10-Q 1 form10q-q22016.htm 10-Q Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________________________________ 
FORM 10-Q
______________________________________________ 
(Mark one)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-8182
PIONEER ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
_____________________________________________ 
TEXAS
 
74-2088619
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
1250 NE Loop 410, Suite 1000
San Antonio, Texas
 
78209
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (855) 884-0575
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x  No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
x
 
 
 
 
Non-accelerated filer
o
Smaller reporting company
o
   (Do not check if a small reporting company.)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No x
As of July 15, 2016, there were 65,071,906 shares of common stock, par value $0.10 per share, of the registrant outstanding.
 



PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
June 30,
2016
 
December 31,
2015
 
(unaudited)
 
(audited)
 
(in thousands, except share data)
ASSETS
 
Current assets:
 
 
 
Cash and cash equivalents
$
14,578

 
$
14,160

Receivables:
 
 
 
Trade, net of allowance for doubtful accounts
35,810

 
47,577

Unbilled receivables
2,121

 
13,624

Insurance recoveries
17,611

 
14,556

Other receivables
3,337

 
4,059

Inventory
8,640

 
9,262

Assets held for sale
4,513

 
4,619

Prepaid expenses and other current assets
5,889

 
7,411

Total current assets
92,499

 
115,268

Property and equipment, at cost
1,135,346

 
1,146,994

Less accumulated depreciation
480,552

 
444,409

Net property and equipment
654,794

 
702,585

Intangible assets, net of accumulated amortization of $12.7 million and
$12.3 million at June 30, 2016 and December 31, 2015, respectively
1,166

 
1,944

Deferred income taxes
15

 
18

Other long-term assets
2,050

 
2,178

Total assets
$
750,524

 
$
821,993

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
13,077

 
$
16,951

Deferred revenues
2,848

 
6,222

Accrued expenses:
 
 
 
Payroll and related employee costs
13,391

 
13,859

Insurance premiums and deductibles
6,530

 
8,087

Insurance claims and settlements
14,058

 
14,556

Interest
5,489

 
5,508

Other
3,826

 
4,859

Total current liabilities
59,219

 
70,042

Long-term debt, less debt issuance costs
387,551

 
387,217

Deferred income taxes
15,100

 
17,520

Other long-term liabilities
3,508

 
4,571

Total liabilities
465,378

 
479,350

Commitments and contingencies (Note 9)

 

Shareholders’ equity:
 
 
 
Preferred stock, 10,000,000 shares authorized; none issued and outstanding

 

Common stock $.10 par value; 100,000,000 shares authorized; 65,071,906 and 64,497,915 shares outstanding at June 30, 2016 and December 31, 2015, respectively
6,559

 
6,496

Additional paid-in capital
476,077

 
475,823

Treasury stock, at cost; 515,546 and 458,170 shares at June 30, 2016 and December 31, 2015, respectively
(3,883
)
 
(3,759
)
Accumulated deficit
(193,607
)
 
(135,917
)
Total shareholders’ equity
285,146

 
342,643

Total liabilities and shareholders’ equity
$
750,524

 
$
821,993



See accompanying notes to condensed consolidated financial statements.

2




PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(in thousands, except per share data)
Revenues:
 
 
 
 
 
 
 
Drilling services
$
27,959

 
$
58,559

 
$
61,143

 
$
156,974

Production services
34,331

 
76,452

 
76,099

 
171,851

Total revenues
62,290

 
135,011

 
137,242

 
328,825

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Drilling services
14,773

 
32,815

 
32,213

 
95,111

Production services
28,742

 
53,106

 
63,591

 
121,874

Depreciation and amortization
28,922

 
38,489

 
58,746

 
80,271

General and administrative
15,258

 
18,363

 
31,766

 
40,223

Bad debt expense
112

 
394

 
57

 
713

Impairment charges

 
71,329

 

 
77,319

Loss (gain) on dispositions of property and equipment, net
508

 
(4,377
)
 
(92
)
 
(3,244
)
Total costs and expenses
88,315

 
210,119

 
186,281

 
412,267

Loss from operations
(26,025
)
 
(75,108
)
 
(49,039
)
 
(83,442
)
 
 
 
 
 
 
 
 
Other (expense) income:
 
 
 
 
 
 
 
Interest expense, net of interest capitalized
(6,375
)
 
(5,245
)
 
(12,629
)
 
(10,700
)
Loss on extinguishment of debt
(299
)
 

 
(299
)
 

Other
718

 
486

 
329

 
(2,194
)
Total other expense
(5,956
)
 
(4,759
)
 
(12,599
)
 
(12,894
)
 
 
 
 
 
 
 
 
Loss before income taxes
(31,981
)
 
(79,867
)
 
(61,638
)
 
(96,336
)
Income tax benefit
1,990

 
2,586

 
3,948

 
7,036

Net loss
$
(29,991
)
 
$
(77,281
)
 
$
(57,690
)
 
$
(89,300
)
 
 
 
 
 
 
 
 
Loss per common share—Basic
$
(0.46
)
 
$
(1.20
)
 
$
(0.89
)
 
$
(1.39
)
 
 
 
 
 
 
 
 
Loss per common share—Diluted
$
(0.46
)
 
$
(1.20
)
 
$
(0.89
)
 
$
(1.39
)
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding—Basic
64,781

 
64,342

 
64,679

 
64,168

 
 
 
 
 
 
 
 
Weighted average number of shares outstanding—Diluted
64,781

 
64,342

 
64,679

 
64,168










See accompanying notes to condensed consolidated financial statements.

3




PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
Six months ended June 30,
 
2016
 
2015
 
(in thousands)
Cash flows from operating activities:
 
 
 
Net loss
$
(57,690
)
 
$
(89,300
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
58,746

 
80,271

Allowance for doubtful accounts, net of recoveries
57

 
713

Gain on dispositions of property and equipment, net
(92
)
 
(3,244
)
Stock-based compensation expense
2,065

 
1,240

Amortization of debt issuance costs
844

 
827

Loss on extinguishment of debt
299

 

Impairment charges

 
77,319

Deferred income taxes
(4,348
)
 
(8,267
)
Change in other long-term assets
102

 
1,018

Change in other long-term liabilities
(1,063
)
 
(1,606
)
Changes in current assets and liabilities:
 
 
 
Receivables
24,159

 
91,881

Inventory
454

 
1,001

Prepaid expenses and other current assets
1,525

 
1,384

Accounts payable
(5,100
)
 
(26,220
)
Deferred revenues
(2,786
)
 
22,798

Accrued expenses
(3,576
)
 
(28,044
)
Net cash provided by operating activities
13,596

 
121,771

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchases of property and equipment
(13,240
)
 
(84,027
)
Proceeds from sale of property and equipment
812

 
34,538

Proceeds from insurance recoveries

 
227

Net cash used in investing activities
(12,428
)
 
(49,262
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Debt repayments

 
(45,002
)
Debt issuance costs
(809
)
 
(5
)
Proceeds from exercise of options
183

 
753

Purchase of treasury stock
(124
)
 
(711
)
Net cash used in financing activities
(750
)
 
(44,965
)
 
 
 
 
Net increase in cash and cash equivalents
418

 
27,544

Beginning cash and cash equivalents
14,160

 
34,924

Ending cash and cash equivalents
$
14,578

 
$
62,468

 
 
 
 
Supplementary disclosure:
 
 
 
Interest paid
$
12,053

 
$
11,385

Income tax paid
$
519

 
$
2,331

Noncash investing and financing activity:
 
 
 
Change in capital expenditure accruals
$
722

 
$
11,133

 




See accompanying notes to condensed consolidated financial statements.

