Land rig
|
|
2008
|
|
20,000
|
|
|
Guatemala
|
Rig 122
|
|
Land rig
|
|
1980/2008
|
|
18,000
|
|
|
Mexico
|
Rig 165
|
|
Land rig
|
|
1978/2007
|
|
30,000
|
|
|
Mexico
|
Rig 221
|
|
Land rig
|
|
1982/2007
|
|
30,000
|
|
|
Mexico
|
Rig 256
|
|
Land rig
|
|
1978/2007
|
|
25,000
|
|
|
Mexico
|
Rig 267
|
|
Land rig
|
|
2008
|
|
20,000
|
|
|
Mexico
|
Alaska
|
|
|
|
|
|
|
|
|
|
Rig 272
|
|
Land rig
|
|
2013
|
|
18,000
|
|
|
Alaska
|
Rig 273
|
|
Land rig
|
|
2012
|
|
18,000
|
|
|
Alaska
|
U.S. (lower 48) drilling
|
|
|
|
|
|
|
|
|
|
Rig 8
|
|
Barge rig
|
|
1978/2007
|
|
14,000
|
|
|
GOM
|
Rig 15
|
|
Barge rig
|
|
1978/2007
|
|
15,000
|
|
|
GOM
|
Rig 30
|
|
Barge rig
|
|
2014
|
|
18,000
|
|
|
GOM
|
Rig 50
|
|
Barge rig
|
|
1981/2006
|
|
20,000
|
|
|
GOM
|
Rig 51
|
|
Barge rig
|
|
1981/2008
|
|
20,000
|
|
|
GOM
|
Rig 54
|
|
Barge rig
|
|
1980/2006
|
|
25,000
|
|
|
GOM
|
Rig 55
|
|
Barge rig
|
|
1981/2014
|
|
25,000
|
|
|
GOM
|
Rig 72
|
|
Barge rig
|
|
1982/2005
|
|
25,000
|
|
|
GOM
|
Rig 76
|
|
Barge rig
|
|
1977/2009
|
|
30,000
|
|
|
GOM
|
Rig 77
|
|
Barge rig
|
|
2006/2006
|
|
30,000
|
|
|
GOM
|
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
Worldwide rig count (1)
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. (land and offshore)
|
944
|
|
|
(9
|
)%
|
|
1,032
|
|
|
18
|
%
|
|
875
|
|
|||
International (2)
|
1,098
|
|
|
11
|
%
|
|
988
|
|
|
4
|
%
|
|
948
|
|
|||
Commodity prices (3)
|
|
|
|
|
|
|
|
|
|
||||||||
Crude oil (Brent) per bbl
|
$
|
64.16
|
|
|
(11
|
)%
|
|
$
|
71.69
|
|
|
31
|
%
|
|
$
|
54.74
|
|
Crude oil (West Texas Intermediate) per bbl
|
$
|
57.04
|
|
|
(12
|
)%
|
|
$
|
64.90
|
|
|
28
|
%
|
|
$
|
50.85
|
|
Natural gas (Henry Hub) per mcf
|
$
|
2.53
|
|
|
(18
|
)%
|
|
$
|
3.07
|
|
|
2
|
%
|
|
$
|
3.02
|
|
(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); and
|
•
|
all of the Company’s agreements, instruments and other documents evidencing or relating to, or otherwise connected with, any of the Predecessor’s equity interests outstanding prior to the Plan Effective Date were cancelled and all such equity interests have no further force or effect.
|
|
Successor
|
|
|
Predecessor
|
|||||||||||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended
March 31, |
|
Year Ended
December 31, |
|||||||||||||||
Dollars in Thousands
|
2019
|
|
|
2019
|
|
2018
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. rental tools
|
$
|
144,698
|
|
|
31
|
%
|
|
|
$
|
52,595
|
|
|
34
|
%
|
|
$
|
176,531
|
|
|
37
|
%
|
International rental tools
|
71,292
|
|
|
15
|
%
|
|
|
21,109
|
|
|
13
|
%
|
|
79,150
|
|
|
16
|
%
|
|||
Total rental tools services
|
215,990
|
|
|
46
|
%
|
|
|
73,704
|
|
|
47
|
%
|
|
255,681
|
|
|
53
|
%
|
|||
U.S. (lower 48) drilling
|
36,710
|
|
|
8
|
%
|
|
|
6,627
|
|
|
4
|
%
|
|
11,729
|
|
|
2
|
%
|
|||
International & Alaska drilling
|
219,695
|
|
|
46
|
%
|
|
|
77,066
|
|
|
49
|
%
|
|
213,411
|
|
|
45
|
%
|
|||
Total drilling services
|
256,405
|
|
|
54
|
%
|
|
|
83,693
|
|
|
53
|
%
|
|
225,140
|
|
|
47
|
%
|
|||
Total revenues
|
$
|
472,395
|
|
|
100
|
%
|
|
|
$
|
157,397
|
|
|
100
|
%
|
|
$
|
480,821
|
|
|
100
|
%
|
Operating gross margin excluding depreciation and amortization: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. rental tools
|
$
|
68,966
|
|
|
48
|
%
|
|
|
$
|
29,004
|
|
|
55
|
%
|
|
$
|
92,679
|
|
|
53
|
%
|
International rental tools
|
10,632
|
|
|
15
|
%
|
|
|
534
|
|
|
3
|
%
|
|
3,864
|
|
|
5
|
%
|
|||
Total rental tools services
|
79,598
|
|
|
37
|
%
|
|
|
29,538
|
|
|
40
|
%
|
|
96,543
|
|
|
38
|
%
|
|||
U.S. (lower 48) drilling
|
6,613
|
|
|
18
|
%
|
|
|
(700
|
)
|
|
(11
|
)%
|
|
(7,962
|
)
|
|
(68
|
)%
|
|||
International & Alaska drilling
|
32,009
|
|
|
15
|
%
|
|
|
7,688
|
|
|
10
|
%
|
|
14,136
|
|
|
7
|
%
|
|||
Total drilling services
|
38,622
|
|
|
15
|
%
|
|
|
6,988
|
|
|
8
|
%
|
|
6,174
|
|
|
3
|
%
|
|||
Total operating gross margin excluding depreciation and amortization
|
118,220
|
|
|
25
|
%
|
|
|
36,526
|
|
|
23
|
%
|
|
102,717
|
|
|
21
|
%
|
|||
Depreciation and amortization
|
(61,499
|
)
|
|
|
|
|
(25,102
|
)
|
|
|
|
(107,545
|
)
|
|
|
||||||
Total operating gross margin
|
56,721
|
|
|
|
|
|
11,424
|
|
|
|
|
(4,828
|
)
|
|
|
||||||
General and administrative expense
|
(17,967
|
)
|
|
|
|
|
(8,147
|
)
|
|
|
|
(24,545
|
)
|
|
|
||||||
Loss on impairment
|
—
|
|
|
|
|
|
—
|
|
|
|
|
(50,698
|
)
|
|
|
||||||
Gain (loss) on disposition of assets, net
|
226
|
|
|
|
|
|
384
|
|
|
|
|
(1,724
|
)
|
|
|
||||||
Pre-petition restructuring charges
|
—
|
|
|
|
|
|
—
|
|
|
|
|
(21,820
|
)
|
|
|
||||||
Reorganization items
|
(1,173
|
)
|
|
|
|
|
(92,977
|
)
|
|
|
|
(9,789
|
)
|
|
|
||||||
Total operating income (loss)
|
$
|
37,807
|
|
|
|
|
|
$
|
(89,316
|
)
|
|
|
|
$
|
(113,404
|
)
|
|
|
(1)
|
Percentage amounts are calculated by dividing the operating gross margin excluding depreciation and amortization by revenue for the respective segment and business lines.
|
Dollars in Thousands
|
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
U.S. (Lower 48)
Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Nine months ended December 31, 2019 (Successor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (1) (Successor)
|
|
$
|
38,054
|
|
|
$
|
4,633
|
|
|
$
|
2,189
|
|
|
$
|
11,845
|
|
|
$
|
56,721
|
|
Depreciation and amortization (Successor)
|
|
30,912
|
|
|
5,999
|
|
|
4,424
|
|
|
20,164
|
|
|
61,499
|
|
|||||
Operating gross margin excluding depreciation and amortization (Successor)
|
|
$
|
68,966
|
|
|
$
|
10,632
|
|
|
$
|
6,613
|
|
|
$
|
32,009
|
|
|
$
|
118,220
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollars in Thousands
|
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
U.S. (Lower 48)
Drilling
|
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Three months ended March 31, 2019 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (1) (Predecessor)
|
|
$
|
17,289
|
|
|
$
|
(3,581
|
)
|
|
$
|
(1,508
|
)
|
|
$
|
(776
|
)
|
|
$
|
11,424
|
|
Depreciation and amortization (Predecessor)
|
|
11,715
|
|
|
4,115
|
|
|
808
|
|
|
8,464
|
|
|
25,102
|
|
|||||
Operating gross margin excluding depreciation and amortization (Predecessor)
|
|
$
|
29,004
|
|
|
$
|
534
|
|
|
$
|
(700
|
)
|
|
$
|
7,688
|
|
|
$
|
36,526
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dollars in Thousands
|
|
U.S. Rental Tools
|
|
International Rental Tools
|
|
U.S. (Lower 48)
Drilling |
|
International & Alaska Drilling
|
|
Total
|
||||||||||
Year ended December 31, 2018 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating gross margin (1) (Predecessor)
|
|
$
|
44,512
|
|
|
$
|
(11,684
|
)
|
|
$
|
(15,720
|
)
|
|
$
|
(21,936
|
)
|
|
$
|
(4,828
|
)
|
Depreciation and amortization (Predecessor)
|
|
48,167
|
|
|
15,548
|
|
|
7,758
|
|
|
36,072
|
|
|
107,545
|
|
|||||
Operating gross margin excluding depreciation and amortization (Predecessor)
|
|
$
|
92,679
|
|
|
$
|
3,864
|
|
|
$
|
(7,962
|
)
|
|
$
|
14,136
|
|
|
$
|
102,717
|
|
(1)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
|||
|
2019
|
|
|
2019
|
|
2018
|
|||
U.S. (lower 48) drilling
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
10
|
|
|
|
13
|
|
|
13
|
|
Utilization rate of rigs available for service (2)
|
17
|
%
|
|
|
4
|
%
|
|
10
|
%
|
International & Alaska drilling
|
|
|
|
|
|
|
|||
Eastern Hemisphere
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
10
|
|
|
|
10
|
|
|
10
|
|
Utilization rate of rigs available for service (2)
|
44
|
%
|
|
|
50
|
%
|
|
46
|
%
|
Latin America Region
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
7
|
|
|
|
7
|
|
|
7
|
|
Utilization rate of rigs available for service (2)
|
51
|
%
|
|
|
29
|
%
|
|
21
|
%
|
Alaska
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
2
|
|
|
|
2
|
|
|
2
|
|
Utilization rate of rigs available for service (2)
|
50
|
%
|
|
|
50
|
%
|
|
50
|
%
|
Total International & Alaska drilling
|
|
|
|
|
|
|
|||
Rigs available for service (1)
|
19
|
|
|
|
19
|
|
|
19
|
|
Utilization rate of rigs available for service (2)
|
47
|
%
|
|
|
42
|
%
|
|
37
|
%
|
(1)
|
The number of rigs available for service is determined by calculating the number of days each rig was in our fleet and was under contract or available for contract. For example, a rig under contract or available for contract for six months of a year is 0.5 rigs available for service during such year. Our method of computation of rigs available for service may not be comparable to other similarly titled measures of other companies.
|
(2)
|
Rig utilization rates are based on a weighted average basis assuming total days availability for all rigs available for service. Rigs acquired or disposed of are treated as added to or removed from the rig fleet as of the date of acquisition or disposal. Rigs that are in operation or fully or partially staffed and on a revenue-producing standby status are considered to be utilized. Rigs under contract that generate revenues during moves between locations or during mobilization or demobilization are also considered to be utilized. Our method of computation of rig utilization may not be comparable to other similarly titled measures of other companies.
|
Dollars in thousands
|
December 31, 2019
|
||
Cash and cash equivalents (1)
|
$
|
104,951
|
|
Availability under Credit Facility (2)
|
30,941
|
|
|
Total liquidity
|
$
|
135,892
|
|
(1)
|
As of December 31, 2019, approximately $51.9 million of the $105.0 million of cash and equivalents was held by our foreign subsidiaries.
|
(2)
|
As of December 31, 2019, the borrowing base availability under the Credit Facility was $40.2 million, which was further reduced by $9.3 million in supporting letters of credit outstanding, resulting in availability under the Credit Facility of $30.9 million.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Operating Activities
|
$
|
61,639
|
|
|
|
$
|
14,914
|
|
|
$
|
(17,050
|
)
|
Investing Activities
|
(70,315
|
)
|
|
|
(9,130
|
)
|
|
(69,214
|
)
|
|||
Financing Activities
|
(35,658
|
)
|
|
|
84,510
|
|
|
3,706
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
$
|
(44,334
|
)
|
|
|
$
|
90,294
|
|
|
$
|
(82,558
|
)
|
•
|
LIBOR plus an applicable margin that varies from 2.25 percent to 2.75 percent per annum or
|
•
|
a base rate plus an applicable margin that varies from 1.25 percent to 1.75 percent per annum.
|
(1)
|
the Credit Facility matures on October 8, 2024, subject to certain restrictions, including the refinancing of the Company’s Term Loan Agreement (as defined below),
|
(2)
|
our annual borrowing costs under the Credit Facility are lowered by reducing
|
•
|
the interest rate to (a) LIBOR plus a range of 1.75 percent to 2.25 percent (based on availability) or (b) a base rate plus a range of 0.75 percent to 1.25 percent (based on availability), and
|
•
|
the unused commitment fee to a range of 0.25 percent to 0.375 percent (based on utilization),
|
(3)
|
a $25 million liquidity covenant was replaced with a minimum fixed charge coverage ratio requirement of 1.0x when excess availability is less than the greater of
|
•
|
20.0 percent of the lesser of commitments and the borrowing base and
|
•
|
$10.0 million,
|
(4)
|
an additional borrower was allowed to be included in the borrowing base upon completion of a field examination,
|
(5)
|
the calculation of the borrowing base was revised by, among other things, excluding eligible domestic rental equipment and including 90 percent of investment grade eligible domestic accounts receivable,
|
(6)
|
the Company was allowed to grant a second priority lien on non-working capital assets in the event of a refinancing of the Term Loan Agreement,
|
(7)
|
the amount allowed for an increase to the aggregate commitments was reduced from $75.0 million to $50.0 million, and
|
(8)
|
we were permitted to make a voluntary prepayment of $35.0 million on our Term Loan on September 20, 2019 without such prepayment being included in the calculation of our fixed charge coverage ratio.
