Parent, Guarantor, Non-Guarantor Unaudited Consolidating Financial Statements (Unaudited) | Note 19 - Parent, Guarantor, Non-Guarantor Unaudited Consolidating Financial Statements (Unaudited) 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 100.0 percent by the parent company. We are providing consolidating condensed financial information of the parent, Parker Drilling, the guarantor subsidiaries, and the non-guarantor subsidiaries as of December 31, 2018 and December 31, 2017 and for the years ended December 31, 2018 , 2017 , and 2016 CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 5,905 $ 9,321 $ 33,376 $ — $ 48,602 Restricted cash 10,389 — — — 10,389 Accounts and notes receivable, net — 48,598 87,839 — 136,437 Rig materials and supplies — 1,650 34,002 593 36,245 Deferred costs — 975 3,378 — 4,353 Other tax assets — — 2,949 — 2,949 Other current assets 8,088 10,241 9,600 — 27,929 Total current assets 24,382 70,785 171,144 593 266,904 Property, plant and equipment, net (19 ) 369,529 164,861 — 534,371 Intangible assets, net — 4,821 — — 4,821 Rig materials and supplies — 7,036 5,935 — 12,971 Deferred income taxes 1,918 (14,806 ) 15,031 — 2,143 Investment in subsidiaries and intercompany advances 2,871,807 3,024,736 4,264,747 (10,161,290 ) — Other non-current assets (277,183 ) 257,204 507,932 (480,749 ) 7,204 Total assets $ 2,620,905 $ 3,719,305 $ 5,129,650 $ (10,641,446 ) $ 828,414 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Debtor in possession financing $ 10,000 $ — $ — $ — $ 10,000 Accounts payable (200,977 ) 222,903 511,770 (494,018 ) 39,678 Accrued liabilities 69,961 11,934 76,947 (123,457 ) 35,385 Accrued income taxes 88,494 (67,333 ) (17,776 ) — 3,385 Total current liabilities (32,522 ) 167,504 570,941 (617,475 ) 88,448 Other long-term liabilities 2,867 4,128 4,549 — 11,544 Long-term deferred tax liability — — 510 — 510 Intercompany payables 1,918,709 1,487,904 2,719,884 (6,126,497 ) — Total liabilities not subject to compromise 1,889,054 1,659,536 3,295,884 (6,743,972 ) 100,502 Liabilities subject to compromise 600,996 — — — 600,996 Total stockholder's equity 130,855 2,059,769 1,833,766 (3,897,474 ) 126,916 Total liabilities and stockholders’ equity $ 2,620,905 $ 3,719,305 $ 5,129,650 $ (10,641,446 ) $ 828,414 PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) 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 Deferred costs — 17 3,128 — 3,145 Other tax assets — — 4,889 — 4,889 Other current assets — 6,345 7,982 — 14,327 Total current assets 75,342 56,330 186,164 — 317,836 Property, plant and equipment, net (19 ) 429,999 195,791 — 625,771 Goodwill — 6,708 — — 6,708 Intangible assets, net — 7,128 — — 7,128 Rig and materials and supplies — 7,256 11,532 — 18,788 Deferred income taxes 15,144 (26,623 ) 12,763 — 1,284 Investment in subsidiaries and intercompany advances 2,955,050 2,970,220 3,956,747 (9,882,017 ) — Other non-current assets (276,375 ) 257,121 512,870 (480,852 ) 12,764 Total assets $ 2,769,142 $ 3,708,139 $ 4,875,867 $ (10,362,869 ) $ 990,279 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ (137,047 ) $ 162,505 $ 510,083 $ (494,018 ) $ 41,523 Accrued liabilities 85,987 16,742 78,452 (123,458 ) 57,723 Accrued income taxes 76,883 (56,870 ) (15,583 ) — 4,430 Total current liabilities 25,823 122,377 572,952 (617,476 ) 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 — — 78 — 78 Intercompany payables 1,865,810 1,465,745 2,430,339 (5,761,894 ) — Total stockholders' equity 296,671 2,114,276 1,868,673 (3,983,499 ) 296,121 Total liabilities and stockholders’ equity $ 2,769,142 $ 3,708,139 $ 4,875,867 $ (10,362,869 ) $ 990,279 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Year ended December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 204,319 $ 327,266 $ (50,764 ) $ 480,821 Expenses: Operating expenses — 115,291 313,577 (50,764 ) 378,104 Depreciation and amortization — 76,353 31,192 — 107,545 — 191,644 — 344,769 — (50,764 ) — 485,649 Total