4




PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
Business
Pioneer Energy Services Corp. provides land-based drilling services and production services to a diverse group of independent and large oil and gas exploration and production companies in the United States and internationally in Colombia. We also provide two of our services (coiled tubing and wireline services) offshore in the Gulf of Mexico.
We have a current fleet of 31 drilling rigs, 94% of which are pad-capable, and 15 of which are AC walking rigs built within the last five years and engineered to optimize pad drilling. In addition to our drilling rigs, we provide the drilling crews and most of the ancillary equipment needed to operate our drilling rigs. The drilling rigs in our fleet are currently assigned to the following divisions:
Drilling Division
Rig Count
South Texas
6

West Texas
8

North Dakota
5

Appalachia
4

Colombia
8

 
31

Our Production Services Segment provides a range of services to a diverse group of exploration and production companies, with our operations concentrated in the major United States onshore oil and gas producing regions in the Mid-Continent and Rocky Mountain states and in the Gulf Coast, both onshore and offshore. As of June 30, 2016, our production services fleets are as follows:
Production Services Fleets
 
 
 
 
550 HP
600 HP
Total
Well servicing rigs, by horsepower (HP) rating
114

11

125

 
 
 
 
 
Offshore
Onshore
Total
Wireline units
6

119
125

Coiled tubing units
5

12

17

Drilling Contracts
We obtain our contracts for drilling oil and natural gas wells either through competitive bidding or through direct negotiations with existing or potential clients. Our drilling contracts generally provide for compensation on either a daywork or turnkey basis. Contract terms generally depend on the complexity and risk of operations, the on-site drilling conditions, the type of equipment used, and the anticipated duration of the work to be performed. Spot market contracts generally provide for the drilling of a single well and typically permit the client to terminate on short notice. We enter into longer-term drilling contracts for our newly constructed rigs and/or during periods of high rig demand. Currently, we have contracts with original terms of six months to four years in duration.
With most term drilling contracts, we are entitled to receive a full or reduced rate of revenue from our clients if they choose to place a rig on standby or to early terminate the contract before its original expiration term. Generally, these revenues are billed and collected over the remaining term of the contract, as the rig is often placed on standby rather than fully released from the contract, and thus may go back to work at the client's decision any time before the end of the contract. Some of our drilling contracts contain "make-whole" provisions whereby if we are able to secure additional work for the rig with another client, then each party is entitled to a make-whole payment. If the dayrates under the new contract are less than the dayrates in the original contract, we would be entitled to a reduced revenue dayrate from the terminating client, and likewise, the terminating client may be entitled to a payment from us if the new contract dayrates exceed those of the original contract. A client may also choose to early terminate the contract

5




and make an upfront early termination payment based on a per day rate for the remaining term of the contract. Revenues derived from rigs placed on standby or from the early termination of term drilling contracts are deferred and recognized as the amounts become fixed or determinable, over the remainder of the original term or when the rig is sold.
Since late 2014, oil prices have declined significantly resulting in a downturn in our industry, affecting both drilling and production services. As a result, term contracts for 19 of our drilling rigs were terminated early, including three that were terminated in early 2016.
As of June 30, 2016, 11 of our 23 domestic drilling rigs are earning revenues, nine of which are under term contracts. Of the eight rigs in Colombia, three are under term contracts, but have been put on standby by our client and are not earning revenue. The term contracts in Colombia are cancelable without penalty, by our client if 30 days' notice is provided, and by us if rig operations are suspended without an associated dayrate. We are actively marketing our idle drilling rigs in Colombia to various operators to diversify our client base, and evaluating other options, including the possibility of the sale of some or all of our assets in Colombia.
Including these three contracts in Colombia, 14 of our drilling rigs are currently under contract, which if not canceled or renewed prior to the end of their terms, will expire as follows:
 
Spot Market Contracts
 
 
 
Term Contract Expiration by Period
 
 
Total Term Contracts
 
Within
6 Months
 
6 Months
to 1 Year
 
1 Year to
18 Months
 
18 Months
to 2 Years
 
2 to 4 Years
Domestic Rigs:
 
 
 
 
 
 
 
 
 
 
 
 
 
Earning under contract
2

 
7

 
1

 
1

 
1

 
1

 
3

Earning but not working

 
2

 
2

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Colombia Rigs (on standby)

 
3

 
1

 

 

 

 
2

 
2

 
12

 
4

 
1

 
1

 
1

 
5

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Pioneer Energy Services Corp. and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of our management, all adjustments (consisting of normal, recurring accruals) necessary for a fair presentation have been included. We suggest that you read these unaudited condensed consolidated financial statements together with the consolidated financial statements and the related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2015.
In preparing the accompanying unaudited condensed consolidated financial statements, we make various estimates and assumptions that affect the amounts of assets and liabilities we report as of the dates of the balance sheets and income and expenses we report for the periods shown in the income statements and statements of cash flows. Our actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to our recognition of revenues and costs for turnkey contracts, our estimate of the allowance for doubtful accounts, our determination of depreciation and amortization expenses, our estimates of projected cash flows and fair values for impairment evaluations, our estimate of the valuation allowance for deferred tax assets, our estimate of the liability relating to the self-insurance portion of our health and workers’ compensation insurance, and our estimate of compensation related accruals.
In preparing the accompanying unaudited condensed consolidated financial statements, we have reviewed events that have occurred after June 30, 2016, through the filing of this Form 10-Q, for inclusion as necessary.

6




Unbilled Accounts Receivable
The asset “unbilled receivables” represents revenues we have recognized in excess of amounts billed on drilling contracts and production services completed but not yet invoiced. We typically invoice our clients at 15-day intervals during the performance of daywork drilling contracts and upon completion of the daywork contract. Turnkey drilling contracts are invoiced upon completion of the contract.
Our unbilled receivables totaled $2.1 million at June 30, 2016, of which $1.9 million represented revenue recognized but not yet billed on daywork drilling contracts in progress and $0.2 million related to unbilled receivables for our Production Services Segment. At December 31, 2015, our unbilled receivables totaled $13.6 million, of which $11.9 million represented revenue recognized but not yet billed on daywork drilling contracts in progress, $1.1 million related to unbilled receivables for our Production Services Segment, and $0.6 million related to one turnkey contract in progress.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets include items such as insurance, rent deposits and fees. We routinely expense these items in the normal course of business over the periods these expenses benefit. Prepaid expenses and other current assets also include the current portion of deferred mobilization costs for certain drilling contracts that are recognized on a straight-line basis over the contract term.
Other Long-Term Assets
Other long-term assets consist of cash deposits related to the deductibles on our workers’ compensation insurance policies, deferred compensation plan investments and the long-term portion of deferred mobilization costs.
Other Current Liabilities
Our other accrued expenses include accruals for items such as property tax, sales tax, and professional and other fees. We routinely expense these items in the normal course of business over the periods these expenses benefit.
Other Long-Term Liabilities
Our other long-term liabilities consist of the noncurrent portion of liabilities associated with our long-term compensation plans, the long-term portion of deferred revenues, deferred lease liabilities and other deferred liabilities.
Related-Party Transactions
During the six months ended June 30, 2016 and 2015, the Company paid approximately $84,000 and $88,000, respectively, for trucking and equipment rental services, which represented arms-length transactions, to Gulf Coast Lease Service. Joe Freeman, our Senior Vice President of Well Servicing, serves as the President of Gulf Coast Lease Service, which is owned and operated by Mr. Freeman's two sons. Mr. Freeman does not receive compensation from Gulf Coast Lease Service, and he serves primarily in an advisory role to his sons.
Comprehensive Income
We have not reported comprehensive income due to the absence of items of other comprehensive income in the years presented.
Recently Issued Accounting Standards
Revenue Recognition. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance. The standard outlines a single comprehensive model for revenue recognition based on the core principle that a company will recognize revenue when promised goods or services are transferred to clients, in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. We are required to apply this new standard beginning with our first quarterly filing in 2018. We are currently