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31, 2019
|
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
104,951
|
|
|
|
$
|
48,602
|
|
Restricted cash
|
—
|
|
|
|
10,389
|
|
||
Accounts receivable, net
|
166,456
|
|
|
|
136,437
|
|
||
Rig materials and supplies
|
23,267
|
|
|
|
36,245
|
|
||
Deferred costs
|
5,223
|
|
|
|
4,353
|
|
||
Other tax assets
|
2,949
|
|
|
|
2,949
|
|
||
Other current assets
|
17,688
|
|
|
|
27,929
|
|
||
Total current assets
|
320,534
|
|
|
|
266,904
|
|
||
Property, plant, and equipment, net (Note 4)
|
299,768
|
|
|
|
534,371
|
|
||
Intangible assets, net (Note 5)
|
13,675
|
|
|
|
4,821
|
|
||
Rig materials and supplies
|
4,766
|
|
|
|
12,971
|
|
||
Deferred income taxes
|
4,416
|
|
|
|
2,143
|
|
||
Other non-current assets
|
39,689
|
|
|
|
7,204
|
|
||
Total assets
|
$
|
682,848
|
|
|
|
$
|
828,414
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|||||
Current Liabilities:
|
|
|
|
|
||||
Debtor in possession financing (Note 2)
|
$
|
—
|
|
|
|
$
|
10,000
|
|
Accounts payable
|
55,104
|
|
|
|
39,678
|
|
||
Accrued liabilities
|
57,954
|
|
|
|
35,385
|
|
||
Accrued income taxes
|
5,058
|
|
|
|
3,385
|
|
||
Total current liabilities
|
118,116
|
|
|
|
88,448
|
|
||
Long-term debt (Note 8)
|
177,937
|
|
|
|
—
|
|
||
Other long-term liabilities
|
25,892
|
|
|
|
11,544
|
|
||
Long-term deferred tax liability
|
7,002
|
|
|
|
510
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
|
||
Total liabilities not subject to compromise
|
328,947
|
|
|
|
100,502
|
|
||
Liabilities subject to compromise (Note 2)
|
—
|
|
|
|
600,996
|
|
||
Total liabilities
|
328,947
|
|
|
|
701,498
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31, 2019
|
|
|
December 31, 2018
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Predecessor preferred stock, $1.00 par value, 1,942,000 shares authorized, 500,000 shares issued and outstanding
|
—
|
|
|
|
500
|
|
||
Predecessor common stock, $0.16 2/3 par value, 18,666,667 shares authorized, 9,385,060 shares issued and outstanding (9,384,669 shares issued and outstanding in 2018)
|
—
|
|
|
|
1,398
|
|
||
Predecessor capital in excess of par value
|
—
|
|
|
|
766,347
|
|
||
Predecessor accumulated other comprehensive income (loss)
|
—
|
|
|
|
(6,879
|
)
|
||
Successor common stock, $0.01 par value, 500,000,000 shares authorized, 15,044,739 shares issued and outstanding
|
150
|
|
|
|
—
|
|
||
Successor capital in excess of par value
|
347,340
|
|
|
|
—
|
|
||
Successor accumulated other comprehensive income (loss)
|
(98
|
)
|
|
|
—
|
|
||
Retained earnings (accumulated deficit)
|
6,509
|
|
|
|
(634,450
|
)
|
||
Total stockholders’ equity
|
353,901
|
|
|
|
126,916
|
|
||
Total liabilities and stockholders’ equity
|
$
|
682,848
|
|
|
|
$
|
828,414
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Revenues
|
$
|
472,395
|
|
|
|
$
|
157,397
|
|
|
$
|
480,821
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
354,175
|
|
|
|
120,871
|
|
|
378,104
|
|
|||
Depreciation and amortization
|
61,499
|
|
|
|
25,102
|
|
|
107,545
|
|
|||
|
415,674
|
|
|
|
145,973
|
|
|
485,649
|
|
|||
Total operating gross margin
|
56,721
|
|
|
|
11,424
|
|
|
(4,828
|
)
|
|||
General and administrative expense
|
(17,967
|
)
|
|
|
(8,147
|
)
|
|
(24,545
|
)
|
|||
Loss on impairment
|
—
|
|
|
|
—
|
|
|
(50,698
|
)
|
|||
Gain (loss) on disposition of assets, net
|
226
|
|
|
|
384
|
|
|
(1,724
|
)
|
|||
Pre-petition restructuring charges
|
—
|
|
|
|
—
|
|
|
(21,820
|
)
|
|||
Reorganization items
|
(1,173
|
)
|
|
|
(92,977
|
)
|
|
(9,789
|
)
|
|||
Total operating income (loss)
|
37,807
|
|
|
|
(89,316
|
)
|
|
(113,404
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
(20,902
|
)
|
|
|
(274
|
)
|
|
(42,565
|
)
|
|||
Interest income
|
887
|
|
|
|
8
|
|
|
91
|
|
|||
Other
|
(188
|
)
|
|
|
(10
|
)
|
|
(2,023
|
)
|
|||
Total other income (expense)
|
(20,203
|
)
|
|
|
(276
|
)
|
|
(44,497
|
)
|
|||
Income (loss) before income taxes
|
17,604
|
|
|
|
(89,592
|
)
|
|
(157,901
|
)
|
|||
Income tax expense
|
|
|
|
|
|
|
||||||
Current tax expense
|
5,190
|
|
|
|
2,341
|
|
|
8,225
|
|
|||
Deferred tax expense (benefit)
|
5,905
|
|
|
|
(1,685
|
)
|
|
(429
|
)
|
|||
Total income tax expense
|
11,095
|
|
|
|
656
|
|
|
7,796
|
|
|||
Net income (loss)
|
6,509
|
|
|
|
(90,248
|
)
|
|
(165,697
|
)
|
|||
Less: Predecessor preferred stock dividend
|
—
|
|
|
|
—
|
|
|
2,719
|
|
|||
Net income (loss) available to common stockholders
|
$
|
6,509
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(168,416
|
)
|
Basic earnings (loss) per common share:
|
$
|
0.43
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(18.09
|
)
|
Diluted earnings (loss) per common share:
|
$
|
0.43
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(18.09
|
)
|
Number of common shares used in computing earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
15,044,919
|
|
|
|
9,368,322
|
|
|
9,311,722
|
|
|||
Diluted
|
15,060,365
|
|
|
|
9,368,322
|
|
|
9,311,722
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Net income (loss)
|
$
|
6,509
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(165,697
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Currency translation difference on related borrowings
|
(148
|
)
|
|
|
141
|
|
|
(646
|
)
|
|||
Currency translation difference on foreign currency net investments
|
50
|
|
|
|
(518
|
)
|
|
(2,721
|
)
|
|||
Total other comprehensive income (loss), net of tax:
|
(98
|
)
|
|
|
(377
|
)
|
|
(3,367
|
)
|
|||
Comprehensive income (loss)
|
$
|
6,411
|
|
|
|
$
|
(90,625
|
)
|
|
$
|
(169,064
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
6,509
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(165,697
|
)
|
Adjustments to reconcile net income (loss):
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
61,499
|
|
|
|
25,102
|
|
|
107,545
|
|
|||
(Gain) loss on disposition of assets, net
|
(226
|
)
|
|
|
(384
|
)
|
|
1,724
|
|
|||
Deferred tax expense (benefit)
|
5,905
|
|
|
|
(1,685
|
)
|
|
(429
|
)
|
|||
Loss on impairment
|
—
|
|
|
|
—
|
|
|
50,698
|
|
|||
Reorganization items
|
—
|
|
|
|
62,470
|
|
|
7,538
|
|
|||
Expenses not requiring cash
|
8,681
|
|
|
|
2,575
|
|
|
5,151
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
1,611
|
|
|
|
(32,842
|
)
|
|
(15,235
|
)
|
|||
Rig materials and supplies
|
(6,335
|
)
|
|
|
—
|
|
|
249
|
|
|||
Other current assets
|
(4,027
|
)
|
|
|
(6,542
|
)
|
|
(10,860
|
)
|
|||
Other non-current assets
|
(4,805
|
)
|
|
|
—
|
|
|
13,019
|
|
|||
Accounts payable and accrued liabilities
|
(4,646
|
)
|
|
|
55,780
|
|
|
(9,489
|
)
|
|||
Accrued income taxes
|
(2,527
|
)
|
|
|
688
|
|
|
(1,264
|
)
|
|||
Net cash provided by (used in) operating activities
|
61,639
|
|
|
|
14,914
|
|
|
(17,050
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(71,107
|
)
|
|
|
(9,231
|
)
|
|
(70,567
|
)
|
|||
Proceeds from the sale of assets
|
792
|
|
|
|
101
|
|
|
1,353
|
|
|||
Net cash provided by (used in) investing activities
|
(70,315
|
)
|
|
|
(9,130
|
)
|
|
(69,214
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Payment of term loan
|
(35,158
|
)
|
|
|
—
|
|
|
—
|
|
|||
Payments of debt issuance costs
|
(500
|
)
|
|
|
(490
|
)
|
|
(1,443
|
)
|
|||
Proceeds from rights offering
|
—
|
|
|
|
95,000
|
|
|
—
|
|
|||
Payment of amounts borrowed under debtor in possession facility
|
—
|
|
|
|
(10,000
|
)
|
|
—
|
|
|||
Predecessor preferred stock dividend
|
—
|
|
|
|
—
|
|
|
(3,625
|
)
|
|||
Shares surrendered in lieu of tax
|
—
|
|
|
|
—
|
|
|
(251
|
)
|
|||
Proceeds from borrowing under debtor in possession facility
|
—
|
|
|
|
—
|
|
|
10,000
|
|
|||
Payment of debtor in possession facility costs
|
—
|
|
|
|
—
|
|
|
(975
|
)
|
|||
Net cash provided by (used in) financing activities
|
(35,658
|
)
|
|
|
84,510
|
|
|
3,706
|
|
|||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
(44,334
|
)
|
|
|
90,294
|
|
|
(82,558
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
149,285
|
|
|
|
58,991
|
|
|
141,549
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
104,951
|
|
|
|
$
|
149,285
|
|
|
$
|
58,991
|
|
|
Shares
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’
Equity
|
|||||||||||||||
Balances, December 31, 2017 (Predecessor)
|
9,762
|
|
|
$
|
500
|
|
|
$
|
1,548
|
|
|
$
|
(170
|
)
|
|
$
|
766,508
|
|
|
$
|
(468,753
|
)
|
|
$
|
(3,512
|
)
|
|
$
|
296,121
|
|
Activity in employees’ stock plans
|
123
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
(255
|
)
|
|||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,833
|
|
|
—
|
|
|
—
|
|
|
2,833
|
|
|||||||
Predecessor preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,719
|
)
|
|
—
|
|
|
—
|
|
|
(2,719
|
)
|
|||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,697
|
)
|
|
—
|
|
|
(165,697
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,367
|
)
|
|
(3,367
|
)
|
|||||||
Balances, December 31, 2018 (Predecessor)
|
9,885
|
|
|
500
|
|
|
1,568
|
|
|
(170
|
)
|
|
766,347
|
|
|
(634,450
|
)
|
|
(6,879
|
)
|
|
126,916
|
|
|||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,446
|
|
|
—
|
|
|
—
|
|
|
1,446
|
|
|||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,248
|
)
|
|
—
|
|
|
(90,248
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
(377
|
)
|
|||||||
Balances, March 31, 2019 (Predecessor)
|
9,885
|
|
|
500
|
|
|
1,568
|
|
|
(170
|
)
|
|
767,793
|
|
|
(724,698
|
)
|
|
(7,256
|
)
|
|
37,737
|
|
|||||||
Cancellation of predecessor equity
|
(9,885
|
)
|
|
(500
|
)
|
|
(1,568
|
)
|
|
170
|
|
|
(767,793
|
)
|
|
724,698
|
|
|
7,256
|
|
|
(37,737
|
)
|
|||||||
Balances, March 31, 2019 (Predecessor)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuances of successor common stock
|
15,044
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
328,800
|
|
|
—
|
|
|
—
|
|
|
328,950
|
|
|||||||
Issuances of successor warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,687
|
|
|
—
|
|
|
—
|
|
|
14,687
|
|
|||||||
Equity issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|||||||
Balances, March 31, 2019 (Successor)
|
15,044
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
342,650
|
|
|
—
|
|
|
—
|
|
|
342,800
|
|
|||||||
Amortization of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,690
|
|
|
—
|
|
|
—
|
|
|
4,690
|
|
|||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,509
|
|
|
—
|
|
|
6,509
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
(98
|
)
|
|||||||
Balances, December 31, 2019 (Successor)
|
15,044
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
347,340
|
|
|
$
|
6,509
|
|
|
$
|
(98
|
)
|
|
$
|
353,901
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
|
|
|
December 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
104,951
|
|
|
|
$
|
48,602
|
|
Restricted cash
|
—
|
|
|
|
10,389
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
104,951
|
|
|
|
$
|
58,991
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
|
|
|
December 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2018
|
||||
Accounts Receivable
|
$
|
166,799
|
|
|
|
$
|
144,204
|
|
Allowance for bad debts (1)
|
(343
|
)
|
|
|
(7,767
|
)
|
||
Accounts receivable, net of allowance for bad debts
|
$
|
166,456
|
|
|
|
$
|
136,437
|
|
(1)
|
Additional information on the allowance for bad debt as of December 31, 2019 and 2018, is reported on Schedule II — Valuation and Qualifying Accounts in Item 15. Exhibits and Financial Statement Schedules.