operating gross margin (loss) — 12,675 (17,503 ) — (4,828 ) General and administrative expense (1) 23,568 (47,819 ) (294 ) — (24,545 ) Loss on impairment — (40,917 ) (9,781 ) — (50,698 ) Gain (loss) on disposition of assets, net — (1,347 ) (377 ) — (1,724 ) Pre-petition restructuring charges (21,820 ) — — — (21,820 ) Reorganization items (9,789 ) — — — — — — (9,789 ) Total operating income (loss) (8,041 ) (77,408 ) (27,955 ) — (113,404 ) Other income (expense): Interest expense (45,696 ) 67 (9,214 ) 12,278 (42,565 ) Interest income 572 721 11,076 (12,278 ) 91 Other — 6 (2,029 ) — (2,023 ) Equity in net earnings of subsidiaries (87,548 ) — — 87,548 — Total other income (expense) (132,672 ) 794 (167 ) 87,548 (44,497 ) Income (loss) before income taxes (140,713 ) (76,614 ) (28,122 ) 87,548 (157,901 ) Income tax expense (benefit): Current tax expense 11,758 (10,241 ) 6,708 — 8,225 Deferred tax expense (benefit) 13,226 (11,865 ) (1,790 ) — (429 ) Total income tax expense (benefit) 24,984 (22,106 ) 4,918 — 7,796 Net income (loss) (165,697 ) (54,508 ) (33,040 ) 87,548 (165,697 ) Less: Convertible preferred stock dividend 2,719 — — — 2,719 Net income (loss) available to common stockholders $ (168,416 ) $ (54,508 ) $ (33,040 ) $ 87,548 $ (168,416 ) (1) General and administration expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Year ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 167,675 $ 355,859 $ (81,014 ) $ 442,520 Expenses: Operating expenses — 93,834 342,667 (81,014 ) 355,487 Depreciation and amortization — 81,248 41,125 — 122,373 — 175,082 383,792 (81,014 ) 477,860 Total operating gross margin (loss) — (7,407 ) (27,933 ) — (35,340 ) General and administrative expense (1) (323 ) (24,887 ) (466 ) — (25,676 ) Loss on impairment Provision for reduction in carrying value of certain assets — — (1,938 ) — (1,938 ) Gain (loss) on disposition of assets, net — (243 ) (2,608 ) — (2,851 ) Total operating income (loss) (323 ) (32,537 ) (32,945 ) — (65,805 ) Other income (expense): Interest expense (47,135 ) (220 ) (7,906 ) 11,035 (44,226 ) Interest income 831 744 9,704 (11,035 ) 244 Other — 71 55 — 126 Equity in net earnings of subsidiaries (40,752 ) — — 40,752 — Total other income (expense) (87,056 ) 595 1,853 40,752 (43,856 ) Income (loss) before income taxes (87,379 ) (31,942 ) (31,092 ) 40,752 (109,661 ) Income tax expense (benefit): Current tax expense 26,537 (22,524 ) 5,251 — 9,264 Deferred tax expense (benefit) 4,785 (7,763 ) 2,754 — (224 ) Total income tax expense (benefit) 31,322 (30,287 ) 8,005 — 9,040 Net income (loss) (118,701 ) (1,655 ) (39,097 ) 40,752 (118,701 ) Less: Convertible preferred stock dividend 3,051 — — — 3,051 Net income (loss) available to common stockholders $ (121,752 ) $ (1,655 ) $ (39,097 ) $ 40,752 $ (121,752 ) (1) General and administration expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Year ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Revenues $ — $ 151,100 $ 382,094 $ (106,190 ) $ 427,004 Expenses: Operating expenses — 100,751 367,960 (106,190 ) 362,521 Depreciation and amortization — 90,197 49,598 — 139,795 — 190,948 417,558 (106,190 ) 502,316 Total operating gross margin (loss) — (39,848 ) (35,464 ) — (75,312 ) General and administrative expense (1) (410 ) (29,356 ) (4,566 ) — (34,332 ) Gain (loss) on disposition of assets, net — (565 ) (1,048 ) — (1,613 ) Total operating income (loss) (410 ) (69,769 ) (41,078 ) — (111,257 ) Other income (expense): Interest expense (48,160 ) (642 ) (6,434 ) 9,424 (45,812 ) Interest income 758 695 8,029 (9,424 ) 58 Other — 483 (116 ) — 367 Equity in net earnings of subsidiaries (94,469 ) — — 94,469 — Total other income (expense) (141,871 ) 536 1,479 94,469 (45,387 ) Income (loss) before income taxes (142,281 ) (69,233 ) (39,599 ) 94,469 (156,644 ) Income tax expense (benefit): Current tax expense 40,562 (35,251 ) (203 ) — 5,108 Deferred tax expense (benefit) 47,971 14,940 6,151 — 69,062 Total income tax expense (benefit) 