7




evaluating the potential impact of this guidance, but at this time, do not expect that the adoption of this new standard will have a material effect on our financial position or results of operations.
Debt Issuance Costs. On April 7, 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and that amortization of debt issuance costs be reported as interest expense. In August 2015, these provisions were further amended with guidance from the Securities and Exchange Commission Staff that they would not object to an entity deferring and presenting debt issuance costs related to line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This ASU requires retrospective adoption and is effective for us beginning with our first quarterly filing in 2016. The adoption of this new standard resulted in reclassifying $7.8 million of debt issuance costs from other long-term assets to long-term debt in the accompanying December 31, 2015 condensed consolidated balance sheet.
Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases, which among other things, requires lessees to recognize substantially all leases on the balance sheet, with expense recognition that is similar to the current lease standard, and aligns the principles of lessor accounting with the principles of the FASB's new revenue guidance (referenced above). This ASU is effective for us beginning with our first quarterly filing in 2019. We are currently evaluating the potential impact of this guidance and have not yet determined its impact on our financial position and results of operations.
Stock-Based Compensation. In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting, to reduce complexity in accounting standards involving several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for us beginning with our first quarterly filing in 2017. We are currently evaluating the potential impact of this guidance, but at this time, do not expect that the adoption of this update will have a material effect on our financial position or results of operations.
Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which sets forth an impairment model requiring the measurement of all expected credit losses for financial instruments (including trade receivables) held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This ASU is effective for us beginning with our first quarterly filing in 2020. We do not expect the adoption of this guidance to have a material impact on our financial position or results of operations.
Reclassifications
Certain amounts in the financial statements for the prior years have been reclassified to conform to the current year’s presentation.

8




2.    Property and Equipment
During the six months ended June 30, 2016 and 2015, we had capital expenditures of $14.0 million and $95.2 million, respectively, which includes $0.2 million and $1.5 million, respectively, of capitalized interest costs incurred during the construction periods of new drilling rigs and other drilling equipment. Capital expenditures during 2015 primarily related to our five drilling rigs which began construction during 2014, as well as unit additions to our production services fleets. As of June 30, 2016 and December 31, 2015, capital expenditures incurred for property and equipment not yet placed in service was $9.9 million and $18.6 million, respectively, primarily related to new drilling equipment that was ordered in 2014, but which requires a long lead-time for delivery. This equipment will either be used to construct new drilling rigs or as spare equipment for our AC rig fleet.
During the six months ended June 30, 2016, we recorded net gains of $0.1 million on the disposition of property and equipment, primarily for the disposal of excess drill pipe for a gain, which was mostly offset by a loss on the disposition of damaged property. During the second quarter of 2016, one of our AC drilling rigs sustained damages, primarily to the mast and top drive, that resulted in a disposal of the damaged components with an aggregate net carrying value of $4.0 million, for which we are in the process of filing an insurance claim and expect the insurance proceeds will be approximately $3.4 million, resulting in an estimated net loss on disposal of $0.6 million recognized in the second quarter of 2016.
During the six months ended June 30, 2015, we recorded net gains of $3.2 million on the disposition of property and equipment, primarily for the sale of 27 of our mechanical and lower horsepower electric drilling rigs and other drilling equipment which we sold for aggregate proceeds of $33.4 million.
As of June 30, 2016, our condensed consolidated balance sheet reflects assets held for sale of $4.5 million, which primarily represents the fair value of four domestic mechanical and lower horsepower electric drilling rigs, as well as one real estate property and other equipment.
We evaluate for potential impairment of long-lived tangible and intangible assets subject to amortization when indicators of impairment are present. Circumstances that could indicate a potential impairment include significant adverse changes in industry trends, economic climate, legal factors, and an adverse action or assessment by a regulator. More specifically, significant adverse changes in industry trends include significant declines in revenue rates, utilization rates, oil and natural gas market prices and industry rig counts. Since late 2014, oil prices have declined significantly resulting in a downturn in our industry, affecting both drilling and production services. Despite the modest recovery in commodity prices in recent months, we continue to monitor all indicators of potential impairments in accordance with ASC Topic 360, Property, Plant and Equipment, and concluded there are no triggers present that require impairment testing as of June 30, 2016.
In performing an impairment evaluation, we estimate the future undiscounted net cash flows from the use and eventual disposition of long-lived tangible and intangible assets grouped at the lowest level that cash flows can be identified. For our Production Services Segment, we perform an impairment evaluation and estimate future undiscounted cash flows for the individual reporting units (well servicing, wireline and coiled tubing). For our Drilling Services Segment, we perform an impairment evaluation and estimate future undiscounted cash flows for individual domestic drilling rig assets and for our Colombian drilling rig assets as a group. If the sum of the estimated future undiscounted net cash flows is less than the carrying amount of the asset group, then we determine the fair value of the asset group. The amount of an impairment charge is measured as the difference between the carrying amount and the fair value of the assets. The assumptions used in the impairment evaluation for long-lived assets are inherently uncertain and require management judgment.
Based on our impairment analysis performed at June 30, 2015, we concluded that the carrying values of the non-AC drilling rigs in our domestic fleet which are not pad-capable, and our Colombian assets as a group, exceeded our estimated undiscounted cash flows for these assets. As a result, we recognized $69.8 million of impairment charges during the second quarter of 2015 to reduce the carrying values of these assets to their estimated fair values. Additionally, during the three and six months ended June 30, 2015, we recorded impairment charges of $1.5 million and $7.5 million, respectively, to reduce the carrying value of certain assets which were classified as held for sale, to their estimated fair values, based on expected sales prices.
Although we believe the assumptions and estimates used in our analysis are reasonable and appropriate, different assumptions and estimates could materially impact the analysis and resulting conclusions. If the demand for our drilling