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
|
|
|
December 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2018
|
||||
Capitalized interest
|
$
|
—
|
|
|
|
$
|
125
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Deposits in domestic banks in excess of federally insured limits
|
$
|
53,303
|
|
|
|
$
|
27,520
|
|
Uninsured deposits in foreign banks
|
$
|
51,884
|
|
|
|
$
|
32,907
|
|
(1)
|
the Company amended and restated its certificate of incorporation and bylaws;
|
(2)
|
the Company appointed new members to the Successor’s board of directors to replace directors of the Predecessor;
|
(3)
|
the Company issued:
|
•
|
2,827,323 shares of Successor Common Stock pro rata to 7.50% Note Holders;
|
•
|
5,178,860 shares of Successor Common Stock pro rata to 6.75% Note Holders;
|
•
|
90,558 shares of Successor Common Stock and 1,032,073 Successor warrants to purchase 1,032,073 shares of Successor Common Stock pro rata to holders of the Predecessor Preferred Stock;
|
•
|
135,838 shares of Successor Common Stock and 1,548,109 Successor warrants to purchase 1,548,109 shares of Successor Common Stock pro rata to holders of the Predecessor Common Stock;
|
•
|
504,577 shares of Successor Common Stock to commitment parties under that certain Backstop Commitment Agreement, dated December 12, 2018 and amended and restated on January 28, 2019, (as amended and restated, the “Backstop Commitment Agreement”) in respect of the commitment premium due thereunder;
|
•
|
1,403,910 shares of Successor Common Stock to the commitment parties under the Backstop Commitment Agreement in connection with their backstop obligation thereunder to purchase unsubscribed shares of Successor Common Stock; and
|
•
|
4,903,308 shares of Successor Common Stock to participants in the rights offering extended by Parker to the applicable classes under the Plan (including to the commitment parties party to the Backstop Commitment Agreement); and
|
•
|
all of the Company’s agreements, instruments and other documents evidencing or relating to, or otherwise connected with, any of the Predecessor’s equity interests outstanding prior to the Plan Effective Date were cancelled and all such equity interests have no further force or effect.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Gain on settlement of liabilities subject to compromise
|
$
|
—
|
|
|
|
$
|
(191,129
|
)
|
|
$
|
—
|
|
Fresh start valuation adjustments
|
—
|
|
|
|
242,567
|
|
|
—
|
|
|||
Professional fees
|
1,173
|
|
|
|
30,107
|
|
|
2,251
|
|
|||
Backstop premium on the rights offering paid in stock
|
—
|
|
|
|
11,033
|
|
|
—
|
|
|||
Predecessor 6.75% senior notes, due July 2022 - unamortized debt issuance costs
|
—
|
|
|
|
—
|
|
|
3,775
|
|
|||
Predecessor 7.50% senior notes, due August 2020 - unamortized debt issuance costs
|
—
|
|
|
|
—
|
|
|
1,580
|
|
|||
Predecessor 2015 secured credit agreement - unamortized debt issuance costs
|
—
|
|
|
|
—
|
|
|
1,208
|
|
|||
Debtor in possession facility costs
|
—
|
|
|
|
—
|
|
|
975
|
|
|||
Other
|
—
|
|
|
|
399
|
|
|
—
|
|
|||
Reorganization items
|
$
|
1,173
|
|
|
|
$
|
92,977
|
|
|
$
|
9,789
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Reorganization items paid
|
$
|
22,168
|
|
|
|
$
|
8,617
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Predecessor 6.75% senior notes, due July 2022
|
$
|
—
|
|
|
|
$
|
360,000
|
|
Predecessor 7.50% senior notes, due August 2020
|
—
|
|
|
|
225,000
|
|
||
Accrued interest on predecessor senior notes
|
—
|
|
|
|
15,996
|
|
||
Liabilities subject to compromise
|
$
|
—
|
|
|
|
$
|
600,996
|
|
Dollars in thousands
|
|
||
Enterprise value
|
$
|
425,000
|
|
Cash and cash equivalents and other
|
127,800
|
|
|
Fair value of term loan
|
(210,000
|
)
|
|
Fair value of successor stockholders’ equity
|
$
|
342,800
|
|
Dollars in thousands
|
|
||
Enterprise value
|
$
|
425,000
|
|
Cash and cash equivalents and other
|
127,800
|
|
|
Current liabilities
|
140,596
|
|
|
Non-current liabilities excluding long-term debt
|
20,985
|
|
|
Reorganization value of successor assets
|
$
|
714,381
|
|
Dollars in thousands
|
Predecessor
|
|
Reorganization Adjustments
|
|
Fresh Start Adjustments
|
|
Successor
|
||||||||
ASSETS
|
|||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
51,777
|
|
|
$
|
76,072
|
|
(1)
|
$
|
—
|
|
|
$
|
127,849
|
|
Restricted cash
|
11,070
|
|
|
10,366
|
|
(2)
|
—
|
|
|
21,436
|
|
||||
Accounts and notes receivable, net
|
168,444
|
|
|
—
|
|
|
—
|
|
|
168,444
|
|
||||
Rig materials and supplies
|
39,024
|
|
|
—
|
|
|
(21,185
|
)
|
(15)
|
17,839
|
|
||||
Deferred costs
|
3,718
|
|
|
—
|
|
|
(3,603
|
)
|
(16)
|
115
|
|
||||
Other tax assets
|
2,725
|
|
|
—
|
|
|
—
|
|
|
2,725
|
|
||||
Other current assets
|
25,501
|
|
|
(8,764
|
)
|
(3)
|
—
|
|
|
16,737
|
|
||||
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
|
|
||||
Rig materials and supplies
|
10,703
|
|
|
|
|
|
(6,845
|
)
|
(20)
|
3,858
|
|
||||
Other non-current assets
|
27,342
|
|
|
1,253
|
|
(4)
|
544
|
|
(20)
|
29,139
|
|
||||
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
|
68,633
|
|
|
—
|
|
|
—
|
|
|
68,633
|
|
||||
Accrued liabilities
|
65,828
|
|
|
4,990
|
|
(6)
|
(3,868
|
)
|
(21)
|
66,950
|
|
||||
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
|
|
||||
Retained earnings (accumulated deficit)
|
(681,246
|
)
|
|
169,870
|
|
(14)
|
511,376
|
|
(23)
|
—
|
|
||||
Total stockholders’ equity
|
81,189
|
|
|
474,933
|
|
|
(213,322
|
)
|
|
342,800
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
881,005
|
|
|
$
|
78,927
|
|
|
$
|
(245,551
|
)
|
|
$
|
714,381
|
|
(1)
|
Changes in cash and cash equivalents included the following:
|
Dollars in thousands
|
|
||
Proceeds from the rights offering
|
$
|
95,000
|
|
Transfers from restricted cash for the return of cash collateral (for letters of credit)
|
10,433
|
|
|
Proceeds from refund of backstop commitment fee
|
7,600
|
|
|
Transfers from restricted cash for deposit releases
|
250
|
|
|
Transfers to restricted cash for funding of professional fees
|
(21,049
|
)
|
|
Payment of debtor in possession financing principal and interest
|
(10,035
|
)
|
|
Payment of professional fees
|
(5,154
|
)
|
|
Payment of debt issuance costs for the successor credit facility
|
(490
|
)
|
|
Payment of fees on letters of credit
|
(58
|
)
|
|
Payment of term loan agent fees
|
(50
|
)
|
|
Payment of other reorganization expenses
|
(375
|
)
|
|
Net change in cash and cash equivalents
|
$
|
76,072
|
|
(2)
|
Changes in restricted cash reflects the net transfer of cash between restricted cash and cash and cash equivalents.
|
(3)
|
Changes in other current assets include the following:
|
Dollars in thousands
|
|
||
Refund of backstop commitment fee
|
$
|
(7,600
|
)
|
Elimination of predecessor directors and officers insurance policies
|
(702
|
)
|
|
Reclass of prepaid costs related to the successor credit facility
|
(488
|
)
|
|
Payment of other costs related to the successor credit facility
|
26
|
|
|
Net change in other current assets
|
$
|
(8,764
|
)
|
(4)
|
Changes in other non-current assets include the following:
|
Dollars in thousands
|
|
||
Capitalization of debt issuance costs on the successor credit facility
|
$
|
765
|
|
Reclass of prepaid costs related to the successor credit facility
|
488
|
|
|
Net change in other non-current assets
|
$
|
1,253
|
|
(5)
|
Reflects the payment of debtor in possession financing principal.
|
(6)
|
Changes in 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 accrued liabilities
|
$
|
4,990
|
|
(7)
|
Changes in long-term debt include the issuance of the $210.0 million Term Loan.
|
(8)
|
Liabilities subject to compromise to be settled in accordance with the Plan and the resulting gain was determined as follows:
|
Dollars in thousands
|
|
||
Liabilities subject to compromise
|
$
|
(600,996
|
)
|
Issuance of term loan
|
210,000
|
|
|
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders
|
175,058
|
|
|
Excess fair value ascribed to lenders participating in equity rights offering
|
24,809
|
|
|
Gain on settlement of liabilities subject to compromise
|
$
|
(191,129
|
)
|
(9)
|
Changes in Predecessor Preferred Stock reflects the cancellation of Predecessor Preferred Stock.
|
(10)
|
Changes in Predecessor Common Stock reflects the cancellation of Predecessor Common Stock.
|
(11)
|
Changes in Predecessor capital in excess of par include the following:
|
Dollars in thousands
|
|
||
Cancellation of predecessor preferred stock
|
$
|
500
|
|
Cancellation of predecessor common stock
|
1,398
|
|
|
Issuance of successor warrants to predecessor common stock and predecessor preferred stock holders
|
(14,687
|
)
|
|
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders
|
(4,950
|
)
|
|
Excess fair value ascribed to parties participating in rights offering, excluding lenders
|
(18,100
|
)
|
|
Net change in predecessor capital in excess of par value
|
$
|
(35,839
|
)
|
(12)
|
Changes in Successor Common Stock include the following:
|
Dollars in thousands
|
|
||
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders
|
$
|
80
|
|
Issuance of successor common stock pursuant to rights offering
|
68
|
|
|
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders
|
2
|
|
|
Net change in successor common stock
|
$
|
150
|
|
(13)
|
Change in Successor capital in excess of par value include the following:
|
Dollars in thousands
|
|
||
Issuance of successor common stock to the 7.50% note holders and 6.75% note holders
|
$
|
174,978
|
|
Issuance of successor common stock pursuant to rights offering
|
148,874
|
|
|
Issuance of successor warrants to predecessor common stock and predecessor preferred stock holders
|
14,687
|
|
|
Issuance of successor common stock to predecessor common stock and predecessor preferred stock holders
|
4,948
|
|
|
Equity issuance costs
|
(837
|
)
|
|
Net change in successor capital in excess of par value
|
$
|
342,650
|
|
(14)
|
Changes in accumulated deficit include the following:
|
Dollars in thousands
|
|
||
Gain on settlement of liabilities subject to compromise
|
$
|
191,129
|
|
Backstop premium on rights offering
|
(11,032
|
)
|
|
Accrual of professional fees
|
(5,988
|
)
|
|
Payment of professional fees
|
(3,137
|
)
|
|
Elimination of predecessor directors and officers insurance policies
|
(702
|
)
|
|
Payment of other reorganization items
|
(400
|
)
|
|
Net change in accumulated deficit
|
$
|
169,870
|
|
(15)
|
Changes in rig materials and supplies reflect the fair value adjustment due to the adoption of fresh start accounting.
|
(16)
|
Changes in deferred costs 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 rig materials and supplies and other non-current assets reflect the following:
|
Dollars in thousands
|
|
||
Fair value adjustment to rig material and supplies
|
$
|
(6,845
|
)
|
Net change in rig materials and supplies
|
$
|
(6,845
|
)
|
Dollars in thousands
|
|
||
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
|
$
|
544
|
|
(21)
|
Changes in 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 accrued liabilities
|
$
|
(3,868
|
)
|
(22)
|
Changes in other long-term liabilities reflects the elimination of deferred revenue due to the adoption of fresh start accounting.
|
(23)
|
Changes reflect the cumulative impact of fresh start accounting adjustments discussed above and the elimination of Predecessor accumulated other comprehensive loss and Predecessor accumulated deficit.