88,533 (20,311 ) 5,948 — 74,170 Net income (loss) (230,814 ) (48,922 ) (45,547 ) 94,469 (230,814 ) Less: Convertible preferred stock dividend — — — — — Net income (loss) available to common stockholders $ (230,814 ) $ (48,922 ) $ (45,547 ) $ 94,469 $ (230,814 ) (1) CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Year Ended December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Net income (loss) $ (165,697 ) $ (54,508 ) $ (33,040 ) $ 87,548 $ (165,697 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (646 ) — $ (646 ) Currency translation difference on foreign currency net investments — — (2,721 ) — $ (2,721 ) Total other comprehensive income (loss), net of tax: — — (3,367 ) — (3,367 ) Comprehensive income (loss) $ (165,697 ) $ (54,508 ) $ (36,407 ) $ 87,548 $ (169,064 ) PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Year Ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Net income (loss) $ (118,701 ) $ (1,655 ) $ (39,097 ) $ 40,752 $ (118,701 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 643 — 643 Currency translation difference on foreign currency net investments — — 2,689 — 2,689 Total other comprehensive income (loss), net of tax: — — 3,332 — 3,332 Comprehensive income (loss) $ (118,701 ) $ (1,655 ) $ (35,765 ) $ 40,752 $ (115,369 ) PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Year ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Net income (loss) $ (230,814 ) $ (48,922 ) $ (45,547 ) $ 94,469 $ (230,814 ) Other comprehensive gain (loss), net of tax: Currency translation difference on related borrowings — — (691 ) — (691 ) Currency translation difference on foreign currency net investments — — (4,265 ) — (4,265 ) Total other comprehensive gain (loss), net of tax: — — (4,956 ) — (4,956 ) Comprehensive income (loss) $ (230,814 ) $ (48,922 ) $ (50,503 ) $ 94,469 $ (235,770 ) CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited) Year Ended December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (165,697 ) $ (54,508 ) $ (33,040 ) $ 87,548 $ (165,697 ) Adjustments to reconcile net income (loss): — Depreciation and amortization — 76,353 31,192 — 107,545 Gain (loss) on disposition of assets, net — 1,347 377 — 1,724 Deferred tax expense (benefit) 13,226 (11,865 ) (1,790 ) — (429 ) Loss on impairment — 40,917 9,781 — 50,698 Reorganization items 7,538 — — — 7,538 Expenses not requiring cash 4,526 (302 ) (8,498 ) 9,425 5,151 Equity in net earnings (losses) of subsidiaries 87,548 — — (87,548 ) — Change in assets and liabilities: Accounts and notes receivable — (16,244 ) 1,009 — (15,235 ) Rig materials and supplies — (4,454 ) 5,296 (593 ) 249 Other current assets (8,088 ) (4,854 ) 2,082 — (10,860 ) Other non-current assets 1,042 3,315 8,763 (101 ) 13,019 Accounts payable and accrued liabilities (63,054 ) 57,305 7,207 (10,947 ) (9,489 ) Accrued income taxes 11,611 (10,415 ) (2,460 ) — (1,264 ) Net cash provided by (used in) operating activities (111,348 ) 76,595 19,919 (2,216 ) (17,050 ) Cash flows from investing activities: Capital expenditures — (56,897 ) (13,670 ) — (70,567 ) Proceeds from the sale of assets — 87 1,266 — 1,353 Net cash provided by (used in) investing activities — (56,810 ) (12,404 ) — (69,214 ) Cash flows from financing activities: Proceeds from borrowing under DIP facility 10,000 — — — 10,000 Payment of DIP facility costs (975 ) — — — (975 ) Convertible preferred stock dividend (3,625 ) — — — (3,625 ) Payments of debt issuance costs (1,443 ) — — — (1,443 ) Shares surrendered in lieu of tax (251 ) — — — (251 ) Intercompany advances, net 48,594 (31,119 ) (19,691 ) 2,216 — Net cash provided by (used in) financing activities 52,300 (31,119 ) (19,691 ) 2,216 3,706 Net increase (decrease) in cash, cash equivalents and restricted cash (59,048 ) (11,334 ) (12,176 ) — (82,558 ) Cash, cash equivalents and restricted cash at beginning of period 75,342 20,655 45,552 — 141,549 Cash, cash equivalents and restricted cash at end of period $ 16,294 $ 