9




services remains at current levels or declines further and any of our rigs become or remain idle for an extended amount of time, then our estimated cash flows may further decrease, and the probability of a near term sale may increase. If any of the foregoing were to occur, we may incur additional impairment charges.
3.
Valuation Allowances on Deferred Tax Assets
As of June 30, 2016, we had $111.0 million of deferred tax assets related to domestic and foreign net operating losses that are available to reduce future taxable income. In assessing the realizability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
In performing this analysis as of June 30, 2016 in accordance with ASC Topic 740, Income Taxes, we assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. A significant piece of objective negative evidence evaluated is the projected cumulative loss incurred over the three-year period ending December 31, 2016. Such objective negative evidence limits the ability to consider other subjective positive evidence, such as projections for taxable income in future years. Due to the continued downturn in our industry, we expect to be in a net deferred tax asset position by the end of 2016, and as a result, we may recognize a benefit only to the extent that reversals of deferred income tax liabilities are expected to generate income tax expense in each relevant jurisdiction in future periods which would offset our deferred tax assets. 
Our domestic net operating losses have a 20 year carryforward period and can be used to offset future domestic taxable income until their expiration, beginning in 2030, with the latest expiration in 2033. However, we determined that a valuation allowance should be recorded against some of the benefit expected to be generated in 2016. The valuation allowance has been factored into the estimated annual tax rate to be applied throughout 2016, and is the primary factor causing our effective tax rate to be significantly lower than the statutory rate of 35%. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projected future taxable income.
The foreign net operating losses have an indefinite carryforward period. However, as a result of the conditions leading to the impairment of our assets in Colombia during 2015 and the continued industry downturn, we have a valuation allowance that fully offsets our $19.5 million of foreign deferred tax assets at June 30, 2016.
4.     Debt
Our debt consists of the following (amounts in thousands):
 
June 30, 2016
 
December 31, 2015
Senior secured revolving credit facility
$
95,000

 
$
95,000

Senior notes
300,000

 
300,000

 
395,000

 
395,000

Less unamortized debt issuance costs
(7,449
)
 
(7,783
)
 
$
387,551

 
$
387,217

Senior Secured Revolving Credit Facility
We have a credit agreement, as most recently amended on June 30, 2016, with Wells Fargo Bank, N.A. and a syndicate of lenders which provides for a senior secured revolving credit facility, with sub-limits for letters of credit and swing-line loans, of up to an aggregate commitment amount of $175 million, with further reductions to $150 million not later than December 31, 2017, subject to availability under a borrowing base comprised of certain eligible cash, certain eligible receivables, certain eligible inventory, and certain eligible equipment of ours and certain of our subsidiaries, all of which matures in March 2019 (the “Revolving Credit Facility”). The Revolving Credit Facility contains customary mandatory prepayments from the proceeds of certain asset dispositions or equity or debt issuances, which are applied to reduce outstanding revolving and swing-line loans and to cash-collateralize letter of credit exposure, and in certain cases, also reduce the commitment amount available.
Borrowings under the Revolving Credit Facility bear interest, at our option, at the LIBOR rate or at the bank prime rate, plus an applicable per annum margin of 5.50% and 4.50%, respectively. The Revolving Credit Facility requires a commitment fee due quarterly based on the average daily unused amount of the commitments of the lenders, a fronting fee due for each letter of credit issued, and a quarterly letter of credit fee due based on the average undrawn amount of letters of credit outstanding during such period. Additionally, the Revolving Credit Facility requires that if

10




on the last business day of each week, our aggregate amount of cash (as calculated pursuant to the Revolving Credit Facility) exceeds $20 million, we pay down the outstanding principal balance by the amount of such excess.
Our obligations under the Revolving Credit Facility are secured by substantially all of our domestic assets (including equity interests in Pioneer Global Holdings, Inc. and 65% of the outstanding voting equity interests, and 100% of non-voting equity interests, of any first-tier foreign subsidiaries owned by Pioneer Global Holdings, Inc., but excluding any equity interest in, and any assets of, Pioneer Services Holdings, LLC) and are guaranteed by certain of our domestic subsidiaries, including Pioneer Global Holdings, Inc. Borrowings under the Revolving Credit Facility are available for acquisitions, working capital and other general corporate purposes.
As of June 30, 2016, we had $95 million outstanding under our Revolving Credit Facility and $17.3 million in committed letters of credit, which resulted in borrowing availability of $62.7 million under our Revolving Credit Facility. There are no limitations on our ability to access the borrowing capacity provided there is no default, all representations and warranties are true and correct, and compliance with financial covenants under the Revolving Credit Facility is maintained.
At June 30, 2016, we were in compliance with our financial covenants under the Revolving Credit Facility. Our senior consolidated leverage ratio was 2.0 to 1.0 and our interest coverage ratio was 2.4 to 1.0.
The financial covenants contained in our Revolving Credit Facility include the following:
A maximum senior consolidated leverage ratio, calculated as senior consolidated debt at the period end, which excludes unsecured and subordinated debt, divided by EBITDA for the trailing twelve month period at each quarter end, as defined in the Revolving Credit Facility. The senior consolidated leverage ratio cannot exceed the maximum amounts as follows:
w
3.50

to 1.00
on
June 30, 2016
w
4.50

to 1.00
on
September 30, 2016
w
5.00

to 1.00
on
September 30, 2017
w
4.00

to 1.00
on
December 31, 2017
w
3.50

to 1.00
on
March 31, 2018
w
3.25

to 1.00
on
June 30, 2018
w
2.50

to 1.00
at any time after June 30, 2018
A minimum interest coverage ratio, calculated as EBITDA for the trailing twelve month period at each quarter end, as defined in the Revolving Credit Facility, divided by interest expense for the same period. The interest coverage ratio cannot be less than the minimum amounts as follows:
w
1.50

to 1.00
for the quarterly period ending
June 30, 2016
w
1.15

to 1.00
for the quarterly period ending
September 30, 2016
w
1.00

to 1.00
for the quarterly period ending
September 30, 2017
w
1.25

to 1.00
for the quarterly period ending
December 31, 2017
w
1.50

to 1.00
at any time after December 31, 2017
A minimum EBITDA requirement, for the periods indicated, as defined in the Revolving Credit Facility. EBITDA required at the end of forthcoming fiscal quarters cannot be less than the minimum amounts as follows:
w
$4 million
for the two-fiscal quarter period ending December 31, 2016
w
$7 million
for the three-fiscal quarter period ending March 31, 2017
w
$12 million
for the four-fiscal quarter period ending June 30, 2017