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in Thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Property, plant, and equipment, at cost:
|
|
|
|
|
||||
Drilling equipment
|
$
|
139,722
|
|
|
|
$
|
720,037
|
|
Rental tools
|
164,592
|
|
|
|
581,107
|
|
||
Building, land and improvements
|
25,636
|
|
|
|
58,193
|
|
||
Other
|
15,902
|
|
|
|
115,977
|
|
||
Construction in progress
|
10,078
|
|
|
|
10,855
|
|
||
Total property, plant, and equipment, at cost
|
355,930
|
|
|
|
1,486,169
|
|
||
Accumulated depreciation
|
(56,162
|
)
|
|
|
(951,798
|
)
|
||
Property, plant, and equipment, net
|
$
|
299,768
|
|
|
|
$
|
534,371
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Depreciation expense
|
$
|
57,174
|
|
|
|
$
|
24,525
|
|
|
$
|
105,239
|
|
|
|
|
Successor
|
||||||||||
|
|
|
Balance at December 31, 2019
|
||||||||||
Dollars in thousands
|
Estimated Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
3
|
|
$
|
16,300
|
|
|
$
|
(4,075
|
)
|
|
$
|
12,225
|
|
Trade names
|
5
|
|
1,500
|
|
|
(225
|
)
|
|
1,275
|
|
|||
Developed technology
|
6
|
|
200
|
|
|
(25
|
)
|
|
175
|
|
|||
Total intangible assets
|
|
|
$
|
18,000
|
|
|
$
|
(4,325
|
)
|
|
$
|
13,675
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Amortization expense
|
$
|
4,325
|
|
|
|
$
|
577
|
|
|
$
|
2,306
|
|
Dollars in thousands
|
Expected future intangible amortization expense
|
||
2020
|
$
|
5,766
|
|
2021
|
$
|
5,766
|
|
2022
|
$
|
1,693
|
|
2023
|
$
|
333
|
|
Beyond 2023
|
$
|
117
|
|
•
|
an election to adopt the modified retrospective transition method applied at the beginning of the period of adoption, which does not require a restatement of the prior period. Accordingly, no cumulative-effect adjustment to retained earnings was made.
|
•
|
an election not to apply the recognition requirements in Topic 842 to short-term leases (initial lease term of 12 months or less) and recognize lease payments in the consolidated statement of operations. Short-term leases have not been recorded on the balance sheet.
|
•
|
a practical expedient to not reassess whether a contract is or contains a lease and carry forward its historical lease classification.
|
•
|
a practical expedient to account for the lease and non-lease components separately (except as discussed below).
|
•
|
a practical expedient to account for the lease and non-lease components as a single lease component for certain assets, by class of underlying asset.
|
|
Successor
|
||
Dollars in thousands
|
December 31,
2019 |
||
Operating lease right-of-use assets (1)
|
$
|
28,955
|
|
|
|
||
Operating lease liabilities - current (2)
|
9,946
|
|
|
Operating lease liabilities - noncurrent (3)
|
18,979
|
|
|
Total operating lease liabilities
|
$
|
28,925
|
|
|
|
||
Weighted average remaining lease term (in years)
|
8
|
|
|
Weighted average discount rate
|
8.5
|
%
|
(1)
|
This amount is included in other non-current assets in our consolidated balance sheet.
|
(2)
|
This amount is included in accounts payable and accrued liabilities in our consolidated balance sheet.
|
(3)
|
This amount is included in other long-term liabilities in our consolidated balance sheet.
|
|
Successor
|
|
|
Predecessor
|
||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2019
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
7,969
|
|
|
|
$
|
2,967
|
|
Operating lease right-of-use assets obtained in exchange for lease obligations
|
$
|
14,852
|
|
|
|
$
|
238
|
|
|
Successor
|
||
Dollars in thousands
|
Operating
Leases |
||
2020
|
$
|
10,375
|
|
2021
|
6,704
|
|
|
2022
|
3,823
|
|
|
2023
|
3,045
|
|
|
2024
|
2,017
|
|
|
Beyond 2024
|
15,372
|
|
|
Total undiscounted lease liability
|
41,336
|
|
|
Imputed interest
|
(12,411
|
)
|
|
Total operating lease liabilities
|
$
|
28,925
|
|
|
Predecessor
|
||
Dollars in thousands
|
Operating
Leases |
||
2019
|
$
|
10,722
|
|
2020
|
7,887
|
|
|
2021
|
4,193
|
|
|
2022
|
1,968
|
|
|
2023
|
1,540
|
|
|
Beyond 2023
|
636
|
|
|
Total lease payments
|
$
|
26,946
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2019
|
||||
Operating lease expense
|
$
|
8,408
|
|
|
|
$
|
3,074
|
|
Short-term lease expense
|
1,938
|
|
|
|
492
|
|
||
Variable lease expense
|
5,347
|
|
|
|
1,778
|
|
||
Total lease expense
|
$
|
15,693
|
|
|
|
$
|
5,344
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in Thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Accrued payroll & related benefits
|
$
|
30,791
|
|
|
|
$
|
20,736
|
|
Operating lease liabilities - current
|
9,946
|
|
|
|
—
|
|
||
Accrued professional fees & other
|
8,776
|
|
|
|
9,578
|
|
||
Accrued interest expense
|
4,977
|
|
|
|
32
|
|
||
Deferred mobilization fees
|
1,858
|
|
|
|
4,082
|
|
||
Workers’ compensation liabilities, net
|
1,606
|
|
|
|
957
|
|
||
Total accrued liabilities
|
$
|
57,954
|
|
|
|
$
|
35,385
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Successor credit facility
|
$
|
—
|
|
|
|
$
|
—
|
|
Successor term loan, due March 2024
|
177,937
|
|
|
|
—
|
|
||
Predecessor 6.75% senior notes, due July 2022
|
—
|
|
|
|
360,000
|
|
||
Predecessor 7.50% senior notes, due August 2020
|
—
|
|
|
|
225,000
|
|
||
Predecessor 2015 secured credit agreement
|
—
|
|
|
|
—
|
|
||
Total debt
|
$
|
177,937
|
|
|
|
$
|
585,000
|
|
•
|
LIBOR plus an applicable margin that varies from 2.25 percent to 2.75 percent per annum or
|
•
|
a base rate plus an applicable margin that varies from 1.25 percent to 1.75 percent per annum.
|
(1)
|
the Credit Facility matures on October 8, 2024, subject to certain restrictions, including the refinancing of the Company’s Term Loan Agreement (as defined below),
|
(2)
|
our annual borrowing costs under the Credit Facility are lowered by reducing
|
•
|
the interest rate to (a) LIBOR plus a range of 1.75 percent to 2.25 percent (based on availability) or (b) a base rate plus a range of 0.75 percent to 1.25 percent (based on availability), and
|
•
|
the unused commitment fee to a range of 0.25 percent to 0.375 percent (based on utilization),
|
(3)
|
a $25 million liquidity covenant was replaced with a minimum fixed charge coverage ratio requirement of 1.0x when excess availability is less than the greater of
|
•
|
20.0 percent of the lesser of commitments and the borrowing base and
|
•
|
$10.0 million,
|
(4)
|
an additional borrower was allowed to be included in the borrowing base upon completion of a field examination,
|
(5)
|
the calculation of the borrowing base was revised by, among other things, excluding eligible domestic rental equipment and including 90 percent of investment grade eligible domestic accounts receivable,
|
(6)
|
the Company was allowed to grant a second priority lien on non-working capital assets in the event of a refinancing of the Term Loan Agreement,
|
(7)
|
the amount allowed for an increase to the aggregate commitments was reduced from $75.0 million to $50.0 million, and
|
(8)
|
we were permitted to make a voluntary prepayment of $35.0 million on our Term Loan on September 20, 2019 without such prepayment being included in the calculation of our fixed charge coverage ratio.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Interest paid
|
$
|
12,199
|
|
|
|
$
|
184
|
|
|
$
|
41,175
|
|
•
|
Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2 — Direct or indirect observable inputs, including quoted prices or other market data, for similar assets or liabilities in active markets or identical assets or liabilities in less active markets; and
|
•
|
Level 3 — Unobservable inputs that require significant judgment for which there is little or no market data.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
December 31, 2019
|
|
|
December 31, 2018
|
||||||||||||
Dollars in thousands
|
Carrying
Amount
|
|
Fair Value
|
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Successor term loan, due March 2024
|
$
|
177,937
|
|
|
$
|
194,712
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Predecessor 6.75% senior notes, due July 2022
|
—
|
|
|
—
|
|
|
|
360,000
|
|
|
180,000
|
|
||||
Predecessor 7.50% senior notes, due August 2020
|
—
|
|
|
—
|
|
|
|
225,000
|
|
|
117,000
|
|
||||
Total
|
$
|
177,937
|
|
|
$
|
194,712
|
|
|
|
$
|
585,000
|
|
|
$
|
297,000
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
United States
|
$
|
(3,342
|
)
|
|
|
$
|
16,785
|
|
|
$
|
(145,954
|
)
|
Foreign
|
20,946
|
|
|
|
(106,377
|
)
|
|
(11,947
|
)
|
|||
Income (loss) before income taxes
|
$
|
17,604
|
|
|
|
$
|
(89,592
|
)
|
|
$
|
(157,901
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Federal
|
$
|
(2,503
|
)
|
|
|
$
|
(364
|
)
|
|
$
|
(14
|
)
|
State
|
136
|
|
|
|
50
|
|
|
229
|
|
|||
Foreign
|
7,557
|
|
|
|
2,655
|
|
|
8,010
|
|
|||
Total current tax expense
|
5,190
|
|
|
|
2,341
|
|
|
8,225
|
|
|||
Federal
|
5,163
|
|
|
|
—
|
|
|
—
|
|
|||
State
|
635
|
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
107
|
|
|
|
(1,685
|
)
|
|
(429
|
)
|
|||
Total deferred tax expense (benefit)
|
5,905
|
|
|
|
(1,685
|
)
|
|
(429
|
)
|
|||
Total income tax expense
|
$
|
11,095
|
|
|
|
$
|
656
|
|
|
$
|
7,796
|
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
63.0
|
%
|
|
|
(0.7
|
)%
|
|
(4.9
|
)%
|
|
Successor
|
|
|
Predecessor
|
|||||||||||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended
December 31, |
|||||||||||||||
|
2019
|
|
|
2019
|
|
2018
|
|||||||||||||||
Dollars in thousands
|
Amount
|
|
% of Pre-Tax
Income
|
|
|
Amount
|
|
% of Pre-Tax
Income |
|
Amount
|
|
% of Pre-Tax
Income
|
|||||||||
Income tax expense (benefit) at U.S. statutory rate
|
$
|
3,696
|
|
|
21.0
|
%
|
|
|
$
|
(18,814
|
)
|
|
21.0
|
%
|
|
$
|
(33,160
|
)
|
|
21.0
|
%
|
Foreign taxes
|
565
|
|
|
3.2
|
%
|
|
|
1,809
|
|
|
(2.0
|
)%
|
|
7,321
|
|
|
(4.6
|
)%
|
|||
Tax effect different from statutory rates
|
472
|
|
|
2.7
|
%
|
|
|
11,125
|
|
|
(12.4
|
)%
|
|
(68
|
)
|
|
—
|
%
|
|||
State taxes, net of federal benefit
|
305
|
|
|
1.7
|
%
|
|
|
5,036
|
|
|
(5.6
|
)%
|
|
(2,552
|
)
|
|
1.6
|
%
|
|||
Change in valuation allowance
|
3,706
|
|
|
21.1
|
%
|
|
|
(98,856
|
)
|
|
110.3
|
%
|
|
28,353
|
|
|
(18.0
|
)%
|
|||
Uncertain tax positions
|
(2,056
|
)
|
|
(11.7
|
)%
|
|
|
(940
|
)
|
|
1.1
|
%
|
|
(221
|
)
|
|
0.1
|
%
|
|||
Permanent differences
|
421
|
|
|
2.4
|
%
|
|
|
20,543
|
|
|
(22.9
|
)%
|
|
8,008
|
|
|
(5.1
|
