Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements | Note 13 - Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements Set forth on the following pages are the consolidating condensed financial statements of Parker Drilling. The Company’s 2015 Secured Credit Agreement and Senior Notes are fully and unconditionally guaranteed by substantially all of our direct and indirect domestic subsidiaries, other than immaterial subsidiaries and subsidiaries generating revenues primarily outside the United States, subject to the following customary release provisions: • in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company; • in connection with any sale of such amount of capital stock as would result in such guarantor no longer being a subsidiary to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company; • if the Company designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary; • if the guarantee by a guarantor of all other indebtedness of the Company or any other guarantor is released, terminated or discharged, except by, or as a result of, payment under such guarantee; or • upon legal defeasance or covenant defeasance (satisfaction and discharge of the indenture). There are currently no restrictions on the ability of the restricted subsidiaries to transfer funds to Parker Drilling in the form of cash dividends, loans or advances. Parker Drilling is a holding company with no operations, other than through its subsidiaries. Separate financial statements for each guarantor company are not provided as the Company complies with the exception to Rule 3-10(f) of Regulation S-X. All guarantor subsidiaries are owned 100 percent by the parent company. We are providing unaudited consolidating condensed financial information of the parent, Parker Drilling, the guarantor subsidiaries, and the non-guarantor subsidiaries as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 30,825 $ 7,939 $ 42,964 $ — $ 81,728 Accounts and notes receivable, net — 53,515 84,386 — 137,901 Rig materials and supplies — (1,792 ) 35,971 319 34,498 Other current assets — 8,733 18,940 — 27,673 Total current assets 30,825 68,395 182,261 319 281,800 Property, plant and equipment, net (19 ) 380,029 170,163 296 550,469 Goodwill — 6,708 — — 6,708 Intangible assets, net — 5,398 — — 5,398 Deferred income taxes 21,272 (33,125 ) 13,664 — 1,811 Other noncurrent assets 2,596,927 3,273,124 4,727,353 (10,574,409 ) 22,995 Total assets $ 2,649,005 $ 3,700,529 $ 5,093,441 $ (10,573,794 ) $ 869,181 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ (103,158 ) $ 219,483 $ 604,393 $ (617,477 ) $ 103,241 Accrued income taxes 84,361 (62,926 ) (17,223 ) — 4,212 Total current liabilities (18,797 ) 156,557 587,170 (617,477 ) 107,453 Long-term debt, net 579,289 — — — 579,289 Other long-term liabilities 2,867 4,588 4,753 — 12,208 Long-term deferred tax liability — — 60 — 60 Intercompany payables 1,912,224 1,473,535 2,670,598 (6,056,357 ) — Total liabilities 2,475,583 1,634,680 3,262,581 (6,673,834 ) 699,010 Total stockholders’ equity 173,422 2,065,849 1,830,860 (3,899,960 ) 170,171 Total liabilities and stockholders’ equity $ 2,649,005 $ 3,700,529 $ 5,093,441 $ (10,573,794 ) $ 869,181 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 75,342 $ 20,655 $ 45,552 $ — $ 141,549 Accounts and notes receivable, net — 32,338 90,173 — 122,511 Rig materials and supplies — (3,025 ) 34,440 — 31,415 Other current assets — 6,362 15,999 — 22,361 Total current assets 75,342 56,330 186,164 — 317,836 Property, plant and equipment, net (19 ) 428,556 197,234 — 625,771 Goodwill — 6,708 — — 6,708 Intangible assets, net — 7,128 — — 7,128 Deferred income taxes 15,144 (26,623 ) 12,763 — 1,284 Other noncurrent assets 2,678,674 3,235,834 4,479,914 (10,362,870 ) 31,552 Total assets $ 2,769,141 $ 3,707,933 $ 4,876,075 $ (10,362,870 ) $ 990,279 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ (51,060 ) $ 179,247 $ 588,536 $ (617,477 ) $ 99,246 Accrued income taxes 76,883 (56,870 ) (15,583 ) — 4,430 Total current liabilities 25,823 122,377 572,953 (617,477 ) 103,676 Long-term debt, net 577,971 — — — 577,971 Other long-term liabilities 2,867 5,741 3,825 — 12,433 Long-term deferred tax liability (1 ) — 79 — 78 Intercompany payables 1,865,810 1,465,744 2,430,340 (5,761,894 ) — Total liabilities 2,472,470 1,593,862 3,007,197 (6,379,371 ) 694,158 Total stockholders’ equity 296,671 2,114,071 1,868,878 (3,983,499 ) 296,121 Total liabilities and stockholders’ equity $ 2,769,141 $ 3,707,933 $ 4,876,075 $ (10,362,870 ) $ 990,279 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Three months ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 63,178 $ 76,316 $ (16,099 ) $ 123,395 Expenses: Operating expenses — 31,039 79,003 (16,099 ) 93,943 Depreciation and amortization — 19,680 7,840 — 27,520 — 50,719 86,843 (16,099 ) 121,463 Total operating gross margin (loss) — 12,459 (10,527 ) — 1,932 General and administrative expense (1) (96 ) (14,421 ) 22 — (14,495 ) Loss on impairment — (34,209 ) (9,781 ) — (43,990 ) Gain (loss) on disposition of assets, net — 54 (45 ) — 9 Total operating income (loss) (96 ) (36,117 ) (20,331 ) — (56,544 ) Other income (expense): Interest expense (12,072 ) (44 ) (2,866 ) 3,632 (11,350 ) Interest income 127 183 3,345 (3,632 ) 23 Other — (2 ) (707 ) — (709 ) Equity in net earnings of subsidiaries (57,588 ) — — 57,588 — Total other income (expense) (69,533 ) 137 (228 ) 57,588 (12,036 ) Income (loss) before income taxes (69,629 ) (35,980 ) (20,559 ) 57,588 (68,580 ) Income tax expense (benefit) 1,322 59 990 — 2,371 Net income (loss) (70,951 ) (36,039 ) (21,549 ) 57,588 (70,951 ) Less: Convertible preferred stock dividend 906 — — — 906 Net income (loss) available to common stockholders $ (71,857 ) $ (36,039 ) $ (21,549 ) $ 57,588 $ (71,857 ) (1) General and administrative expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Three months ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 46,820 $ 89,027 $ (17,539 ) $ 118,308 Expenses: Operating expenses — 24,085 81,574 (17,539 ) 88,120 Depreciation and amortization — 20,025 10,042 — 30,067 — 44,110 91,616 (17,539 ) 118,187 Total operating gross margin (loss) — 2,710 (2,589 ) — 121 General and administrative expense (1) (96 ) (6,823 ) (114 ) — (7,033 ) Gain (loss) on disposition of assets, net — — 97 — 97 Total operating income (loss) (96 ) (4,113 ) (2,606 ) — (6,815 ) Other income (expense): Interest expense (11,742 ) (90 ) (1,959 ) 2,724 (11,067 ) Interest income 259 206 2,387 (2,724 ) 128 Other — 13 (651 ) — (638 ) Equity in net earnings of subsidiaries (8,172 ) — — 8,172 — Total other income (expense) (19,655 ) 129 (223 ) 8,172 (11,577 ) Income (loss) before income taxes (19,751 ) (3,984 ) (2,829 ) 8,172 (18,392 ) Income tax expense (benefit) 560 12 1,347 — 1,919 Net income (loss) (20,311 ) (3,996 ) (4,176 ) 8,172 (20,311 ) Less: Convertible preferred stock dividend 906 — — — 906 Net income (loss) available to common stockholders $ (21,217 ) $ (3,996 ) $ (4,176 ) $ 8,172 $ (21,217 ) (1) General and administrative expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 156,766 $ 240,579 $ (45,672 ) $ 351,673 Expenses: Operating expenses — 83,231 239,552 (45,672 ) 277,111 Depreciation and amortization — 59,163 24,042 — 83,205 — 142,394 263,594 (45,672 ) 360,316 Total operating gross margin (loss) — 14,372 (23,015 ) — (8,643 ) General and administrative expense (1) (340 ) (28,408 ) (236 ) — (28,984 ) Loss on impairment — (34,209 ) (9,781 ) — (43,990 ) Gain (loss) on disposition of assets, net — 2 (128 ) — (126 ) Total operating income (loss) (340 ) (48,243 ) (33,160 ) — (81,743 ) Other income (expense): Interest expense (36,214 ) 129 (7,022 ) 9,320 (33,787 ) Interest income 447 544 8,405 (9,320 ) 76 Other — 14 (1,623 ) — (1,609 ) Equity in net earnings of subsidiaries (85,039 ) — — 85,039 — Total other income (expense) (120,806 ) 687 (240 ) 85,039 (35,320 ) Income (loss) before income taxes (121,146 ) (47,556 ) (33,400 ) 85,039 (117,063 ) Income tax expense (benefit) 1,478 665 3,418 — 5,561 Net income (loss) (122,624 ) (48,221 ) (36,818 ) 85,039 (122,624 ) Less: Convertible preferred stock dividend 2,719 — — — 2,719 Net income (loss) available to common stockholders $ (125,343 ) $ (48,221 ) $ (36,818 ) $ 85,039 $ (125,343 ) (1) General and administrative expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 116,203 $ 262,293 $ (52,310 ) $ 326,186 Expenses: Operating expenses — 70,362 245,523 (52,310 ) 263,575 Depreciation and amortization — 61,483 31,768 — 93,251 — 131,845 277,291 (52,310 ) 356,826 Total operating gross margin (loss) — (15,642 ) (14,998 ) — (30,640 ) General and administrative expense (1) (244 ) (19,996 ) (336 ) — (20,576 ) Gain (loss) on disposition of assets, net — (242 ) (126 ) — (368 ) Total operating income (loss) (244 ) (35,880 ) (15,460 ) — (51,584 ) Other income (expense): Interest expense (35,221 ) (175 ) (5,971 ) 8,335 (33,032 ) Interest income 592 563 7,340 (8,335 ) 160 Other — 59 393 — 452 Equity in net earnings of subsidiaries (45,774 ) — — 45,774 — Total other income (expense) (80,403 ) 447 1,762 45,774 (32,420 ) Income (loss) before income taxes (80,647 ) (35,433 ) (13,698 ) 45,774 (84,004 ) Income tax expense (benefit) 9,361 (7,150 ) 3,793 — 6,004 Net income (loss) (90,008 ) (28,283 ) (17,491 ) 45,774 (90,008 ) Less: Convertible preferred stock dividend 2,145 — — — 2,145 Net income (loss) available to common stockholders $ (92,153 ) $ (28,283 ) $ (17,491 ) $ 45,774 $ (92,153 ) (1) CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Three months ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (70,951 ) $ (36,039 ) $ (21,549 ) $ 57,588 $ (70,951 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (315 ) — (315 ) Currency translation difference on foreign currency net investments — — 162 — 162 Total other comprehensive income (loss), net of tax: — — (153 ) — (153 ) Comprehensive income (loss) $ (70,951 ) $ (36,039 ) $ (21,702 ) $ 57,588 $ (71,104 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Three months ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (20,311 ) $ (3,996 ) $ (4,176 ) $ 8,172 $ (20,311 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 170 — 170 Currency translation difference on foreign currency net investments — — 1,217 — 1,217 Total other comprehensive income (loss), net of tax: — — 1,387 — 1,387 Comprehensive income (loss) $ (20,311 ) $ (3,996 ) $ (2,789 ) $ 8,172 $ (18,924 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (122,624 ) $ (48,221 ) $ (36,818 ) $ 85,039 $ (122,624 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (484 ) — (484 ) Currency translation difference on foreign currency net investments — — (2,216 ) — (2,216 ) Total other comprehensive income (loss), net of tax: — — (2,700 ) — (2,700 ) Comprehensive income (loss) $ (122,624 ) $ (48,221 ) $ (39,518 ) $ 85,039 $ (125,324 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (90,008 ) $ (28,283 ) $ (17,491 ) $ 45,774 $ (90,008 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 438 — 438 Currency translation difference on foreign currency net investments — — 2,666 — 2,666 Total other comprehensive income (loss), net of tax: — — 3,104 — 3,104 Comprehensive income (loss) $ (90,008 ) $ (28,283 ) $ (14,387 ) $ 45,774 $ (86,904 ) CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (122,624 ) $ (48,221 ) $ (36,818 ) $ 85,039 $ (122,624 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 59,163 24,042 — 83,205 (Gain) loss on disposition of assets, net — (2 ) 128 — 126 Deferred tax expense (benefit) (6,129 ) 6,503 (920 ) — (546 ) Loss on impairment — 34,209 9,781 — 43,990 Expenses not requiring cash 3,660 536 (8,872 ) 9,167 4,491 Change in assets and liabilities: Accounts and notes receivable — (21,161 ) 5,515 — (15,646 ) Other assets 83,191 (37,686 ) (249,047 ) 211,220 7,678 Accounts payable and accrued liabilities (4,777 ) 45,820 260,517 (305,426 ) (3,866 ) Accrued income taxes 7,478 (6,056 ) (1,746 ) — (324 ) Net cash provided by (used in) operating activities (39,201 ) 33,105 2,580 — (3,516 ) Cash flows from investing activities: Capital expenditures — (45,888 ) (6,132 ) — (52,020 ) Proceeds from the sale of assets — 67 964 — 1,031 Net cash provided by (used in) investing activities — (45,821 ) (5,168 ) — (50,989 ) Cash flows from financing activities: Convertible preferred stock dividend (3,625 ) — — — (3,625 ) Payments of debt issuance costs (1,443 ) — — — (1,443 ) Shares surrendered in lieu of tax (248 ) — — — (248 ) Net cash provided by (used in) financing activities (5,316 ) — — — (5,316 ) Net increase (decrease) in cash and cash equivalents (44,517 ) (12,716 ) (2,588 ) — (59,821 ) Cash and cash equivalents at beginning of period 75,342 20,655 45,552 — 141,549 Cash and cash equivalents at end of period $ 30,825 $ 7,939 $ 42,964 $ — $ 81,728 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (90,008 ) $ (28,283 ) $ (17,491 ) $ 45,774 $ (90,008 ) Adjustments to reconcile net income (loss) Depreciation and amortization — 61,483 31,768 — 93,251 (Gain) loss on disposition of assets, net — 242 126 — 368 Deferred tax expense (benefit) (14,138 ) 12,217 1,327 — (594 ) Expenses not requiring cash 4,479 (45 ) 1,465 — 5,899 Equity in net earnings of subsidiaries 45,774 — — (45,774 ) — Change in assets and liabilities: Accounts and notes receivable — (18,515 ) 3,607 — (14,908 ) Other assets (34,318 ) 26,426 7,567 — (325 ) Accounts payable and accrued liabilities (57,275 ) 42,116 (3,361 ) — (18,520 ) Accrued income taxes 76,281 (57,261 ) (18,589 ) — 431 Net cash provided by (used in) operating activities (69,205 ) 38,380 6,419 — (24,406 ) Cash flows from investing activities: Capital expenditures — (35,301 ) (9,535 ) — (44,836 ) Proceeds from the sale of assets — 26 296 — 322 Net cash provided by (used in) investing activities — (35,275 ) (9,239 ) — (44,514 ) Cash flows from financing activities: Convertible preferred stock dividend (1,239 ) — — — (1,239 ) Shares surrendered in lieu of tax (829 ) — — — (829 ) Proceeds from the issuance of common stock 25,200 — — — 25,200 Proceeds from the issuance of convertible preferred stock 50,000 — — — 50,000 Payment of equity issuance costs (2,864 ) — — — (2,864 ) Net cash provided by (used in) financing activities 70,268 — — — 70,268 Net increase (decrease) in cash and cash equivalents 1,063 3,105 (2,820 ) — 1,348 Cash and cash equivalents at beginning of period 65,000 14,365 40,326 — 119,691 Cash and cash equivalents at end of period $ 66,063 $ 17,470 $ 37,506 $ — $ 121,039 |