11




The Revolving Credit Facility restricts capital expenditures to the following amounts during each forthcoming fiscal year as follows:
w
$35 million
in fiscal year 2016
w
$35 million
in fiscal year 2017
w
$50 million
in fiscal year 2018
w
$50 million
in fiscal year 2019
The capital expenditure threshold for each of the fiscal years above may be increased by up to 50% of the unused portion of the capital expenditure threshold for the immediate preceding fiscal year, limited to a maximum of $5 million in 2017, and $7.5 million in each of the years 2018 and 2019. In addition to the above requirements, additional capital expenditures may be made if the following conditions are satisfied:
the aggregate outstanding commitments under the Revolving Credit Facility do not exceed $150 million;
the pro forma senior leverage and total leverage ratios, calculated as defined in the Revolving Credit Facility, are less than 2.00 to 1.00 and 4.50 to 1.00, respectively.
The Revolving Credit Facility has additional restrictive covenants that, among other things, limit our ability to:
incur additional debt or make prepayments of existing debt;
create liens on or dispose of our assets;
pay dividends on stock or repurchase stock;
enter into acquisitions, mergers, consolidations, sale leaseback transactions, or hedging contracts;
make other restricted investments; and
conduct transactions with affiliates.
In addition, the Revolving Credit Facility contains customary events of default, including without limitation:
payment defaults;
breaches of representations and warranties;
covenant defaults;
cross-defaults to certain other material indebtedness in excess of specified amounts;
certain events of bankruptcy and insolvency;
judgment defaults in excess of specified amounts;
failure of any guaranty or security document supporting the credit agreement; and
change of control.
Senior Notes
In 2014, we issued $300 million of unregistered senior notes with a coupon interest rate of 6.125% that are due in 2022 (the “Senior Notes”). The Senior Notes were sold at 100% of their face value. After deductions were made for the $6.1 million for underwriters’ fees and other debt offering costs, we received $293.9 million of net proceeds. In order to reduce our overall interest expense and lengthen the overall maturity of our senior indebtedness, during 2014, we redeemed all of our then outstanding $425 million of unregistered senior notes with a coupon interest rate of 9.875% that were issued in 2010 and 2011 and were set to mature in 2018, funded primarily by proceeds from the issuance of Senior Notes in 2014 and additional borrowings under our Revolving Credit Facility, as well as some cash on hand.
The Senior Notes will mature on March 15, 2022 with interest due semi-annually in arrears on March 15 and September 15 of each year. We have the option to redeem the Senior Notes, in whole or in part, at any time on or after March 15, 2017 in each case at the redemption price specified in the Indenture dated March 18, 2014 (the “Indenture”) plus any accrued and unpaid interest and any additional interest (as defined in the Indenture) thereon to the date of

12




redemption. Prior to March 15, 2017, we may also redeem the Senior Notes, in whole or in part, at a “make-whole” redemption price specified in the Indenture, plus any accrued and unpaid interest and any additional interest thereon to the date of redemption. In addition, prior to March 15, 2017, we may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Senior Notes at a redemption price equal to 106.125% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings, provided that at least 65% of the aggregate principal amount of the Senior Notes remains outstanding after the occurrence of such redemption and that the redemption occurs within 120 days of the date of the closing of such equity offering.
In accordance with a registration rights agreement with the holders of our Senior Notes, we filed an exchange offer registration statement on Form S-4 with the Securities and Exchange Commission that became effective on October 2, 2014. The exchange offer registration statement enabled the holders of our Senior Notes to exchange their senior notes for publicly registered notes with substantially identical terms. References to the “Senior Notes” herein include the senior notes issued in the exchange offer.
If we experience a change of control (as defined in the Indenture), we will be required to make an offer to each holder of the Senior Notes to repurchase all or any part of the Senior Notes at a purchase price equal to 101% of the principal amount of each Senior Note, plus accrued and unpaid interest, if any, to the date of repurchase. If we engage in certain asset sales, within 365 days of such sale we will be required to use the net cash proceeds from such sale, to the extent we do not reinvest those proceeds in our business, to make an offer to repurchase the Senior Notes at a price equal to 100% of the principal amount of each Senior Note, plus accrued and unpaid interest to the repurchase date.
The Indenture, among other things, limits us and certain of our subsidiaries in our ability to:
pay dividends on stock, repurchase stock, redeem subordinated indebtedness or make other restricted payments and investments;
incur, assume or guarantee additional indebtedness or issue preferred or disqualified stock;
create liens on our or their assets;
enter into sale and leaseback transactions;
sell or transfer assets;
pay dividends, engage in loans, or transfer other assets from certain of our subsidiaries;
consolidate with or merge with or into, or sell all or substantially all of our properties to any other person;
enter into transactions with affiliates; and
enter into new lines of business.
The Senior Notes are not subject to any sinking fund requirements. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our existing domestic subsidiaries and by certain of our future domestic subsidiaries. (See Note 10, Guarantor/Non-Guarantor Condensed Consolidated Financial Statements.)
Debt Issuance Costs
Costs incurred in connection with the Revolving Credit Facility were capitalized and are being amortized using the straight-line method over the term of the Revolving Credit Facility which matures in March 2019. Costs incurred in connection with the issuance of our Senior Notes were capitalized and are being amortized using the straight-line method (which approximates amortization using the interest method) over the term of the Senior Notes which mature in March 2022. We recognized $0.8 million of associated amortization during each of the six months ended June 30, 2016 and 2015. Additionally, we recognized $0.3 million of loss on extinguishment of debt for the write off of unamortized debt issuance costs associated with the reduction of borrowing capacity under our Revolving Credit Facility which was amended in June 2016.

13




5.
Fair Value of Financial Instruments
The FASB's Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, defines fair value and provides a hierarchal framework associated with the level of subjectivity used in measuring assets and liabilities at fair value.
At June 30, 2016 and December 31, 2015, our financial instruments consist primarily of cash, trade and other receivables, trade payables and long-term debt. The carrying value of cash, trade and other receivables, and trade payables are considered to be representative of their respective fair values due to the short-term nature of these instruments.
The fair value of our long-term debt is estimated using a discounted cash flow analysis, based on rates that we believe we would currently pay for similar types of debt instruments. This discounted cash flow analysis is based on inputs defined by ASC Topic 820 as level 2 inputs, which are observable inputs for similar types of debt instruments. The following table presents the supplemental fair value information about long-term debt at June 30, 2016 and December 31, 2015 (amounts in thousands):
 
June 30, 2016
 
December 31, 2015
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Total debt
$
387,551

 
$
306,683

 
$
387,217

 
$
242,354

6.
Earnings Per Common Share
The following table presents a reconciliation of the numerators and denominators of the basic earnings per share and diluted earnings per share computations (amounts in thousands, except per share data):
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Numerator (both basic and diluted):
 
 
 
 
 
 
 
Net loss
$
(29,991
)
 
$
(77,281
)
 
$
(57,690
)
 
$
(89,300
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted-average shares (denominator for basic earnings per share)
64,781

 
64,342

 
64,679

 
64,168

Diluted effect of outstanding stock options, restricted stock and restricted stock unit awards

 

 

 

 
 
 
 
 
 
 
 
Denominator for diluted earnings per share
64,781

 
64,342

 
64,679

 
64,168

 
 
 
 
 
 
 
 
Loss per common share—Basic
$
(0.46
)
 
$
(1.20
)
 
$
(0.89
)
 
$
(1.39
)
 
 
 
 
 
 
 
 
Loss per common share—Diluted
$
(0.46
)
 
$
(1.20
)
 
$
(0.89
)
 
$
(1.39
)
 
 
 
 
 
 
 
 
Potentially dilutive securities excluded as anti-dilutive
5,095

 
4,718

 
5,152

 
4,894

7.
Equity Transactions and Stock-Based Compensation Plans
Equity Transactions
In May 2015, we filed a registration statement that permits us to sell equity or debt in one or more offerings up to a total dollar amount of $300 million. As of June 30, 2016, the entire $300 million under the shelf registration statement is available for equity or debt offerings, subject to the limitations imposed by our Revolving Credit Facility and Senior Notes. In the future, we may consider equity and/or debt offerings, as appropriate, to meet our liquidity needs.