)%
|
|||
Prior year adjustments
|
(331
|
)
|
|
(1.9
|
)%
|
|
|
4,535
|
|
|
(5.1
|
)%
|
|
50
|
|
|
—
|
%
|
|||
Expiration/write-off of deferred tax assets
|
4,217
|
|
|
23.9
|
%
|
|
|
76,034
|
|
|
(84.9
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Other
|
100
|
|
|
0.6
|
%
|
|
|
184
|
|
|
(0.2
|
)%
|
|
65
|
|
|
0.1
|
%
|
|||
Income tax expense
|
$
|
11,095
|
|
|
63.0
|
%
|
|
|
$
|
656
|
|
|
(0.7
|
)%
|
|
$
|
7,796
|
|
|
(4.9
|
)%
|
|
Successor
|
|
|
Predecessor
|
||||
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
||||
Dollars in thousands
|
2019
|
|
|
2018
|
||||
Federal net operating loss (“NOL”) carryforwards
|
$
|
39,636
|
|
|
|
$
|
109,002
|
|
State NOL carryforwards
|
5,165
|
|
|
|
13,168
|
|
||
Property, plant, and equipment
|
8,458
|
|
|
|
—
|
|
||
Excess interest
|
—
|
|
|
|
6,230
|
|
||
Other state deferred tax asset, net
|
1,149
|
|
|
|
1,201
|
|
||
Foreign tax credits
|
—
|
|
|
|
46,913
|
|
||
FIN 48
|
126
|
|
|
|
887
|
|
||
Foreign tax
|
45,026
|
|
|
|
40,190
|
|
||
Accruals not currently deductible for tax purposes
|
1,990
|
|
|
|
3,119
|
|
||
Deferred compensation
|
1,107
|
|
|
|
816
|
|
||
Other
|
377
|
|
|
|
1,297
|
|
||
Total deferred tax assets
|
103,034
|
|
|
|
222,823
|
|
||
Valuation allowance
|
(91,117
|
)
|
|
|
(186,267
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
11,917
|
|
|
|
36,556
|
|
||
Property, plant, and equipment
|
(9,353
|
)
|
|
|
(28,440
|
)
|
||
Foreign taxes
|
(942
|
)
|
|
|
(510
|
)
|
||
Other state deferred tax liability, net
|
(2,236
|
)
|
|
|
(5,096
|
)
|
||
Intangibles
|
(1,972
|
)
|
|
|
(877
|
)
|
||
Total deferred tax liabilities
|
(14,503
|
)
|
|
|
(34,923
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(2,586
|
)
|
|
|
$
|
1,633
|
|
Dollars in thousands
|
|
||
Balance at January 1, 2019 (Predecessor)
|
$
|
(5,728
|
)
|
Additions based on tax position taken during a prior period
|
(148
|
)
|
|
Additions based on tax positions taken during the current period
|
(158
|
)
|
|
Reductions related to a lapse of applicable statute of limitations
|
1,141
|
|
|
Balance at March 31, 2019 (Predecessor)
|
(4,893
|
)
|
|
|
|
||
|
|
||
Additions based on tax positions taken during a prior period
|
(252
|
)
|
|
Additions based on tax positions taken during the current period
|
(492
|
)
|
|
Reductions based on tax positions taken during a prior period
|
9
|
|
|
Reductions related to settlement of tax matters
|
310
|
|
|
Reductions related to a lapse of applicable statute of limitations
|
1,668
|
|
|
Balance at December 31, 2019 (Successor)
|
$
|
(3,650
|
)
|
Canada
|
2016-present
|
Kazakhstan
|
2008-present
|
Mexico
|
2015-present
|
Russia
|
2015-present
|
United States — Federal
|
2008-present
|
United Kingdom
|
2017-present
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Liability for unrecognized tax benefits (1)
|
$
|
3,650
|
|
|
|
$
|
5,728
|
|
Accrued interest related to uncertain tax positions
|
$
|
600
|
|
|
|
$
|
833
|
|
Penalties related to uncertain tax positions
|
$
|
791
|
|
|
|
$
|
1,273
|
|
(1)
|
Our effective tax rate would be favorably impacted if the liability for unrecognized tax benefits is recognized.
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Gross self-insurance accruals
|
$
|
4,345
|
|
|
|
$
|
2,397
|
|
Insurance recoveries/receivables
|
$
|
3,621
|
|
|
|
$
|
1,636
|
|
1.
|
Restricted stock units are service-based awards and entitle a grantee to receive a share of common stock on a specified vesting date. The grant-date fair market value of unvested units is determined based on the closing trading price of the Company’s shares on the grant date. These awards vest when earned at the end of the service or performance period which is generally 1 to 3 years. These awards are expensed ratably over the applicable vesting period and are settled in shares of our common stock upon vesting. These awards are considered equity awards.
|
2.
|
Time-based phantom stock units are service-based awards and represent the equivalent of one share of common stock as of the grant date. The value of these awards is based on the common stock price. These awards vest when earned at the end of the service period which is generally 1 to 3 years. These awards are expensed ratably over the applicable vesting period and are settled in cash upon vesting. These awards are classified as liability awards.
|
3.
|
Performance cash units are performance-based awards that contain payout conditions which are based on our performance against a group of selected peer companies with regard to relative return on capital employed over a three-year performance period. Each unit has a nominal value of $100.0. A maximum of 200.0 percent of the number of units granted may be earned if performance at the maximum level is achieved. These awards vest to the extent earned at the end of a three-year graded service period. These awards are expensed ratably over the applicable vesting period and are settled in cash upon vesting. These awards are classified as liability awards.
|
4.
|
Performance-based phantom stock units are performance-based awards denominated in a number of shares which contain payout conditions based on our performance against a group of selected peer companies with regard to relative total shareholder return over a three-year performance period. They represent a grant of hypothetical stock to the equivalent number of shares of common stock but, with the employee receiving cash upon vesting. We used a simulation-based option pricing approach to determine the fair value of these awards. A maximum of 250.0 percent of the number of units granted may be earned if performance at the maximum level is achieved. These awards vest to the extent earned at the end of the three-year performance period. These awards are expensed ratably over the applicable vesting period and are settled in cash upon vesting. These awards are classified as liability awards.
|
5.
|
Stock options are service-based awards and entitle a grantee the right to buy a share of common stock at a fixed price on a specified vesting date. The grant-date fair value of unvested units is determined using the Black-Scholes option pricing model. These awards vest to the extent earned at the end of a three-year graded service period and expire 10 years from the grant date. These awards are expensed ratably over the applicable vesting period and are settled in shares of our common stock upon vesting. These awards are considered equity awards.
|
|
Restricted Stock Units
|
|
Weighted Average
Grant-Date Fair Value
|
|||
Unvested at January 1, 2018 (Predecessor)
|
302,338
|
|
|
$
|
27.10
|
|
Granted
|
107,863
|
|
|
$
|
12.51
|
|
Vested
|
(156,524
|
)
|
|
$
|
29.87
|
|
Forfeited
|
(18,079
|
)
|
|
$
|
23.82
|
|
Unvested at January 1, 2019 (Predecessor)
|
235,598
|
|
|
$
|
18.84
|
|
Vested
|
(556
|
)
|
|
$
|
20.75
|
|
Canceled
|
(235,042
|
)
|
|
$
|
18.80
|
|
Unvested at March 31, 2019 (Predecessor)
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
|
|
|
|
|||
Granted
|
496,569
|
|
|
$
|
21.58
|
|
Vested
|
(49,407
|
)
|
|
$
|
19.45
|
|
Forfeited
|
(148,222
|
)
|
|
$
|
23.00
|
|
Unvested at December 31, 2019 (Successor)
|
298,940
|
|
|
$
|
20.97
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
Dollars in Thousands except units issued
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
|
2019
|
|
2018
|
||||||
Total expense (gain)
|
$
|
2,938
|
|
|
|
$
|
1,512
|
|
|
$
|
2,833
|
|
Total value of the units vested
|
$
|
961
|
|
|
|
$
|
12
|
|
|
$
|
4,675
|
|
|
Time-based Phantom Stock Units
|
|
Unvested at January 1, 2018 (Predecessor)
|
68,759
|
|
Granted
|
106,530
|
|
Vested
|
(28,387
|
)
|
Forfeited
|
(4,117
|
)
|
Unvested at January 1, 2019 (Predecessor)
|
142,785
|
|
Canceled
|
(142,785
|
)
|
Unvested at March 31, 2019 (Predecessor)
|
—
|
|
|
|
|
|
|
|
Granted
|
248,022
|
|
Unvested at December 31, 2019 (Successor)
|
248,022
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended
December 31, |
||||||
Dollars in Thousands except units issued
|
2019
|
|
|
2019
|
|
2018
|
||||||
Total expense (gain)
|
$
|
581
|
|
|
|
$
|
(29
|
)
|
|
$
|
(261
|
)
|
|
Performance Cash Units
|
|
Unvested at January 1, 2018 (Predecessor)
|
23,021
|
|
Granted
|
16,149
|
|
Vested
|
(10,771
|
)
|
Forfeited
|
(791
|
)
|
Unvested at January 1, 2019 (Predecessor)
|
27,608
|
|
Vested
|
(27,608
|
)
|
Unvested at March 31, 2019 (Predecessor)
|
—
|
|
|
|
|
|
|
|
Unvested at December 31, 2019 (Successor)
|
—
|
|
|
Successor
|
|
|
Predecessor
|
|||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended
December 31, |
|||||
Dollars in Thousands except units issued
|
2019
|
|
|
2019
|
|
2018
|
|||||
Total expense (gain)
|
$
|
—
|
|
|
|
358
|
|
|
$
|
161
|
|
|
Performance-based Phantom Stock Units
|
|
Unvested at January 1, 2018 (Predecessor)
|
87,395
|
|
Granted
|
107,645
|
|
Vested
|
(48,937
|
)
|
Forfeited
|
(3,778
|
)
|
Unvested at January 1, 2019 (Predecessor)
|
142,325
|
|
Canceled
|
(142,325
|
)
|
Unvested at March 31, 2019 (Predecessor)
|
—
|
|
|
|
|
|
|
|
Unvested at December 31, 2019 (Successor)
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended
December 31, |
||||||
Dollars in Thousands except units issued
|
2019
|
|
|
2019
|
|
2018
|
||||||
Total expense (gain)
|
$
|
—
|
|
|
|
$
|
3
|
|
|
$
|
(600
|
)
|
Risk-free interest rate (U.S. Treasury yield curve)
|
2.2
|
%
|
Expected dividend yield
|
—
|
%
|
Expected volatility
|
51.5
|
%
|
Expected term (in years)
|
6
|
|
|
Stock Options
|
|
Weighted Average
Grant-Date Fair Value
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual Life (in years)
|
|
Aggregate
Intrinsic
Value (1)
|
||||||||
Outstanding at April 1, 2019 (Successor)
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
520,483
|
|
|
$
|
11.06
|
|
|
$
|
23.00
|
|
|
8.7
|
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(222,333
|
)
|
|
$
|
11.65
|
|
|
$
|
23.00
|
|
|
9.2
|
|
|
$
|
—
|
|
Outstanding at December 31, 2019 (Successor)
|
298,150
|
|
|
$
|
10.63
|
|
|
$
|
23.00
|
|
|
8.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exercisable at December 31, 2019 (Successor)
|
74,111
|
|
|
$
|
7.54
|
|
|
$
|
23.00
|
|
|
4.2
|
|
|
$
|
—
|
|
(1)
|
Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal year-end date.
