8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2009

PIONEER DRILLING COMPANY

(Exact name of registrant as specified in its charter)

Texas	1-8182	74-2088619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1250 N.E. Loop 410, Suite 1000, San Antonio, Texas	78209
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (210) 828-7689

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

From time to time, senior management of Pioneer Drilling Company (the “Company”) meets with groups of investors and business analysts. The slides attached to this report have been prepared in connection with management’s participation in such meetings and participation in the Merrill Lynch Energy Conference on November 18, 2009. The slides provide an update on the Company’s operations and expectations for 2009 and are included in Exhibit 99.1 to this report and are incorporated herein by reference. The slides are available on the Company’s website at www.pioneerdrlg.com.

Safe Harbor Statement

Statements contained in Exhibit 99.1 to this report that state the Company’s or its management’s expectations and assumptions about future events are forward-looking statements intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. It is important to note that the Company’s actual results could differ materially from those projected or assumed in such forward-looking statements. Factors that could affect those results include, among others, those mentioned in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008 and quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, which have been filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Slides for Company presentations to be used from time to time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIONEER DRILLING COMPANY
By:	/s/    LORNE E. PHILLIPS
	Lorne E. Phillips
	Chief Financial Officer

Dated: November 18, 2009

EX-99.1

Bank of America

Merrill Lynch 2009 Energy Conference

NOVEMBER 18, 2009

(NYSE AMEX: PDC)

www.pioneerdrlg.com

Exhibit 99.1

2

Forward-looking Statements

This presentation contains various forward-looking statements and information that are based on management’s

current expectations and assumptions about future events. Forward-looking statements are generally accompanied

by words such as “estimate,”

“project,”

“predict,”

“expect,”

“anticipate,”

“plan,”

“intend,”

“seek,”

“will,”

“should,”

“goal,”

and other words that convey the uncertainty of future events and outcomes. Forward-looking information

includes , among other matters, statements regarding the Company’s anticipated growth, quality of assets, rig

utilization rate, capital spending by oil and gas companies, production rates, the Company's growth strategy, and the

Company's international operations.  Although the Company believes that the expectations and assumptions

reflected

in

such

forward-looking

statements

are

reasonable,

it

can

give

no

assurance

that

such

expectations

and

assumptions

will

prove

to

have

been

correct.

Such

statements

are

subject

to

certain

risks,

uncertainties

and

assumptions, including, among others: general and regional economic conditions and industry trends; the

continued

strength

of

the

contract

land

drilling

industry

in

the

geographic

areas

where

the

Company

operates;

decisions about onshore exploration and development projects to be made by oil and gas companies; the highly

competitive nature of the contract land drilling business; the Company’s future financial performance, including

availability, terms and deployment of capital; the continued availability of qualified personnel; changes in

governmental regulations, including those relating to the environment; the political, economic and other

uncertainties encountered in the Company's international operations and other risks, contingencies and

uncertainties, most of which are difficult to predict and many of which are beyond our control. Should one or more of

these risks, contingencies or uncertainties materialize, or should underlying assumptions prove incorrect, actual

results may vary materially from those expected.  Many of these factors have been discussed in more detail in the

Company's annual report on Form 10-K for the fiscal year ended December 31, 2008 and quarterly reports on Form

10Q

for

the

quarters

ended

September

30,

2009.

Unpredictable

or

unknown

factors

that

the

Company

has

not

discussed in this presentation or in its filings with the Securities and Exchange Commission could also have

material adverse effects on actual results of matters that are the subject of the forward-looking statements.  All

forward-looking

statements

speak

only

as

the

date

on

which

they

are

made

and

the

Company

undertakes

no

duty

to update or revise any forward-looking statements. We advise our shareholders to use caution and common sense

when considering our forward looking statements.