14




Stock-based Compensation Plans
We grant stock option and restricted stock awards with vesting based on time of service conditions. We grant restricted stock unit awards with vesting based on time of service conditions, and in certain cases, subject to performance and market conditions. In 2016, we granted phantom stock unit awards with vesting based on time of service, performance and market conditions, which were classified as liability awards under ASC Topic 718, Compensation—Stock Compensation since we expect to settle the awards in cash when they become vested. We recognize compensation cost for stock option, restricted stock, restricted stock unit, and phantom stock unit awards based on the fair value estimated in accordance with ASC Topic 718. For our awards with graded vesting, we recognize compensation expense on a straight-line basis over the service period for each separately vesting portion of the award as if the award was, in substance, multiple awards.
The following table summarizes the stock-based compensation expense recognized for stock option, restricted stock and restricted stock unit awards, and the compensation expense recognized for phantom stock unit awards during the three and six months ended June 30, 2016 and 2015 (amounts in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Stock option awards
$
188

 
$
213

 
$
381

 
$
477

Restricted stock awards
103

 
99

 
190

 
223

Restricted stock unit awards
597

 
523

 
1,494

 
540

 
$
888

 
$
835

 
$
2,065

 
$
1,240

 
 
 
 
 
 
 
 
Phantom stock unit awards
$
608

 
$

 
$
726

 
$

Stock Options
We grant stock option awards which generally become exercisable over a three-year period and expire ten years after the date of grant. Our stock-based compensation plans require that all stock option awards have an exercise price that is not less than the fair market value of our common stock on the date of grant. We issue shares of our common stock when vested stock option awards are exercised.
We estimate the fair value of each option grant on the date of grant using a Black-Scholes option pricing model. There were no stock options granted during the three months ended June 30, 2016 or 2015. The following table summarizes the assumptions used in the Black-Scholes option pricing model based on a weighted-average calculation for the six months ended June 30, 2016 and 2015:
 
Six months ended June 30,
 
2016
 
2015
Expected volatility
70
%
 
64
%
Risk-free interest rates
1.5
%
 
1.4
%
Expected life in years
5.70

 
5.52

Options granted
905,966
 
341,638
Grant-date fair value
$0.80
 
$2.31
The assumptions used in the Black-Scholes option pricing model are based on multiple factors, including historical exercise patterns of homogeneous groups with respect to exercise and post-vesting employment termination behaviors, expected future exercising patterns for these same homogeneous groups and volatility of our stock price. As we have not declared dividends since we became a public company, we did not use a dividend yield. In each case, the actual value that will be realized, if any, will depend on the future performance of our common stock and overall stock market conditions. There is no assurance the value an optionee actually realizes will be at or near the value we have estimated using the Black-Scholes options-pricing model.
During the six months ended June 30, 2016, 46,804 stock options were exercised at a weighted-average exercise price of $3.92. There were no stock options exercised during the three months ended March 31, 2016. During the three and six months ended June 30, 2015, 39,600 and 196,100 stock options, respectively, were exercised at a weighted-average exercise price of $3.84. We receive a tax deduction for certain stock option exercises during the period the options are exercised, generally for the excess of the fair market value of our stock on the date of exercise over the

15




exercise price of the options. In accordance with ASC Topic 718, when we have excess tax benefits resulting from the exercise of stock options, we report them as financing cash flows in our condensed consolidated statement of cash flows, unless otherwise disallowed under ASC Topic 740, Income Taxes.
Restricted Stock
We grant restricted stock awards that vest over a one-year period with a fair value based on the closing price of our common stock on the date of the grant. When restricted stock awards are granted, or when restricted stock unit awards are converted to restricted stock, shares of our common stock are considered issued, but subject to certain restrictions. During the six months ended June 30, 2016 and 2015, we granted 166,664 and 47,296 shares of restricted stock awards with a weighted-average grant-date fair value of $2.76 and $7.40, respectively.
Restricted Stock Units
We grant restricted stock unit awards with vesting based on time of service conditions only (“time-based RSUs”), and we grant restricted stock unit awards with vesting based on time of service, which are also subject to performance and market conditions (“performance-based RSUs”). Shares of our common stock are issued to recipients of restricted stock units only when they have satisfied the applicable vesting conditions.
The following table summarizes the number and weighted-average grant-date fair value of the restricted stock unit awards granted during the three and six months ended June 30, 2016 and 2015:
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Time-based RSUs:
 
 
 
 
 
 
 
Time-based RSUs granted
28,500

 

 
260,334

 
151,919

Weighted-average grant-date fair value
$
2.88

 
$

 
$
1.48

 
$
4.08

 
 
 
 
 
 
 
 
Performance-based RSUs:
 
 
 
 
 
 
 
Performance-based RSUs granted

 
145,107

 

 
439,773

Weighted-average grant-date fair value
$

 
$
8.34

 
$

 
$
5.76

Our time-based RSUs generally vest over a three-year period, with fair values based on the closing price of our common stock on the date of grant.
Our performance-based RSUs generally cliff vest after 39 months from the date of grant and are granted at a target number of issuable shares, for which the final number of shares of common stock is adjusted based on our actual achievement levels that are measured against predetermined performance conditions. The number of shares of common stock awarded will be based upon the Company’s achievement in certain performance conditions, as compared to a predefined peer group, over the performance period, generally three years.
Approximately half of the performance-based RSUs granted during 2014 and 2015 are subject to a market condition based on relative total shareholder return, as compared to that of our predetermined peer group, and therefore the fair value of these awards is measured using a Monte Carlo simulation model. Compensation expense for equity awards with a market condition is reduced only for estimated forfeitures; no adjustment to expense is otherwise made, regardless of the number of shares issued. The remaining performance-based RSUs are subject to performance conditions, based on our EBITDA and return on capital employed, relative to our predetermined peer group, and therefore the fair value is based on the closing price of our common stock on the date of grant, applied to the estimated number of shares that will be awarded. Compensation expense ultimately recognized for awards with performance conditions will be equal to the fair value of the restricted stock unit award based on the actual outcome of the service and performance conditions.
In April 2016, we determined that 72% of the target number of shares granted during 2013 were actually earned based on the Company’s achievement of certain performance measures, as compared to the predefined peer group, over the performance period from January 1, 2013 through December 31, 2015. The performance-based RSUs granted during 2013 vested and were converted to common stock at the end of April 2016. As of June 30, 2016, we estimated that our actual achievement level for the performance-based RSUs granted during 2014 and 2015 will be approximately 80% and 100% of the predetermined performance conditions, respectively.

