Guarantor/Non Guarantor Condensed Consolidated Financial Statements

3 Months Ended

Mar. 31, 2016

Guarantor Non-Guarantor Condensed Consolidated Financial Statements

Guarantor/Non Guarantor Condensed Consolidated Financial Statements

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 March 31, 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.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	March 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	15,782		$	152		$	2,735		$	—		$	18,669
Receivables, net of allowance	16			56,590			8,817			—			65,423
Intercompany receivable (payable)	(24,836		)	31,628			(6,792		)	—			—
Inventory	—			4,854			3,647			—			8,501
Assets held for sale	—			4,276			—			—			4,276
Prepaid expenses and other current assets	1,089			4,038			1,551			—			6,678
Total current assets	(7,949		)	101,538			9,958			—			103,547
Net property and equipment	3,075			645,879			30,314			—			679,268
Investment in subsidiaries	626,699			37,358			—			(664,057		)	—
Intangible assets, net of accumulated amortization	—			1,551			—			—			1,551
Deferred income taxes	85,921			—			22			(85,921		)	22
Other long-term assets	392			893			852			—			2,137
Total assets	$	708,138		$	787,219		$	41,146		$	(749,978	)	$	786,525
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	516		$	11,693		$	757		$	—		$	12,966
Deferred revenues	—			7,350			528			—			7,878
Accrued expenses	3,848			35,754			1,994			—			41,596
Total current liabilities	4,364			54,797			3,279			—			62,440
Long-term debt, less debt issuance costs	387,621			—			—			—			387,621
Deferred income taxes	—			102,209			—			(85,921		)	16,288
Other long-term liabilities	1,041			3,514			509			—			5,064
Total liabilities	393,026			160,520			3,788			(85,921		)	471,413
Total shareholders’ equity	315,112			626,699			37,358			(664,057		)	315,112
Total liabilities and shareholders’ equity	$	708,138		$	787,219		$	41,146		$	(749,978	)	$	786,525
	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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands)

	Three months ended March 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	73,856		$	1,096		$	—		$	74,952
Costs and expenses:
Operating costs	—			50,310			1,979			—			52,289
Depreciation and amortization	332			27,731			1,761			—			29,824
General and administrative	5,885			10,548			213			(138		)	16,508
Bad debt expense (recovery)	—			(55		)	—			—			(55		)
Loss (gain) on dispositions of property and equipment, net	—			(555		)	(45		)	—			(600		)
Intercompany leasing	—			(1,215		)	1,215			—			—
Total costs and expenses	6,217			86,764			5,123			(138		)	97,966
Income (loss) from operations	(6,217		)	(12,908		)	(4,027		)	138			(23,014		)
Other income (expense):
Equity in earnings of subsidiaries	(16,417		)	(4,846		)	—			21,263			—
Interest expense, net of interest capitalized	(6,234		)	(22		)	2			—			(6,254		)
Other	(7		)	320			(564		)	(138		)	(389		)
Total other (expense) income	(22,658		)	(4,548		)	(562		)	21,125			(6,643		)
Income (loss) before income taxes	(28,875		)	(17,456		)	(4,589		)	21,263			(29,657		)
Income tax (expense) benefit 1	1,176			1,039			(257		)	—			1,958
Net income (loss)	$	(27,699	)	$	(16,417	)	$	(4,846	)	$	21,263		$	(27,699	)
	Three months ended March 31, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	173,853		$	19,961		$	—		$	193,814
Costs and expenses:
Operating costs	—			115,539			15,525			—			131,064
Depreciation and amortization	349			37,677			3,756			—			41,782
General and administrative	5,075			16,255			668			(138		)	21,860
Bad debt expense (recovery)	—			319			—			—			319
Impairment charges	—			5,990			—			—			5,990
Loss (gain) on dispositions of property and equipment, net	—			1,133			—			—			1,133
Intercompany leasing	—			(1,215		)	1,215			—			—
Total costs and expenses	5,424			175,698			21,164			(138		)	202,148
Income (loss) from operations	(5,424		)	(1,845		)	(1,203		)	138			(8,334		)
Other income (expense):
Equity in earnings of subsidiaries	(5,463		)	(4,589		)	—			10,052			—
Interest expense, net of interest capitalized	(5,455		)	(4		)	4			—			(5,455		)
Other	9			452			(3,003		)	(138		)	(2,680		)
Total other (expense) income	(10,909		)	(4,141		)	(2,999		)	9,914			(8,135		)
Income (loss) before income taxes	(16,333		)	(5,986		)	(4,202		)	10,052			(16,469		)
Income tax (expense) benefit 1	4,314			523			(387		)	—			4,450
Net income (loss)	$	(12,019	)	$	(5,463	)	$	(4,589	)	$	10,052		$	(12,019	)
1  The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings (losses) of subsidiaries.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three months ended March 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Cash flows from operating activities	$	(15,583	)	$	24,998		$	212		$	9,627
Cash flows from investing activities:
Purchases of property and equipment	(68		)	(5,424		)	(40		)	(5,532		)
Proceeds from sale of property and equipment	—			432			45			477
	(68		)	(4,992		)	5			(5,055		)
Cash flows from financing activities:
Debt issuance costs	(20		)	—			—			(20		)
Purchase of treasury stock	(43		)	—			—			(43		)
Intercompany contributions/distributions	14,275			(14,242		)	(33		)	—
	14,212			(14,242		)	(33		)	(63		)
Net increase (decrease) in cash and cash equivalents	(1,439		)	5,764			184			4,509
Beginning cash and cash equivalents	17,221			(5,612		)	2,551			14,160
Ending cash and cash equivalents	$	15,782		$	152		$	2,735		$	18,669
	Three months ended March 31, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Cash flows from operating activities	$	(18,220	)	$	86,131		$	(3,030	)	$	64,881
Cash flows from investing activities:
Purchases of property and equipment	(268		)	(44,667		)	(740		)	(45,675		)
Proceeds from sale of property and equipment	22			6,250			4			6,276
Proceeds from insurance recoveries	—			37			—			37
	(246		)	(38,380		)	(736		)	(39,362		)
Cash flows from financing activities:
Debt repayments	(25,000		)	(2		)	—			(25,002		)
Debt issuance costs	(5		)	—			—			(5		)
Proceeds from exercise of options	601			—			—			601
Purchase of treasury stock	(359		)	—			—			(359		)
Intercompany contributions/distributions	45,059			(45,022		)	(37		)	—
	20,296			(45,024		)	(37		)	(24,765		)
Net increase (decrease) in cash and cash equivalents	1,830			2,727			(3,803		)	754
Beginning cash and cash equivalents	27,688			(5,516		)	12,752			34,924
Ending cash and cash equivalents	$	29,518		$	(2,789	)	$	8,949		$	35,678