3

Pioneer Overview

Ticker Symbol

NYSE AMEX US: PDC

Market Cap (11/12/09)

$341 million

Stock Price (11/12/09)

$6.77

Average daily trading volume approximately 429,000 shares

Public float approximately 50 million shares

Employees

1,600

Headquarters

San Antonio, Texas

Diversified Energy Services Provider

4

5

Contribution by Segment

2008

(2)

$457

75%

$154

25%

September 2009

YTD

$165

68%

$79

32%

$187

72%

$74

28%

$57

66%

$29

34%

Revenue

($millions)

Gross Margin

(1)

($millions)

(1)   See page 27 for gross margin reconciliation.

(2)   Production Services’ results for 2008 relate to only 10 months of activity beginning March 1, 2008.

Geographic Overview

•

Drilling Services

•

71 high-quality drilling rigs

capable of drilling 6,000-

25,000 feet

•

Production Services

•

74 workover rigs, 61 wireline

units, $15 million of fishing &

rental tools

6

Colombia

Service Points

Drilling Services

Well Services

Wireline Services

Fishing & Rental

Services

PDC HQ

(1)

Source: Baker Hughes.

(2)

Source: Land Rig Newsletter.

Unconventional

Rig

Count

(2)

0

500

1,000

1,500

2,000

2,500

Onshore Drilling: Signs of Recovery

•

Rig

Count

has

increased

23%

since

it

bottomed

in

June

2009

(1)

•

While the unconventional rig count has increased 4.7% in the

last four weeks, the rig count in the Williston Basin, the

Haynesville and the Marcellus have increased 17%, 6% and

26%,

respectively

(2)

Historical BHI U.S. Rig Count

(1)

1

Historical

BHI

U.S.

Rig

Count

(1)

10/23/2009

4 Weeks

Ago

% Increase

2008 Peak

Barnett Shale

64

55

16%

181

Piceance Basin

22

23

-4%

88

Williston (Bakken)

49

42

17%

79

Greater Green River

32

31

3%

77

Woodford Shale

14

19

-26%

40

Fayetteville Shale

32

37

-14%

51

Uinta Basin

13

12

8%

45

DJ Basin

15

10

50%

22

San Juan Basin

5

17

-71%

23

Haynesville

90

85

6%

35

Marcellus

63

50

26%

20

Total

399

381

4.7%

661

7

8

Steady Financial Growth

$0

$100

$200

$300

$400

$500

$600

$700

2004

2005

2006

2007

2008

YTD

Q3

2009

Revenue

(1) 

2004 - 2009

(1)

Fiscal year end was changed from March 31 to December 31 effective on December 31, 2007; all data points reflect calendar year information

derived from 10K and 10Q filings.

(2)

See page 26 for EBITDA reconciliation.

$0

$50

$100

$150

$200

$250

2004

2005

2006

2007

2008

YTD

Q3

2009

EBITDA

(1)(2)

  2004 - 2009

9

Recent Developments

•

3 rigs activated in the Bakken Shale

•

3

rig

contracted for the Marcellus Shale

•

6

and 7

rigs (1500HP) being prepared for Latin America

•

Installed 5 top drives to drilling rigs in Q3

•

4 new Wireline offices

•

2 in Marcellus Shale (open hole and cased-hole)

•

1 in Haynesville Shale (cased-hole)

•

1 in South Louisiana (cased-hole onshore & offshore)

•

Well Services

•

4 idled rigs re-activated

•

Opened Fayetteville Shale division office

rd

th

th

10

Capitalization

(1):  Adjusted to reflect net proceeds of approximately $24MM related to common stock

offering on November 11, 2009 (3.8MM shares).  Proceeds are before a 15% over-allotment

option.

Capitalization

Actual

Adj.