16




Phantom Stock Unit Awards
In 2016, we granted 1,268,068 phantom stock unit awards that cliff-vest after 39 months from the date of grant, with vesting based on time of service, performance and market conditions. The number of units ultimately awarded will be based upon the Company’s achievement in certain performance conditions, as compared to a predefined peer group, over the three-year performance period, and each unit awarded will entitle the employee to a cash payment equal to the stock price of our common stock on the date of vesting, subject to a maximum of four times the stock price on the date of grant.
These awards are classified as liability awards under ASC Topic 718, Compensation—Stock Compensation, because we expect to settle the awards in cash when they vest, and are remeasured at fair value at each reporting period until they vest. Approximately half of the phantom stock unit awards granted are subject to a market condition based on relative total shareholder return, as compared to that of our predetermined peer group, and therefore the fair value of these awards is measured using a Monte Carlo simulation model. The remaining phantom stock unit awards are subject to performance conditions, based on our EBITDA and return on capital employed, relative to our predetermined peer group, and the fair value of these awards is measured using a Black-Scholes pricing model.
8.
Segment Information
We have two operating segments referred to as the Drilling Services Segment and the Production Services Segment which is the basis management uses for making operating decisions and assessing performance.
Our Drilling Services Segment provides contract land drilling services to a diverse group of exploration and production companies through our four drilling divisions in the US, and internationally in Colombia. In addition to our drilling rigs, we provide the drilling crews and most of the ancillary equipment needed to operate our drilling rigs.
Our Production Services Segment provides a range of services, including well servicing, wireline services and coiled tubing services, to a diverse group of exploration and production companies, with our operations concentrated in the major United States onshore oil and gas producing regions in the Mid-Continent and Rocky Mountain states and in the Gulf Coast, both onshore and offshore.
The following tables set forth certain financial information for our two operating segments and corporate as of and for the three and six months ended June 30, 2016 and 2015 (amounts in thousands):
 
As of and for the three months ended June 30, 2016
 
Drilling
Services
Segment
 
Production
Services
Segment
 
Corporate
 
Total
Identifiable assets
$
478,799

 
$
256,284

 
$
15,441

 
$
750,524

Revenues
$
27,959

 
$
34,331

 
$

 
$
62,290

Operating costs
14,773

 
28,742

 

 
43,515

Segment and combined margin
$
13,186

 
$
5,589

 
$

 
$
18,775

Depreciation and amortization
$
15,408

 
$
13,188

 
$
326

 
$
28,922

Capital expenditures
$
5,437

 
$
2,953

 
$
79

 
$
8,469


 
As of and for the three months ended June 30, 2015
 
Drilling
Services
Segment
 
Production
Services
Segment
 
Corporate
 
Total
Identifiable assets
$
564,529

 
$
411,883

 
$
28,485

 
$
1,004,897

Revenues
$
58,559

 
$
76,452

 
$

 
$
135,011

Operating costs
32,815

 
53,106

 

 
85,921

Segment and combined margin
$
25,744

 
$
23,346

 
$

 
$
49,090

Depreciation and amortization
$
20,815

 
$
17,328

 
$
346

 
$
38,489

Capital expenditures
$
42,634

 
$
3,696

 
$
14

 
$
46,344


17




 
As of and for the six months ended June 30, 2016
 
Drilling
Services
Segment
 
Production
Services
Segment
 
Corporate
 
Total
Identifiable assets
$
478,799

 
$
256,284

 
$
15,441

 
$
750,524

Revenues
$
61,143

 
$
76,099

 
$

 
$
137,242

Operating costs
32,213

 
63,591

 

 
95,804

Segment and combined margin
$
28,930

 
$
12,508

 
$

 
$
41,438

Depreciation and amortization
$
31,086

 
$
27,002

 
$
658

 
$
58,746

Capital expenditures
$
7,545

 
$
6,242

 
$
175

 
$
13,962

 
As of and for the six months ended June 30, 2015
 
Drilling
Services
Segment
 
Production
Services
Segment
 
Corporate
 
Total
Identifiable assets
$
564,529

 
$
411,883

 
$
28,485

 
$
1,004,897

Revenues
$
156,974

 
$
171,851

 
$

 
$
328,825

Operating costs
95,111

 
121,874

 

 
216,985

Segment and combined margin
$
61,863

 
$
49,977

 
$

 
$
111,840

Depreciation and amortization
$
44,415

 
$
35,161

 
$
695

 
$
80,271

Capital expenditures
$
75,690

 
$
19,153

 
$
317

 
$
95,160

The following table reconciles the combined margin reported above to income from operations as reported on the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 (amounts in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Combined margin
$
18,775

 
$
49,090

 
$
41,438

 
$
111,840

Depreciation and amortization
(28,922
)
 
(38,489
)
 
(58,746
)
 
(80,271
)
General and administrative
(15,258
)
 
(18,363
)
 
(31,766
)
 
(40,223
)
Bad debt expense
(112
)
 
(394
)
 
(57
)
 
(713
)
Impairment charges

 
(71,329
)
 

 
(77,319
)
Gain (loss) on dispositions of property and equipment, net
(508
)
 
4,377

 
92

 
3,244

Loss from operations
$
(26,025
)
 
$
(75,108
)
 
$
(49,039
)
 
$
(83,442
)
The following table sets forth certain financial information for our international operations in Colombia as of and for the three and six months ended June 30, 2016 and 2015 (amounts in thousands):
 
As of and for the three months ended June 30,
 
As of and for the six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Identifiable assets
$
42,347

 
$
65,902

 
$
42,347

 
$
65,902

Revenues
$
261

 
$
14,078

 
$
1,357

 
$
34,039

Identifiable assets for our international operations in Colombia include five drilling rigs that are owned by our Colombia subsidiary and three drilling rigs that are owned by one of our domestic subsidiaries and leased to our Colombia subsidiary. Due to the downturn in our industry and the resulting loss of drilling contracts, we recognized impairment charges of $60.2 million during the second quarter of 2015 to reduce the carrying values of all eight drilling

18




rigs in Colombia and related drilling equipment, as well as inventory and nonrecoverable prepaid taxes associated with our Colombian operations.
9.
Commitments and Contingencies
In connection with our operations in Colombia, our foreign subsidiaries have obtained bonds for bidding on drilling contracts, performing under drilling contracts, and remitting customs and importation duties. We have guaranteed payments of $36.8 million relating to our performance under these bonds as of June 30, 2016.
Due to the nature of our business, we are, from time to time, involved in litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment-related disputes. Legal costs relating to these matters are expensed as incurred. In the opinion of our management, none of the pending litigation, disputes or claims against us will have a material adverse effect on our financial condition, results of operations or cash flow from operations.
10.
Guarantor/Non-Guarantor Condensed Consolidated Financial Statements
Our Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all existing domestic subsidiaries, except for Pioneer Services Holdings, LLC. The subsidiaries that generally operate our non-U.S. business concentrated in Colombia do not guarantee our Senior Notes. The non-guarantor subsidiaries do not have any payment obligations under the Senior Notes, the guarantees or the Indenture.
In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, such non-guarantor subsidiary will pay the holders of its debt and other liabilities, including its trade creditors, before it will be able to distribute any of its assets to us. In the future, any non-U.S. subsidiaries, immaterial subsidiaries and subsidiaries that we designate as unrestricted subsidiaries under the Indenture will not guarantee the Senior Notes. As of June 30, 2016, there were no restrictions on the ability of subsidiary guarantors to transfer funds to the parent company.
As a result of the guarantee arrangements, we are presenting the following condensed consolidated balance sheets, statements of operations and statements of cash flows of the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries.