|
|
Successor
|
|
|
Predecessor
|
||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
||||
Dollars in Thousands except units issued
|
2019
|
|
|
2019
|
||||
Total expense (gain)
|
$
|
1,753
|
|
|
|
$
|
—
|
|
Total value of the units vested
|
$
|
559
|
|
|
|
$
|
—
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands, except per share amounts
|
|
2019
|
|
|
2019
|
|
2018
|
||||||
Basic EPS
|
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders (numerator)
|
|
$
|
6,509
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(168,416
|
)
|
Denominator
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
15,044,919
|
|
|
|
9,368,322
|
|
|
9,311,722
|
|
|||
Number of shares used for basic EPS computation
|
|
15,044,919
|
|
|
|
9,368,322
|
|
|
9,311,722
|
|
|||
Basic earnings (loss) per common share
|
|
$
|
0.43
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(18.09
|
)
|
|
|
|
|
|
|
|
|
||||||
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands, except per share amounts
|
|
2019
|
|
|
2019
|
|
2018
|
||||||
Diluted EPS
|
|
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders (numerator)
|
|
$
|
6,509
|
|
|
|
$
|
(90,248
|
)
|
|
$
|
(168,416
|
)
|
Denominator
|
|
|
|
|
|
|
|
||||||
Number of shares used for basic EPS computation
|
|
15,044,919
|
|
|
|
9,368,322
|
|
|
9,311,722
|
|
|||
Successor unvested restricted stock units
|
|
15,446
|
|
|
|
—
|
|
|
—
|
|
|||
Successor unvested stock options
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Successor warrants
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Predecessor preferred stock
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Number of shares used for diluted EPS computation
|
|
15,060,365
|
|
|
|
9,368,322
|
|
|
9,311,722
|
|
|||
Diluted earnings (loss) per common share
|
|
$
|
0.43
|
|
|
|
$
|
(9.63
|
)
|
|
$
|
(18.09
|
)
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
|||
|
2019
|
|
|
2019
|
|
2018
|
|||
Successor unvested restricted stock units
|
283,494
|
|
|
|
—
|
|
|
—
|
|
Successor outstanding stock options
|
298,150
|
|
|
|
—
|
|
|
—
|
|
Successor warrants
|
2,580,182
|
|
|
|
—
|
|
|
—
|
|
Predecessor preferred stock
|
—
|
|
|
|
1,587,300
|
|
|
1,587,300
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
|
2019
|
||||
Lease revenue
|
$
|
174,074
|
|
|
|
$
|
42,041
|
|
Service revenue
|
298,321
|
|
|
|
115,356
|
|
||
Total revenues
|
$
|
472,395
|
|
|
|
$
|
157,397
|
|
•
|
an election to adopt the modified retrospective transition method applied at the beginning of the period of adoption which does not require a restatement of the prior period. Accordingly, no cumulative-effect adjustment to retained earnings was made.
|
•
|
a practical expedient to not reassess whether a contract is or contains a lease and carry forward its historical lease classification.
|
•
|
a practical expedient to account as a single performance obligation entirely depending on predominant component(s) i.e. lease or non-lease component. Revenue is recognized under Topic 842, if the lease component is predominant. Similarly, revenue is recognized under ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”) if the non-lease component is predominant.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Reimbursable revenue
|
$
|
70,174
|
|
|
|
$
|
28,541
|
|
|
$
|
54,620
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Capitalized mobilization costs
|
$
|
5,376
|
|
|
|
$
|
5,343
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Contract liabilities - current (Deferred revenue) (1)
|
$
|
1,920
|
|
|
|
$
|
4,081
|
|
Contract liabilities - noncurrent (Deferred revenue) (1)
|
531
|
|
|
|
2,441
|
|
||
Total contract liabilities
|
$
|
2,451
|
|
|
|
$
|
6,522
|
|
(1)
|
Contract liabilities - current and contract liabilities - noncurrent are included in accrued liabilities and other long-term liabilities, respectively, in our consolidated balance sheet as of December 31, 2019 and December 31, 2018.
|
Dollars in thousands
|
Contract Liabilities
|
||
Balance at December 31, 2018 (Predecessor)
|
$
|
6,522
|
|
Decrease due to recognition of revenue
|
(1,451
|
)
|
|
Increase to deferred revenue during current period
|
1,635
|
|
|
Elimination of deferred revenue due to the adoption of fresh start accounting
|
(3,634
|
)
|
|
Balance at March 31, 2019 (Predecessor)
|
3,072
|
|
|
|
|
||
|
|
||
Decrease due to recognition of revenue
|
(7,198
|
)
|
|
Increase to deferred revenue during current period
|
6,577
|
|
|
Balance at December 31, 2019 (Successor)
|
$
|
2,451
|
|
|
Successor
|
|||||||||||||||
|
Balance at December 31, 2019
|
|||||||||||||||
Dollars in thousands
|
2020
|
|
2021
|
|
2022
|
|
Beyond 2022
|
|
Total
|
|||||||
Deferred lease revenue
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Deferred service revenue
|
$
|
1,920
|
|
|
531
|
|
|
—
|
|
|
—
|
|
|
$
|
2,451
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
401(k) Plan matching contributions expense
|
$
|
639
|
|
|
|
$
|
179
|
|
|
$
|
642
|
|
•
|
customers typically are major, independent, or national oil and natural gas companies or integrated service providers;
|
•
|
drilling programs in remote locations with little infrastructure, requiring a large inventory of spare parts and other ancillary equipment and self-supported service capabilities;
|
•
|
complex wells and/or harsh environments (such as high pressures, deep depths, hazardous or geologically challenging conditions and sensitive environments) requiring specialized equipment and considerable experience to drill; and
|
•
|
O&M contracts that generally cover periods of one year or more.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Revenues: (1)
|
|
|
|
|
|
|
||||||
U.S. rental tools
|
$
|
144,698
|
|
|
|
$
|
52,595
|
|
|
$
|
176,531
|
|
International rental tools
|
71,292
|
|
|
|
21,109
|
|
|
79,150
|
|
|||
Total rental tools services
|
215,990
|
|
|
|
73,704
|
|
|
255,681
|
|
|||
U.S. (lower 48) drilling
|
36,710
|
|
|
|
6,627
|
|
|
11,729
|
|
|||
International & Alaska drilling
|
219,695
|
|
|
|
77,066
|
|
|
213,411
|
|
|||
Total drilling services
|
256,405
|
|
|
|
83,693
|
|
|
225,140
|
|
|||
Total revenues
|
$
|
472,395
|
|
|
|
$
|
157,397
|
|
|
$
|
480,821
|
|
Operating gross margin: (2)
|
|
|
|
|
|
|
||||||
U.S. rental tools
|
$
|
38,054
|
|
|
|
$
|
17,289
|
|
|
$
|
44,512
|
|
International rental tools
|
4,633
|
|
|
|
(3,581
|
)
|
|
(11,684
|
)
|
|||
Total rental tools services
|
42,687
|
|
|
|
13,708
|
|
|
32,828
|
|
|||
U.S. (lower 48) drilling
|
2,189
|
|
|
|
(1,508
|
)
|
|
(15,720
|
)
|
|||
International & Alaska drilling
|
11,845
|
|
|
|
(776
|
)
|
|
(21,936
|
)
|
|||
Total drilling services
|
14,034
|
|
|
|
(2,284
|
)
|
|
(37,656
|
)
|
|||
Total operating gross margin
|
56,721
|
|
|
|
11,424
|
|
|
(4,828
|
)
|
|||
General and administrative expense
|
(17,967
|
)
|
|
|
(8,147
|
)
|
|
(24,545
|
)
|
|||
Loss on impairment
|
—
|
|
|
|
—
|
|
|
(50,698
|
)
|
|||
Gain (loss) on disposition of assets, net
|
226
|
|
|
|
384
|
|
|
(1,724
|
)
|
|||
Pre-petition restructuring charges
|
—
|
|
|
|
—
|
|
|
(21,820
|
)
|
|||
Reorganization items
|
(1,173
|
)
|
|
|
(92,977
|
)
|
|
(9,789
|
)
|
|||
Total operating income (loss)
|
37,807
|
|
|
|
(89,316
|
)
|
|
(113,404
|
)
|
|||
Interest expense
|
(20,902
|
)
|
|
|
(274
|
)
|
|
(42,565
|
)
|
|||
Interest income
|
887
|
|
|
|
8
|
|
|
91
|
|
|||
Other
|
(188
|
)
|
|
|
(10
|
)
|
|
(2,023
|
)
|
|||
Income (loss) before income taxes
|
$
|
17,604
|
|
|
|
$
|
(89,592
|
)
|
|
$
|
(157,901
|
)
|
(1)
|
For the nine months ended December 31, 2019, our largest customer, ENL, constituted approximately 29.3 percent of our total consolidated revenues and approximately 62.9 percent of our International & Alaska drilling segment revenues. Excluding reimbursable revenues of $63.2 million, ENL constituted approximately 18.6 percent of our total consolidated revenues and approximately 48.8 percent of our International & Alaska drilling segment revenues.
|
(2)
|
Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.
|
(1)
|
For presentation purposes, for the nine months ended December 31, 2019, the three months ended March 31, 2019, and the year ended December 31, 2018, depreciation expense for corporate assets are as follows:
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in Thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
U.S. rental tools
|
$
|
221,383
|
|
|
|
$
|
216,123
|
|
International rental tools
|
98,041
|
|
|
|
146,471
|
|
||
U.S. (lower 48) drilling
|
27,335
|
|
|
|
30,283
|
|
||
International & Alaska drilling
|
255,844
|
|
|
|
366,856
|
|
||
Total identifiable assets
|
602,603
|
|
|
|
759,733
|
|
||
Corporate
|
80,245
|
|
|
|
68,681
|
|
||
Total assets
|
$
|
682,848
|
|
|
|
$
|
828,414
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Nine Months Ended December 31,
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||||
Dollars in Thousands
|
2019
|
|
|
2019
|
|
2018
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
United States
|
$
|
204,450
|
|
|
|
$
|
66,252
|
|
|
$
|
207,612
|
|
Russia
|
138,893
|
|
|
|
49,388
|
|
|
123,767
|
|
|||
EMEA & Asia
|
69,027
|
|
|
|
25,133
|
|
|
92,568
|
|
|||
Latin America
|
29,351
|
|
|
|
5,482
|
|
|
14,631
|
|
|||
Other CIS
|
11,635
|
|
|
|
3,621
|
|
|
13,703
|
|
|||
Other
|
19,039
|
|
|
|
7,521
|
|
|
28,540
|
|
|||
Total revenues
|
$
|
472,395
|
|
|
|
$
|
157,397
|
|
|
$
|
480,821
|
|
|
Successor
|
|
|
Predecessor
|
||||
Dollars in Thousands
|
December 31,
2019 |
|
|
December 31,
2018 |
||||
Long-lived assets: (1)
|
|
|
|
|
||||
United States
|
$
|
238,497
|
|
|
|
$
|
369,106
|
|
Russia
|
3,276
|
|
|
|
16,964
|
|
||
EMEA & Asia
|
27,342
|
|
|
|
89,696
|
|
||
Latin America
|
20,181
|
|
|
|
36,656
|
|
||
Other CIS
|
10,472
|
|
|
|
21,949
|
|
||
Total long-lived assets
|
$
|
299,768
|
|
|
|
$
|
534,371
|
|
(1)
|
Long-lived assets consist of property, plant, and equipment, net.