9,321 $ 33,376 $ — $ 58,991 PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited) Year Ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (118,701 ) $ (1,655 ) $ (39,097 ) $ 40,752 (118,701 ) Adjustments to reconcile net income (loss): — Depreciation and amortization — 81,248 41,125 — 122,373 Gain (loss) on disposition of assets, net — 243 2,608 — 2,851 Deferred tax expense (benefit) 4,785 (7,763 ) 2,754 — (224 ) Provision for reduction in carrying value of certain assets — — 1,938 — 1,938 Expenses not requiring cash 5,651 4,793 4,869 (11,062 ) 4,251 Equity in net earnings (losses) of subsidiaries 40,752 — — (40,752 ) — Change in assets and liabilities: Accounts and notes receivable — (16,552 ) 13,495 (6,571 ) (9,628 ) Rig materials and supplies — (1,869 ) 6,579 — 4,710 Other current assets (50,296 ) 34,096 14,881 — (1,319 ) Other non-current assets 361 (1,542 ) 3,234 6,605 8,658 Accounts payable and accrued liabilities (41,885 ) 30,359 (7,925 ) 10,737 (8,714 ) Accrued income taxes 79,319 (61,233 ) (17,548 ) — 538 Net cash provided by (used in) operating activities (80,014 ) 60,125 26,913 (291 ) 6,733 Cash flows from investing activities: Capital expenditures — (42,990 ) (11,543 ) — (54,533 ) Proceeds from the sale of assets — 68 335 — 403 Net cash provided by (used in) investing activities — (42,922 ) (11,208 ) — (54,130 ) Cash flows from financing activities: 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 ) Convertible preferred stock dividend (2,145 ) — — — (2,145 ) Shares surrendered in lieu of tax (936 ) — — — (936 ) Intercompany advances, net 21,101 (10,753 ) (10,639 ) 291 — Net cash provided by (used in) financing activities 90,356 (10,753 ) (10,639 ) 291 69,255 Net increase (decrease) in cash, cash equivalents and restricted cash 10,342 6,450 5,066 — 21,858 Cash and cash equivalents at beginning of period 65,000 14,205 40,486 — 119,691 Cash and cash equivalents at end of period $ 75,342 $ 20,655 $ 45,552 $ — $ 141,549 PARKER DRILLING COMPANY AND SUBSIDIARIES (DEBTOR IN POSSESSION) CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Thousands) (Unaudited) Year Ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (230,814 ) $ (48,922 ) $ (45,547 ) $ 94,469 $ (230,814 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 90,197 49,598 — 139,795 (Gain) loss on debt modification 1,088 — — — 1,088 Accretion of contingent consideration — 419 — — 419 Gain (loss) on disposition of assets, net — 565 1,048 — 1,613 Deferred tax expense (benefit) 47,971 14,940 6,151 — 69,062 Expenses not requiring cash 9,545 (4,900 ) (2,127 ) — 2,518 Equity in net earnings of subsidiaries 94,469 — — (94,469 ) — Change in assets and liabilities: Accounts and notes receivable — 25,848 34,543 — 60,391 Rig materials and supplies — (361 ) (1,391 ) — (1,752 ) Other current assets 50,296 (34,479 ) (13,677 ) — 2,140 Other non-current assets (299 ) 441 3,755 — 3,897 Accounts payable and accrued liabilities (121,016 ) 99,511 2,011 — (19,494 ) Accrued income taxes (10,381 ) (1,134 ) 5,093 — (6,422 ) Net cash provided by (used in) operating activities (159,141 ) 142,125 39,457 — 22,441 Cash flows from investing activities: Capital expenditures — (15,384 ) (13,570 ) — (28,954 ) Proceeds from the sale of assets — 437 2,004 — 2,441 Net cash provided by (used in) investing activities — (14,947 ) (11,566 ) — (26,513 ) Cash flows from financing activities: Payment for noncontrolling interest (3,375 ) — — — (3,375 ) Payment of contingent consideration — (6,000 ) — — (6,000 ) Shares surrendered in lieu of tax (1,156 ) (1,156 ) Intercompany advances, net 154,687 (120,659 ) (34,028 ) — — Net cash provided by (used in) financing activities 150,156 (126,659 ) (34,028 ) — (10,531 ) Net increase (decrease) in cash and cash equivalents (8,985 ) 519 (6,137 ) — (14,603 ) Cash and cash equivalents at beginning of period 73,985 13,686 46,623 — 134,294 Cash and cash equivalents at end of period $ 65,000 $ 14,205 $ 40,486 $ — $ 119,691 |