19




CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
 
June 30, 2016
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
10,528

 
$
(1,112
)
 
$
5,162

 
$

 
$
14,578

Receivables, net of allowance
363

 
55,960

 
2,556

 

 
58,879

Intercompany receivable (payable)
(24,837
)
 
31,628

 
(6,791
)
 

 

Inventory

 
5,128

 
3,512

 

 
8,640

Assets held for sale

 
4,513

 

 

 
4,513

Prepaid expenses and other current assets
1,645

 
3,038

 
1,206

 

 
5,889

Total current assets
(12,301
)
 
99,155

 
5,645

 

 
92,499

Net property and equipment
2,829

 
623,236

 
28,729

 

 
654,794

Investment in subsidiaries
606,157

 
32,981

 

 
(639,138
)
 

Intangible assets, net of accumulated amortization

 
1,166

 

 

 
1,166

Deferred income taxes
85,759

 

 
15

 
(85,759
)
 
15

Other long-term assets
437

 
850

 
763

 

 
2,050

Total assets
$
682,881

 
$
757,388

 
$
35,152

 
$
(724,897
)
 
$
750,524

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
927

 
$
11,870

 
$
280

 
$

 
$
13,077

Deferred revenues

 
2,446

 
402

 

 
2,848

Accrued expenses
8,266

 
33,949

 
1,079

 

 
43,294

Total current liabilities
9,193

 
48,265

 
1,761

 

 
59,219

Long-term debt, less debt issuance costs
387,551

 

 

 

 
387,551

Deferred income taxes

 
100,859

 

 
(85,759
)
 
15,100

Other long-term liabilities
991

 
2,107

 
410

 

 
3,508

Total liabilities
397,735

 
151,231

 
2,171

 
(85,759
)
 
465,378

Total shareholders’ equity
285,146

 
606,157

 
32,981

 
(639,138
)
 
285,146

Total liabilities and shareholders’ equity
$
682,881

 
$
757,388

 
$
35,152

 
$
(724,897
)
 
$
750,524

 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
17,221

 
$
(5,612
)
 
$
2,551

 
$

 
$
14,160

Receivables, net of allowance
74

 
67,174

 
12,568

 

 
79,816

Intercompany receivable (payable)
(24,836
)
 
31,108

 
(6,272
)
 

 

Inventory

 
5,591

 
3,671

 

 
9,262

Assets held for sale

 
4,619

 

 

 
4,619

Prepaid expenses and other current assets
1,200

 
4,767

 
1,444

 

 
7,411

Total current assets
(6,341
)
 
107,647

 
13,962

 

 
115,268

Net property and equipment
3,311

 
667,321

 
31,953

 

 
702,585

Investment in subsidiaries
657,090

 
42,240

 

 
(699,330
)
 

Intangible assets, net of accumulated amortization

 
1,944

 

 

 
1,944

Deferred income taxes
84,989

 

 
18

 
(84,989
)
 
18

Other long-term assets
512

 
962

 
704

 

 
2,178

Total assets
$
739,561

 
$
820,114

 
$
46,637

 
$
(784,319
)
 
$
821,993

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
616

 
$
14,628

 
$
1,707

 
$

 
$
16,951

Deferred revenues

 
5,570

 
652

 

 
6,222

Accrued expenses
8,373

 
37,023

 
1,473

 

 
46,869

Total current liabilities
8,989

 
57,221

 
3,832

 

 
70,042

Long-term debt, less debt issuance costs
387,217

 

 

 

 
387,217

Deferred income taxes

 
102,509

 

 
(84,989
)
 
17,520

Other long-term liabilities
712

 
3,294

 
565

 

 
4,571

Total liabilities
396,918

 
163,024

 
4,397

 
(84,989
)
 
479,350

Total shareholders’ equity
342,643

 
657,090

 
42,240

 
(699,330
)
 
342,643

Total liabilities and shareholders’ equity
$
739,561

 
$
820,114

 
$
46,637

 
$
(784,319
)
 
$
821,993


20




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands)

 
Three months ended June 30, 2016
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
62,029

 
$
261

 
$

 
$
62,290

Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating costs

 
42,395

 
1,120

 

 
43,515

Depreciation and amortization
325

 
26,867

 
1,730

 

 
28,922

General and administrative
5,393

 
9,496

 
507

 
(138
)
 
15,258

Intercompany leasing

 
(1,215
)
 
1,215

 

 

Bad debt expense

 
112

 

 

 
112

Loss (gain) on dispositions of property and equipment, net

 
514

 
(6
)
 

 
508

Total costs and expenses
5,718

 
78,169

 
4,566

 
(138
)
 
88,315

Income (loss) from operations
(5,718
)
 
(16,140
)
 
(4,305
)
 
138

 
(26,025
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
(18,210
)
 
(4,344
)
 

 
22,554

 

Interest expense
(6,325
)
 
(52
)
 
2

 

 
(6,375
)
Loss on extinguishment of debt
(299
)
 

 

 

 
(299
)
Other
5

 
685

 
166

 
(138
)
 
718

Total other income (expense)
(24,829
)
 
(3,711
)
 
168

 
22,416

 
(5,956
)
Income (loss) before income taxes
(30,547
)
 
(19,851
)
 
(4,137
)
 
22,554

 
(31,981
)
Income tax (expense) benefit 1
556

 
1,641

 
(207
)
 

 
1,990

Net income (loss)
$
(29,991
)
 
$
(18,210
)
 
$
(4,344
)
 
$
22,554

 
$
(29,991
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2015
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
120,933

 
$
14,078

 
$

 
$
135,011

Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating costs

 
74,904

 
11,017

 

 
85,921

Depreciation and amortization
346

 
34,367

 
3,776

 

 
38,489

General and administrative
5,685

 
12,118

 
698

 
(138
)
 
18,363

Intercompany leasing

 
(1,215
)
 
1,215

 

 

Bad debt expense

 
394

 

 

 
394

Impairment charges

 
15,447

 
56,632

 
(750
)
 
71,329

Gain on dispositions of property and equipment, net

 
(4,356
)
 
(21
)
 

 
(4,377
)
Total costs and expenses
6,031

 
131,659

 
73,317

 
(888
)
 
210,119

Income (loss) from operations
(6,031
)
 
(10,726
)
 
(59,239
)
 
888

 
(75,108
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
(70,508
)
 
(62,574
)
 

 
133,082

 

Interest expense
(5,135
)
 
(118
)
 
8

 

 
(5,245
)
Other
(2
)
 
419

 
207

 
(138
)
 
486

Total other income (expense)
(75,645
)
 
(62,273
)
 
215

 
132,944

 
(4,759
)
Income (loss) before income taxes
(81,676
)
 
(72,999
)
 
(59,024
)
 
133,832

 
(79,867
)
Income tax (expense) benefit 1
3,645

 
2,491

 
(3,550
)
 

 
2,586

Net income (loss)
$
(78,031
)
 
$
(70,508
)
 
$
(62,574
)
 
$
133,832

 
$
(77,281
)
 
 
 
 
 
 
 
 
 
 


21




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands)
 
Six months ended June 30, 2016
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
135,885

 
$
1,357

 
$

 
$
137,242

Costs and expenses: