Guarantor/Non Guarantor Condensed Consolidating Financial Statements

3 Months Ended

Mar. 31, 2020

Guarantor Non-Guarantor Condensed Consolidated Financial Statements

Guarantor/Non Guarantor Condensed Consolidated Financial Statements

Guarantor/Non-Guarantor Condensed Consolidating Financial Statements

Our Senior Notes were fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all existing 100% owned domestic subsidiaries, except for Pioneer Services Holdings, LLC. The subsidiaries that generally operate our non-U.S. business concentrated in Colombia did not guarantee our Senior Notes. The non-guarantor subsidiaries did 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 would be obligated to pay the holders of its debt and other liabilities, including its trade creditors, before it would be able to distribute any of its assets to us. As of March 31, 2020, there were no restrictions on the ability of subsidiary guarantors to transfer funds to the parent company. The Senior Notes, the guarantees, and the Indenture were terminated on the Effective Date pursuant to the Plan.

As a result of the guarantee arrangements, we are presenting the following condensed consolidating balance sheets, statements of operations and statements of cash flows of the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries.

PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES (DEBTOR IN POSSESSION)

CONDENSED CONSOLIDATING BALANCE SHEETS

(unaudited, in thousands)

	March 31, 2020
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	7,937		$	—	$	7,520		$	—		$	15,457
Restricted cash	998			—		—			—			998
Receivables, net of allowance	157			84,517		18,420			(171		)	102,923
Intercompany receivable (payable)	(26,931		)	59,530		(32,599		)	—			—
Inventory	—			9,530		12,089			—			21,619
Assets held for sale	—			1,825		—			—			1,825
Prepaid expenses and other current assets	2,452			4,675		1,002			—			8,129
Total current assets	(15,387		)	160,077		6,432			(171		)	150,951
Net property and equipment	2,144			410,567		27,243			—			439,954
Investment in subsidiaries	508,145			41,392		—			(549,537		)	—
Deferred income taxes	38,948			—		9,264			(38,948		)	9,264
Operating lease assets	2,911			4,530		531			—			7,972
Other noncurrent assets	1,295			459		5,839			—			7,593
Total assets	$	538,056		$	617,025	$	49,309		$	(588,656	)	$	615,734
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,373		$	20,793	$	5,608		$	—		$	28,774
Deferred revenues	—			428		569			—			997
Commitment premium	9,584			—		—			—			9,584
Debtor in possession financing	4,000			—		—			—			4,000
Accrued expenses	6,738			41,742		1,364			(171		)	49,673
Total current liabilities	22,695			62,963		7,541			(171		)	93,028
Long-term debt, less unamortized discount and debt issuance costs	170,921			—		—			—			170,921
Noncurrent operating lease liabilities	2,583			3,475		376			—			6,434
Deferred income taxes	—			42,204		—			(38,948		)	3,256
Other noncurrent liabilities	145			238		—			—			383
Total liabilities not subject to compromise	196,344			108,880		7,917			(39,119		)	274,022
Liabilities subject to compromise	306,419			—		—			—			306,419
Total stockholders’ equity	35,293			508,145		41,392			(549,537		)	35,293
Total liabilities and stockholders’ equity	$	538,056		$	617,025	$	49,309		$	(588,656	)	$	615,734
	December 31, 2019
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	14,461		$	—	$	10,158		$	—		$	24,619
Restricted cash	998			—		—			—			998
Receivables, net of allowance	107			92,394		30,908			117			123,526
Intercompany receivable (payable)	(28,664		)	64,485		(35,821		)	—			—
Inventory	—			10,325		12,128			—			22,453
Assets held for sale	—			3,447		—			—			3,447
Prepaid expenses and other current assets	2,849			4,122		898			—			7,869
Total current assets	(10,249		)	174,773		18,271			117			182,912
Net property and equipment	2,374			441,567		27,229			—			471,170
Investment in subsidiaries	547,123			47,953		—			(595,076		)	—
Deferred income taxes	44,224			—		11,540			(44,224		)	11,540
Operating lease assets	3,114			3,581		569			—			7,264
Other noncurrent assets	506			562		—			—			1,068
Total assets	$	587,092		$	668,436	$	57,609		$	(639,183	)	$	673,954
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,811		$	24,436	$	6,304		$	—		$	32,551
Deferred revenues	—			513		826			—			1,339
Accrued expenses	10,570			44,893		2,111			117			57,691
Total current liabilities	12,381			69,842		9,241			117			91,581
Long-term debt, less unamortized discount and debt issuance costs	467,699			—		—			—			467,699
Noncurrent operating lease liabilities	2,749			2,536		415			—			5,700
Deferred income taxes	—			48,641		—			(44,224		)	4,417
Other noncurrent liabilities	187			294		—			—			481
Total liabilities	483,016			121,313		9,656			(44,107		)	569,878
Total stockholders’ equity	104,076			547,123		47,953			(595,076		)	104,076
Total liabilities and stockholders’ equity	$	587,092		$	668,436	$	57,609		$	(639,183	)	$	673,954

PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES (DEBTOR IN POSSESSION)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(unaudited, in thousands)