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||
|
2019
|
|
|
2019
|
||||||||||||||||
Dollars in thousands, except per share data
|
First
Quarter |
|
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
Revenues
|
$
|
157,397
|
|
|
|
$
|
156,031
|
|
|
$
|
160,083
|
|
|
$
|
156,281
|
|
|
$
|
472,395
|
|
Operating gross margin
|
$
|
11,424
|
|
|
|
$
|
22,991
|
|
|
$
|
22,268
|
|
|
$
|
11,462
|
|
|
$
|
56,721
|
|
Operating income (loss)
|
$
|
(89,316
|
)
|
|
|
$
|
16,366
|
|
|
$
|
15,982
|
|
|
$
|
5,459
|
|
|
$
|
37,807
|
|
Net income (loss)
|
$
|
(90,248
|
)
|
|
|
$
|
4,641
|
|
|
$
|
3,989
|
|
|
$
|
(2,121
|
)
|
|
$
|
6,509
|
|
Net income (loss) available to common stockholders
|
$
|
(90,248
|
)
|
|
|
$
|
4,641
|
|
|
$
|
3,989
|
|
|
$
|
(2,121
|
)
|
|
$
|
6,509
|
|
Basic earnings (loss) per common share (1)
|
$
|
(9.63
|
)
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.43
|
|
Diluted earnings (loss) per common share (1)
|
$
|
(9.63
|
)
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.43
|
|
|
Predecessor
|
||||||||||||||||||
|
2018
|
||||||||||||||||||
Dollars in thousands, except per share data
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
Revenues
|
$
|
109,675
|
|
|
$
|
118,603
|
|
|
$
|
123,395
|
|
|
$
|
129,148
|
|
|
$
|
480,821
|
|
Operating gross margin
|
$
|
(10,408
|
)
|
|
$
|
(167
|
)
|
|
$
|
1,932
|
|
|
$
|
3,815
|
|
|
$
|
(4,828
|
)
|
Operating income (loss)
|
$
|
(16,266
|
)
|
|
$
|
(8,933
|
)
|
|
$
|
(56,544
|
)
|
|
$
|
(31,661
|
)
|
|
$
|
(113,404
|
)
|
Net income (loss)
|
$
|
(28,796
|
)
|
|
$
|
(22,877
|
)
|
|
$
|
(70,951
|
)
|
|
$
|
(43,073
|
)
|
|
$
|
(165,697
|
)
|
Net income (loss) available to common stockholders
|
$
|
(29,702
|
)
|
|
$
|
(23,784
|
)
|
|
$
|
(71,857
|
)
|
|
$
|
(43,073
|
)
|
|
$
|
(168,416
|
)
|
Basic earnings (loss) per common share (1)
|
$
|
(3.21
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
(7.70
|
)
|
|
$
|
(4.60
|
)
|
|
$
|
(18.09
|
)
|
Diluted earnings (loss) per common share (1)
|
$
|
(3.21
|
)
|
|
$
|
(2.56
|
)
|
|
$
|
(7.70
|
)
|
|
$
|
(4.60
|
)
|
|
$
|
(18.09
|
)
|
(1)
|
As a result of shares issued during the year, earnings (loss) per share for each of the year’s four quarters, which are based on weighted average shares outstanding during each quarter, may not equal the annual earnings (loss) per share, which is based on the weighted average shares outstanding during the year. Additionally, as a result of rounding to the thousands, earnings per share may not equal the year-to-date results.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States,
|
•
|
provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Name
|
|
Age
|
|
Position with Parker
|
|
Director Since
|
Eugene Davis
|
|
64
|
|
Independent Director and Chairman
|
|
March 26, 2019
|
Patrick Bartels
|
|
44
|
|
Independent Director
|
|
March 26, 2019
|
Michael Faust
|
|
59
|
|
Independent Director
|
|
March 26, 2019
|
Barry L. McMahan
|
|
65
|
|
Independent Director
|
|
March 26, 2019
|
Zaki Selim
|
|
63
|
|
Independent Director
|
|
March 10, 2015
|
L. Spencer Wells
|
|
49
|
|
Independent Director
|
|
March 26, 2019
|
Name
|
|
Age
|
|
Position with Parker
|
Michael W. Sumruld
|
|
49
|
|
Senior Vice President and Chief Financial Officer
|
Jon-Al Duplantier
|
|
52
|
|
President Rental Tools and Well Services
|
Bryan R. Collins
|
|
53
|
|
President, Drilling Operations
|
Jennifer F. Simons
|
|
43
|
|
Vice President, General Counsel & Corporate Secretary
|
Name and Principal Position
|
Year
|
Salary (1)
|
Bonus
|
Stock
Awards (2)
|
Option Awards (3)
|
Non-Equity Incentive Plan Compensation (4)
|
All
Other Compensation(5)
|
Total ($)
|
||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||
Gary Rich
Former Chairman, President and CEO
|
2019
|
$
|
720,885
|
|
$
|
—
|
|
$
|
4,370,072
|
|
$
|
3,148,976
|
|
$
|
1,112,775
|
|
$
|
1,700,056
|
|
$
|
11,052,764
|
|
2018
|
$
|
650,000
|
|
$
|
—
|
|
$
|
1,274,399
|
|
$
|
—
|
|
$
|
2,517,858
|
|
$
|
4,125
|
|
$
|
4,446,382
|
|
|
Michael Sumruld
Senior Vice President and CFO
|
2019
|
$
|
382,462
|
|
$
|
—
|
|
$
|
915,354
|
|
$
|
695,482
|
|
$
|
539,582
|
|
$
|
14,164
|
|
$
|
2,547,044
|
|
2018
|
$
|
375,000
|
|
$
|
—
|
|
$
|
417,966
|
|
$
|
—
|
|
$
|
691,744
|
|
$
|
4,125
|
|
$
|
1,488,835
|
|
|
Jon-Al Duplantier
President, Rental Tools and Well Services
|
2019
|
$
|
418,654
|
|
$
|
—
|
|
$
|
1,010,436
|
|
$
|
767,712
|
|
$
|
624,455
|
|
$
|
16,663
|
|
$
|
2,837,920
|
|
2018
|
$
|
400,000
|
|
$
|
—
|
|
$
|
445,838
|
|
$
|
—
|
|
$
|
903,713
|
|
$
|
4,125
|
|
$
|
1,753,676
|
|
(1)
|
Prior to March 26, 2019, each of Mr. Rich’s, Mr.’s Sumruld’s and Mr. Duplantier’s annual base salary was as follows: $650,000, $375,000 and $400,000, respectively. Effective as of March 26, 2019, each of Mr. Rich’s, Mr. Sumruld’s and Mr. Duplantier’s annual base salary increased to the following amounts: $745,000, $385,000 and $425,000, respectively.
|
(2)
|
For 2019, the amounts in column (e) represent (x) for Mr. Rich, (i) the aggregate grant date fair value of restricted stock units (the “RSUs”) granted to him on March 26, 2019, $3,409,106, and (ii) the incremental fair value of such RSUs, which were modified on July 11, 2019, $960,966 (such amount, the “Incremental RSU Modification Value”), in each case, calculated in accordance with Financial Accounting Standards Board ASC 718, Stock Compensation (“FASB”) as of the grant date or modification date, as applicable and (y) for each of Mr. Sumruld and Duplantier, the aggregate grant date fair value of the RSUs granted to him on March 26, 2019, calculated in accordance with FASB. On March 26, 2019, each of Mr. Rich, Mr. Sumruld and Mr. Duplantier was granted 148,222 RSUs, 39,798 RSUs, and 43,932 RSUs, respectively, pursuant to the terms and conditions of the 2019 Long-Term Incentive Plan (as may be amended from time to time, the “2019 LTIP”) and an award agreement. Subject to his execution of a release of claims, on December 31, 2019, 49,407 of the RSUs granted to Mr. Rich vested, 24,704 of such vested RSUs were converted into vested phantom shares and the remaining RSUs granted to him were canceled pursuant to the terms and conditions of a transition and separation agreement the Company and Parker Drilling Management Services Ltd., a Nevada corporation and wholly-owned subsidiary of the Company, entered into with Mr. Rich on July 11, 2019 (as amended on February 21, 2020, the “Separation Agreement”), which amended the terms and conditions of the award agreement with Mr. Rich. Pursuant to an amendment and restatement of the RSU award agreement with each of Mr. Sumruld and Mr. Duplantier, dated February 21, 2020, one-half of the RSUs awarded to each such executive under the 2019 LTIP and such award agreement (19,899 and 21,966 for Mr. Sumruld and Mr. Duplantier, respectively) were converted into phantom shares and the remaining RSUs remained as RSUs.
|
(3)
|
The amounts in column (f) represent (x) for Mr. Rich, (i) the aggregate grant date fair value of the stock options granted to him on March 26, 2019 ($2,590,179) and (ii) the incremental fair value of such stock options, which were modified on July 11, 2019 ($558,797), in each case, calculated in accordance with FASB as of the grant date or modification date, as applicable and (y) for each of Mr. Sumruld and Duplantier, the aggregate grant date fair value of the stock options granted to him on March 26, 2019, calculated in accordance with FASB. On March 26, 2019, each of Mr. Rich, Mr. Sumruld and Mr. Duplantier was granted 222,333 stock options, 59,698 stock options, and 65,898 stock options, respectively, pursuant to the terms and conditions of the 2019 LTIP and an award agreement. Subject to his execution of a release of claims, on December 31, 2019, 74,111 of the stock options granted to Mr. Rich vested and the remaining stock options granted to him were canceled pursuant to the terms and conditions of the Separation Agreement, which amended the terms and conditions of the award agreement with Mr. Rich.
|
(4)
|
For 2019, the amounts in column (g) represent the aggregate sum of the following amounts: (i) for Mr. Sumruld and Mr. Duplantier, the pro-rated incentive cash compensation payments under the 2019 Incentive Compensation Plan (the “2019 ICP”), equal to $237,786 and $242,410, respectively, which shall be payable on or about March 15, 2020 with respect to 2019 performance; (ii) the quarterly cash performance bonus payments made under the 2018 Annual Incentive Cash Compensation Plan (the “2018 Plan”) on May 1, 2019 equal to $857,162, $284,456, and $303,420 for Mr. Rich, Mr. Sumruld and Mr. Duplantier, respectively; and (iii) payments made to each of Mr. Rich, Mr. Sumruld and Mr. Duplantier on March 18, 2019 equal to $255,613, $17,340 and $78,625, respectively, in respect of the accelerated vesting and payout of performance cash units (“PCUs”) granted in 2017 to Mr. Rich and Mr. Duplantier and 2018 to each of the named executive officers under the terms and conditions of the 2010 Plan and an award agreement. PCUs granted in 2017 were paid out at 32.5% of target, based on the achievement of the first one and two year performance periods, and PCUs granted in 2018 were paid out at 10% of target, based on the achievement of the first one-year performance period.
|
(5)
|
For 2019, the amounts in column (h) represent for Mr. Rich, the aggregate amount of (i) the matching contribution made by the Company on his behalf pursuant to our 401(k) Plan as described below equal to $4,200, (ii) a cash payment made to him on March 13, 2019 equal to $29,217, with respect to the unvested RSUs and time-based PhSUs granted to him under the terms and conditions of the 2010 Plan and an award agreement, which were canceled and cashed out at a per share price of $0.33 and (iii) under the Separation Agreement and subject to his execution of a release of claims, payment or settlement of the following amounts on February 29, 2020 in connection with his termination of employment on December 31, 2019: (x) a cash payment equal to $1.5 million, (y) a cash payment equal to $15,947 for 12 months of his (and his eligible dependents’) health care continuation premiums, and (z) an amount equal to $150,692 (which represents the difference between (a) $1,111,658 (the market value of the 24,704 phantom shares, 24,703 RSUs and 74,111 stock options (minus, for the stock options the exercise price of $23 per share), granted to Mr. Rich on March 26, 2019, based on the closing market price of our common stock on December 31, 2019 of $22.50 per share, which vested upon the date of his termination of employment) and (b) the Incremental RSU Modification Value reported above in column (e)). For 2019, the amounts in column (h) represent for each of Mr. Sumruld and Mr. Duplantier, the aggregate amount of (i) the matching contribution made by the Company on his behalf pursuant to our 401(k) Plan equal to $4,200 and (ii) a cash payment made to each of Mr. Sumruld and Mr. Duplantier on March 13, 2019 equal to $9,964 and $12,463, respectively, with respect to the unvested RSUs and time-based PhSUs that were granted under the terms and conditions of the 2010 Plan and an award agreement, which were canceled and cashed out at a per share price of $0.33.
|
|
Option Awards (1)
|
Stock Awards (2)
|
|||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
|||||||
Name
|
Number of Securities Underlying Unexercised Options: Exercisable
|
Number of Securities Underlying Unexercised Options: Unexercisable
|
Option Exercise Price
|
Option Expiration Date
|
Number of shares or units of stock that have not vested
|
Market value of shares or units of stock that have not vested (3)
|
|||||||
Gary Rich
|
74,111
|
|
—
|
|
$
|
23.0
|
|
3/26/2024
|
|
|
|||
Michael Sumruld
|
—
|
|
59,698
|
|
$
|
23.0
|
|
3/26/2029
|
39,798
|
|
$
|
895,455
|
|
Jon-Al Duplantier
|
—
|
|
65,898
|
|
$
|
23.0
|
|
3/26/2029
|
43,932
|
|
$
|
988,470
|
|
(1)
|
On March 26, 2019, Mr. Rich was granted 222,333 stock options, Mr. Sumruld was granted 59,698 stock options, and Mr. Duplantier was granted 65,898 stock options, which vest and become exercisable in substantially equal installments on each of March 26, 2020, March 26, 2021 and March 26, 2022, subject to the executive’s continued employment on the applicable vesting date; provided, that, pursuant to the Separation Agreement, subject to his execution of a release of claims, upon Mr. Rich’s termination of employment on December 31, 2019, 74,111 of the stock options granted to him vested and became exercisable and the remaining stock options granted to him were forfeited and canceled for no consideration.
|
(2)
|
On March 26, 2019, Mr. Rich was granted 148,222 RSUs, Mr. Sumruld was granted 39,798 RSUs, and Mr. Duplantier was granted 43,932 RSUs, which vest in substantially equal installments on each of March 26, 2020, March 26, 2021 and March 26, 2022, subject to the executive’s continued employment on the applicable vesting date and the vested RSUs will be settled in shares within 10 days after the vesting date. Notwithstanding the foregoing, (x) pursuant to the Separation Agreement, subject to his execution of a release of claims, upon Mr. Rich’s termination of employment on December 31, 2019, 49,407 of the RSUs granted to him vested, 24,704 of such vested RSUs were converted into vested phantom shares which are settled in a cash payment equal to the fair market value of the underlying shares of common stock and the remaining RSUs granted to him were forfeited and canceled for no consideration and (y) pursuant to an amendment and restatement of the RSU award agreement with each of Mr. Sumruld and Mr. Duplantier, dated February 21, 2020, one-half of the RSUs awarded to each executive under the 2019 LTIP and such award agreement were converted into phantom shares.
|
(3)
|
The market value used to determine the values in column (g) is based on the closing market price of our common stock on December 31, 2019 of $22.50 per share.
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards (1)
|
|
Total
|
||||||
Eugene Davis
|
|
$
|
137,959
|
|
|
$
|
426,674
|
|
|
$
|
564,633
|
|
Patrick Bartels
|
|
$
|
82,192
|
|
|
$
|
304,778
|
|
|
$
|
386,970
|
|
Michael Faust
|
|
$
|
65,147
|
|
|
$
|
304,778
|
|
|
$
|
369,925
|
|
Barry McMahon
|
|
$
|
68,979
|
|
|
$
|
304,778
|
|
|
$
|
373,757
|
|
Zaki Selim
|
|
$
|
65,147
|
|
|
$
|
304,778
|
|
|
$
|
369,925
|
|
Spencer L. Wells
|
|
$
|
84,308
|
|
|
$
|
304,778
|
|
|
$
|
389,086
|
|
Jonathan M. Clarkson
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Peter T. Fontana
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gary R. King
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Robert L. Parker Jr.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Richard D. Paterson
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
503,732
|
|
|
$
|
1,950,564
|
|
|
$
|
2,454,296
|
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of the RSUs and/or phantom shares granted to each of the members of the Board other than the Old Board Members on November 4, 2019, calculated in accordance with FASB. On November 4, 2019, Mr. Davis was granted 22,269 RSUs, Mr. Bartels was granted 15,907 RSUs, Mr. Faust was granted 15,907 RSUs, Mr. McMahan was granted 7,953 RSUs and 7,954 phantom shares, Mr. Wells was granted 7,953 RSUs and 7,954 phantom shares and Mr. Selim was granted 7,953 RSUs and 7,954 phantom shares, in each case, under the terms and conditions of the 2019 LTIP and an award agreement.
|
Name
|
|
Shares Owned (#) (1)
|
|
Percentage Of Outstanding Shares
|
Värde Partners, Inc.
|
|
6,686,144 (2)
|
|
44.44%
|
Brigade Capital Management, LP
|
|
3,135,016 (3)
|
|
20.84%
|
Highbridge Capital Management, LLC
|
|
1,489,423 (4)
|
|
9.90%
|
Gary G. Rich
|
|
121,059
|
|
*
|
Jon-Al Duplantier
|
|
36,773
|
|
*
|
Michael W. Sumruld
|
|
27,408
|
|
*
|
Bryan Collins
|
|
25,927
|
|
*
|
Jennifer F. Simons
|
|
20,975
|
|
*
|
Eugene Davis
|
|
7,423
|
|
*
|
Patrick Bartels
|
|
5,302
|
|
*
|
Michael Faust
|
|
5,302
|
|
*
|
Barry L. McMahan
|
|
2,651
|
|
*
|
Zaki Selim
|
|
2,651
|
|
*
|
L. Spencer Wells
|
|
2,651
|
|
*
|
Directors and executive officers as a group (11 persons)
|
|
258,122
|
|
1.72%
|
*
|
Less than 1%
|
(1)
|
Includes shares for which the person has sole voting and investment power, or has shared voting and investment power with his/her spouse. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of New Common Stock subject to options or warrants currently exercisable or exercisable within 60 days after February 28, 2020 are deemed outstanding by such person, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Restricted stock units and options held by executive officers are not currently or within 60 days following February 28, 2020 vested or exercisable and are not included.
|
(2)
|
Based on information obtained from a Schedule 13D/A filed jointly on February 20, 2020, by The Värde Skyway Master Fund, L.P. (“Master Skyway Fund”), The Värde Skyway Fund G.P., LLC (“Skyway Fund GP”), The Värde Skyway Fund UGP, LLC (“Skyway UGP”), Värde Investment Partners (Offshore) Master, L.P. (“VIP Offshore”), Värde Investment Partners, L.P. (“VIP”), Värde Investment Partners G.P., L.P. (“VIP GP”), Värde Investment Partners UGP, LLC (“Investment UGP”), Värde Credit Partners Master, L.P. (“VCPM”), Värde Credit Partners G.P., L.P. (“VCPM GP”), Värde Credit Partners UGP, LLC (“VCPM UGP”), Värde Credit Partners G.P., L.P. (“VCPM GP”), Värde Partners, L.P. (“Managing Member”), Värde Partners, Inc. (“General Partner”), Mr. George Hicks (“Mr. Hicks”) and Mr. Ilfryn C. Carstairs (“Mr. Carstairs” and together with Master Skyway Fund, Skyway Fund GP, Skyway UGP, VIP Offshore, VIP, VIP GP, Investment UGP, VCPM, VCPM GP, VCPM UGP, Managing Member, General Partner and Mr. Hicks, the “Värde Persons”). Master Skyway Fund directly holds 1,233,731 shares of common stock. Skyway Fund GP is the general partner of Master Skyway Fund and Skyway UGP is the general partner of Skyway Fund GP. VIP Offshore directly holds 1,505,570 shares of common stock and VIP directly holds 1,911,457 shares of common stock. VIP GP is the general partner of VIP Offshore and VIP. Investment UGP is the general partner of VIP GP. VCPM directly holds 2,035,386 shares of common stock. VCPM GP is the general partner of VCPM and VCPM UGP is the general partner of VCPM GP. The Managing Member is the managing member of Skyway Fund GP, VIP GP and VCPM GP. The General Partner is the general partner of the Managing Member. Mr. Hicks and Mr. Ilfryn are each the co-Chief Executive Officer of the General Partner. Each of Mr. Hicks, Mr. Ilfryn, the Managing Member and the General Partner may be deemed to beneficially own the common stock held by the other Värde Persons. Each such Värde Person may be deemed to
|
(3)
|
Based on information obtained on February 28, 2020 from Brigade Capital Management, LP (“Brigade CM”), Brigade Capital Management GP, LLC (“Brigade GP”), Brigade Leveraged Capital Structures Fund Ltd. (“Brigade LCSF”), Brigade Energy Opportunities Fund LP (“Brigade EOF”), Brigade Capital GP, LLC (“Brigade EOF GP”), and Donald E. Morgan, III (“Mr. Morgan” and together with Brigade CM, Brigade GP, Brigade LCSF, Brigade EOF and Brigade EOF GP, the “Brigade Persons”) and information provided by Brigade as of February 28, 2020. The shares of common stock reported as beneficially owned are directly held by Brigade LCSF (716,234 shares of common stock, including 15,885 shares of common stock issuable upon exercise of warrants), Brigade EOF (862,506 shares of common stock, including 82,723 shares of common stock issuable upon exercise of warrants) and other private investment funds and accounts managed by Brigade CM (1,556,276 shares of common stock, including 41,497 shares of common stock issuable upon exercise of warrants). Brigade EOF GP is the general partner of Brigade EOF. Brigade CM is the investment manager of Brigade LCSF and Brigade EOF. Brigade GP is the general partner of Brigade CM. Mr. Morgan is the managing member of Brigade GP, a director of Brigade LCSF and the managing member of Brigade EOF GP. Brigade CM has the shared power to vote and dispose of 3,135,016 shares of common stock; Brigade GP has the shared power to vote and dispose of 3,135,016 shares of common stock; Brigade LCSF has the shared power to vote and dispose of 716,234 shares of common stock; Brigade EOF has the shared power to vote and dispose of 862,506 shares of common stock; Brigade EOF GP has the shared power to vote and dispose of 862,506 shares of common stock; and Mr. Morgan has the shared power to vote and dispose of 3,135,016 shares of common stock. The business address of the Brigade Persons other than Brigade LCSF is 399 Park Avenue, 16th Floor, New York, NY 10022. The business address of Brigade LCSF is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.
|
(4)
|
Based on information obtained from a Schedule 13G/A jointly filed on January 21, 2020 by Highbridge Capital Management LLC (“HCM”) and Highbridge Tactical Credit Master Fund, L.P. (“Highbridge Tactical” and together with HCM, the “Highbridge Funds”). The 3,540,370 shares of common stock (including 2,660,828 shares of common stock and shares of common stock issuable upon exercise of warrants to purchase 1,279,770 shares of common stock subject to a 9.90% blocker) reported as beneficially owned are held directly by HCM (1,549,988 shares of common stock and shares of common stock issuable upon exercise of warrants to purchase 639,885 shares of common stock subject to a 9.90% blocker) and Highbridge Tactical (1,110,840 shares of common stock and shares of common stock issuable upon exercise of warrants to purchase 639,885 shares of common stock subject to a 9.90% blocker). HCM serves as the trading manager of the Highbridge Tactical and may be deemed to beneficially own the securities held by Highbridge Tactical. Each of the Highbridge Funds disclaims beneficial ownership of the shares held by it. The business address of HCM is 277 Park Avenue, 23rd Floor, New York, NY 10172 and the business address of Highbridge Tactical is c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor, New York, NY 10172.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights (#) (1)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (2)
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities reflected in Column (a)) (#)
|
||||
Equity compensation plans approved by stockholders
|
|
597,090
|
|
|
$
|
23.0
|
|
|
841,408
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
597,090
|
|
|
$
|
23.0
|
|
|
841,408
|
|
(1)
|
Includes 298,940 shares of Successor Common Stock that could be issued upon the vesting of RSUs granted under the 2019 LTIP and outstanding as of December 31, 2019.
|
(2)
|
The weighted average exercise price does not take into account RSUs outstanding as of December 31, 2019.
|
|
2019
|
|
2018
|
||||
Audit fees (1)
|
$
|
2,866,426
|
|
|
$
|
2,606,100
|
|
Audit related fees (2)
|
$
|
1
|
|
|
$
|
4,950
|
|
Tax related fees (3)
|
$
|
445,901
|
|
|
$
|
556,500
|
|
Total
|
$
|
3,312,328
|
|
|
$
|
3,167,550
|
|
(1)
|
Audit fees related to the annual financial statement audit, quarterly reviews of financial statements, statutory audits of foreign subsidiaries, and audits in conjunction with SOX Internal Control requirements.
|
(2)
|
Audit related fees are primarily for services not directly related to the Company’s annual financial statements, for example, periodic assistance and consultation related to filings with the SEC.
|
(3)
|
Tax-related fees for services consisting primarily of assisting Company affiliates in the preparation of foreign tax returns, tax structure review and evaluation, and other tax advice and compliance considerations.
|
|
Page
|
(2) Financial Statement Schedule:
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
101.INS
|
|
—
|
|
XBRL Instance Document.
|
|
|
|
|
|
101.SCH
|
|
—
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
|
|
101.CAL
|
|
—
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
|
|
101.LAB
|
|
—
|
|
XBRL Label Linkbase Document.
|
|
|
|
|
|
101.PRE
|
|
—
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
|
|
101.DEF
|
|
—
|
|
XBRL Definition Linkbase Document.
|
Classifications
|
|
Balance at
beginning
of year
|
|
Charged to
cost and
expenses
|
|
Charged
to other
accounts
|
|
Deductions
|
|
Balance at
end of
year
|
|||||||
Dollars in Thousands
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nine Months Ended December 31, 2019 (Successor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for bad debt
|
|
$
|
—
|
|
|
336
|
|
|
428
|
|
|
(421
|
)
|
|
$
|
343
|
|
Allowance for obsolete rig materials and supplies
|
|
$
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1
|
|
Deferred tax valuation allowance
|
|
$
|
87,411
|
|
|
3,706
|
|
|
—
|
|
|
—
|
|
|
$
|
91,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Three Months Ended March 31, 2019 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for bad debt
|
|
$
|
7,767
|
|
|
90
|
|
|
11
|
|
|
(7,868
|
)
|
|
$
|
—
|
|
Allowance for obsolete rig materials and supplies
|
|
$
|
1,547
|
|
|
—
|
|
|
—
|
|
|
(1,546
|
)
|
|
$
|
1
|
|
Deferred tax valuation allowance
|
|
$
|
186,267
|
|
|
(98,856
|
)
|
|
|
|
|
—
|
|
|
$
|
87,411
|
|
Year Ended December 31, 2018 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for bad debt
|
|
$
|
7,564
|
|
|
309
|
|
|
(47
|
)
|
|
(59
|
)
|
|
$
|
7,767
|
|
Allowance for obsolete rig materials and supplies
|
|
$
|
809
|
|
|
1,041
|
|
|
—
|
|
|
(303
|
)
|
|
$
|
1,547
|
|
Deferred tax valuation allowance
|
|
$
|
157,914
|
|
|
28,353
|
|
|
—
|
|
|
—
|
|
|
$
|
186,267
|
|
|
PARKER DRILLING COMPANY
|
||
|
|
|
|
|
By:
|
|
/s/ Michael W. Sumruld
|
|
|
|
Michael W. Sumruld
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
By:
|
|
/s/ Eugene Davis
|
|
Chair of Office of the Chief Executive Officer Committee and Director
(Principal Executive Officer)
|
|
March 4, 2020
|
|
|
Eugene Davis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael W. Sumruld
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
March 4, 2020
|
|
|
Michael W. Sumruld
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Nathaniel C. Dockray
|
|
Principal Accounting Officer
(Principal Accounting Officer)
|
|
March 4, 2020
|
|
|
Nathaniel C. Dockray
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Patrick Bartels
|
|
Director
|
|
March 4, 2020
|
|
|
Patrick Bartels
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael Faust
|
|
Director
|
|
March 4, 2020
|
|
|
Michael Faust
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Barry L. McMahan
|
|
Director
|
|
March 4, 2020
|
|
|
Barry L. McMahan
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ L. Spencer Wells
|
|
Director
|
|
March 4, 2020
|
|
|
L. Spencer Wells
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Zaki Selim
|
|
Director
|
|
March 4, 2020
|
|
|
Zaki Selim
|
|
|
|
|
1 Year Parker Drilling (CE) Chart |
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