	Three months ended March 31, 2020
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	99,867		$	14,455		$	—		$	114,322
Costs and expenses:
Operating costs	—			79,885			12,137			—			92,022
Depreciation	227			20,456			1,301			—			21,984
General and administrative	5,943			8,212			635			(135		)	14,655
Pre-petition restructuring charges	17,074			—			—			—			17,074
Impairment	—			17,853			—			—			17,853
Bad debt expense, net	—			727			—			—			727
Gain on dispositions of property and equipment, net	3			(720		)	—			—			(717		)
Intercompany leasing	—			(1,215		)	1,215			—			—
Total costs and expenses	23,247			125,198			15,288			(135		)	163,598
Income (loss) from operations	(23,247		)	(25,331		)	(833		)	135			(49,276		)
Other income (expense):
Equity in earnings of subsidiaries	(25,218		)	(6,508		)	—			31,726			—
Interest expense, net of interest capitalized	(8,669		)	1			17			—			(8,651		)
Reorganization items	(6,663		)	—			—			—			(6,663		)
Other	(37		)	234			(5,607		)	(135		)	(5,545		)
Total other income (expense)	(40,587		)	(6,273		)	(5,590		)	31,591			(20,859		)
Income (loss) before income taxes	(63,834		)	(31,604		)	(6,423		)	31,726			(70,135		)
Income tax (expense) benefit 1	(5,270		)	6,386			(85		)	—			1,031
Net income (loss)	$	(69,104	)	$	(25,218	)	$	(6,508	)	$	31,726		$	(69,104	)
	Three months ended March 31, 2019
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	124,925		$	21,643		$	—		$	146,568
Costs and expenses:
Operating costs	—			92,102			16,483			—			108,585
Depreciation	280			21,030			1,343			—			22,653
General and administrative	7,996			11,446			451			(135		)	19,758
Impairment	—			1,046			—			—			1,046
Bad debt expense, net	—			62			—			—			62
Gain on dispositions of property and equipment, net	—			(984		)	(91		)	—			(1,075		)
Intercompany leasing	—			(1,215		)	1,215			—			—
Total costs and expenses	8,276			123,487			19,401			(135		)	151,029
Income (loss) from operations	(8,276		)	1,438			2,242			135			(4,461		)
Other income (expense):
Equity in earnings of subsidiaries	2,768			2,464			—			(5,232		)	—
Interest expense, net of interest capitalized	(9,874		)	(14		)	3			—			(9,885		)
Other	206			266			347			(135		)	684
Total other income (expense)	(6,900		)	2,716			350			(5,367		)	(9,201		)
Income (loss) before income taxes	(15,176		)	4,154			2,592			(5,232		)	(13,662		)
Income tax (expense) benefit 1	61			(1,386		)	(128		)	—			(1,453		)
Net income (loss)	$	(15,115	)	$	2,768		$	2,464		$	(5,232	)	$	(15,115	)
1  The income tax (expense) benefit reflected in each column does not include any tax effect of the equity in earnings (losses) of subsidiaries.

PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES (DEBTOR IN POSSESSION)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three months ended March 31, 2020
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities	$	(21,117	)	$	16,839		$	(1,262	)	$	149		$	(5,391	)
Cash flows from investing activities:
Purchases of property and equipment	(563		)	(5,617		)	(1,323		)	—			(7,503		)
Proceeds from sale of property and equipment	—			876			—			(149		)	727
	(563		)	(4,741		)	(1,323		)	(149		)	(6,776		)
Cash flows from financing activities:
Proceeds from DIP Facility	4,000			—			—			—			4,000
DIP Facility issuance costs	(988		)	—			—			—			(988		)
Purchase of treasury stock	(7		)	—			—			—			(7		)
Intercompany contributions/distributions	12,151			(12,098		)	(53		)	—			—
	15,156			(12,098		)	(53		)	—			3,005
Net decrease in cash, cash equivalents and restricted cash	(6,524		)	—			(2,638		)	—			(9,162		)
Beginning cash, cash equivalents and restricted cash	15,459			—			10,158			—			25,617
Ending cash, cash equivalents and restricted cash	$	8,935		$	—		$	7,520		$	—		$	16,455
	Three months ended March 31, 2019
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities	$	(18,807	)	$	7,603		$	414		$	—		$	(10,790	)
Cash flows from investing activities:
Purchases of property and equipment	(162		)	(15,496		)	(1,186		)	—			(16,844		)
Proceeds from sale of property and equipment	—			987			56			—			1,043
	(162		)	(14,509		)	(1,130		)	—			(15,801		)
Cash flows from financing activities:
Purchase of treasury stock	(120		)	—			—			—			(120		)
Intercompany contributions/distributions	(6,861		)	6,906			(45		)	—			—
	(6,981		)	6,906			(45		)	—			(120		)
Net decrease in cash, cash equivalents and restricted cash	(25,950		)	—			(761		)	—			(26,711		)
Beginning cash, cash equivalents and restricted cash	51,348			—			3,216			—			54,564
Ending cash, cash equivalents and restricted cash	$	25,398		$	—		$	2,455		$	—		$	27,853