Pro Forma

(1)

($Millions)

Cash and Cash Equivalents

53.3

$         

23.9

$         

77.3

$            

Debt:

Senior secured $325 million credit facility

257.5

$       

-

$             

257.5

$          

Subordinated notes payable and other

4.9

-

4.9

Total debt

262.4

$       

-

$             

262.4

$          

Total shareholders' equity

403.8

$       

23.9

$         

427.8

$          

Total capitalization

666.2

$       

690.1

$          

Debt to total capitalization ratio

39%

38%

At September 30, 2009

Capital Expenditures

Actuals

FY 2008

Actuals

3Q YTD 2009

Budget                

FY 2009

Routine

22.6

$             

12.8

$             

23.9

$         

Discretionary

125.5

32.4

80.2

Subtotals

148.1

45.2

104.1

FY 2008 Budget carryover

to be incurred in FY 2009

-

19.3

19.3

Totals

148.1

$           

64.5

$             

123.4

$      

($Millions)

11

Drilling Services Division

12

Efficient, Safe, High-Quality Assets

EFFICIENCY

•

Modern, well-maintained drilling fleet

•

31 newbuilds

(44%) since 2001 with majority

constructed from 2004 through 2006

•

42% of fleet is electric

•

18 top drives installed, 4 are integrated into the

mast (25% of fleet)

•

Over 65% have tier 1, 2, or 3 engines

•

Over 75% have rounded bottom mud tanks

•

Over 90% with matched horsepower mud

pumps

•

Over 50% with mobile or fast-pace subs

•

69% of fleet is 1000HP –

2000HP

SAFETY

•

Consistently beat the IADC average for

recordable incidents

•

Over 65% improvement in recordable

incidents since 2005

•

Iron roughnecks installed on 55% of

active U.S. drilling rigs to improve safety

and efficiency

•

Earned a score of 100% from Ecopetrol

for HSEQ audit in July 2009

•

We believe this was the first time such a score

has been earned by a service provider from

Ecopetrol

Well-Positioned in Active Plays

•

Our service points are within close proximity to active drilling

areas

13

Note:  6 cold-stacked rigs and 2 rigs being prepared for Latin America as of November 2009 not included on map.

Shale Plays Require Diverse Fleet

14

1000HP

Marcellus

1500HP

Eagle Ford (Down-dip)

1000HP

Eagle Ford (Up-dip)

1000HP

Barnett

1000HP

Woodford

1500HP

Haynesville

750HP

Fayetteville

1500HP

Bakken

Ideal HP Requirement

Shale Play

Market for Modern Conventional Rigs

•

84%

(1)

of land wells drilled in 2008 were

vertical holes

•

Top drives not required

•

Average well drilled in U.S. <10,000 ft

•

Majority of holes in next several years will be

vertical

•

Top drives not practical on 100% of fleet

15

(1)

Source:  Spears & Associates, Inc.

16

Strong Utilization Through the Cycles

•

Averaged 88% utilization through cycles since beginning of 2001

Source:  Helmerich

& Payne, Grey Wolf, Patterson-UTI, & Precision Drilling data consists of U.S. domestic utilization rates derived from Form 10-K, Form 10-Q reports, &  press releases.  Nabors

utilization rates for worldwide land fleet obtained from public documents and industry analysts.  Precision Drilling acquired Grey Wolf in December 2008.  Pioneer Drilling utilization rates include

Colombian operations beginning Q3 2007.

0%

20%

40%

60%

80%

100%

Pioneer

Helmerich & Payne

Grey Wolf

Patterson-UTI

Nabors

Precision

17

International Expansion

•

Colombia

•

Stable government

•

Pro-U.S., Pro-Energy

•

Strong E&P spending

•

Oil

•

Pursuing expansion into other

parts of Latin America

Pioneer Rig 301, National 110UE, diesel-electric,

1,500-HP rig operating outside the city of Neiva,

Colombia.

18

Production Services Division

Pure

Play

Land

Driller

Diversified

Services

Provider

•

Best in class businesses

•

Newest, premium workover

rig fleet (550HP class)

•

Custom-designed wireline

units/proprietary tools

•

Leadership position

•

Leading edge gross

margins

•

Highest workover utilization

•

Highest hourly workover

rate

19

Pioneer workover rig, a new National 5C, 550 HP

working outside the city of Bryan, Texas.

20

Consistent Growth

0

6

12

20

24

27

45

55

59

74

61

74

0

10

20

30

40

50

60

70

80

2004

2005

2006

2007

2008

3Q 2009

Wireline Units

Workover Rigs

Fishing & Rental Services Gross

Equipment and Tools Value

Wireline Units And

Workover Rigs

Information for the years 2004 to 2007 represents workover rig and wireline unit counts and fishing and rental tool inventory values when the Production

Services business was owned by WEDGE group.

$0.0

$2.8

$11.7

$15.5

$14.0

$14.6

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

2004

2005

2006

2007

2008

3Q 2009

Approx. Value of Equipment in Millions

21

Supplement

22

Experienced Management Team

•

Wm.

Stacy

Locke

-

President

and

Chief

Executive

Officer

Joined Pioneer as President in 1995

Seven years experience in investment banking, six years experience as exploration geologist

B.A.

in

Geology

from

the

University

of

California

Santa

Barbara,

MBA

in

Finance

from

Southern

Methodist

University

•

Lorne

E. Phillips –

Executive Vice President and Chief Financial Officer

Joined

Pioneer

in

February

2009,

after

ten

years

experience

with

Cameron

International

Corporation,

most

recently

as Vice President and Treasurer

International and multi-business unit experience, investment banking experience

B.A. from Rice University, MBA from Harvard Graduate School of Business

•

F.C. “Red”

West -

Executive Vice President and President of Drilling Service Division

45 years experience in the drilling services industry

Supervised the drilling of over 7,000 wells

•

Joe Eustace –

Executive Vice President and President of Production Services Division

Joined WEDGE in 2004 as President of WEDGE Oil and Gas Services

Served

as

Group

Vice

President

for

Key

Energy

Services

from

1998

–

2004

Served as VP of Operations for Dawson Production Services from 1982 until acquired by Key Energy Services in

1998

•

Carlos R. Peña –

Vice President, General Counsel, Secretary and Compliance Officer

Joined Pioneer in October 2008 and practicing law since 1992

Experience providing both outside corporate and securities counsel and in-house M&A counsel

B.A. from Princeton, law degree from the University of Texas at Austin

23

Experienced Management Team (Cont.)

Left to Right: Donald Lacombe, Senior Vice

President

of

Drilling

Services

Division

–

Marketing

and Red West, President of the Drilling Services

Division.

Left to Right: Joe Freeman, Vice President of Well

Services, Mark Gjovig, Vice President of Wireline

Services, Joe Eustace, President of the Production

Services Division, Randy Watson, Vice President of

Fishing and Rental Services.

Drilling Services Division

Production Services Division

Equity Offering Highlights

•

Issued 3.8MM shares of common stock to raise net

proceeds of approximately $24MM

•

Equity proceeds earmarked to modify drilling fleet to

meet customer demands

24

Bank Amendment Highlights

•

Maturity date moved from February 2013 to August 2012

•

Reduced total commitment from $400MM to $325MM

•

No term debt or scheduled amortization

•

Adequate relief from bank covenants

•

Senior

Debt

to

EBITDA

ratio

increased

from

2.50x

to

5.00x

for

1

half of 2010, decreasing 0.25x each quarter thereafter until

reaching 3.00x in Q2 2012

•

Interest coverage minimum ratio reduced from 3.0x to 2.0x for

2010 and 2011, returning to 3.0x in 2012

•

Increased flexibility to position assets outside of the U.S.

25

st

26

Reconciliation of EBITDA to Net Income

9 Months

Quarter

Ended

Ended

2004

2005

2006

2007

2008

Sep-09

Sep-09

EBITDA

31.7

90.3

176.6

144.5

214.8

60.9

15.2

Depreciation & Amortization

(20.6)

(30.8)

(47.6)

(63.6)

(88.1)

(78.5)

(27.0)

Net Interest

(1.9)

0.8

3.6

3.3

(11.8)

(5.4)

(1.8)

Impairment charges

-

-

-

-

(171.5)

-

-

Income Tax (Expense) Benefit

(3.4)

(22.1)

(47.7)

(27.3)

(6.1)

8.1

4.4

Net Income (Loss)

5.7

38.1

84.8

56.9

(62.7)

(14.8)

(9.2)

($Millions)

Calendar Year

27

Reconciliation of Gross Margin to Net Income

Drilling

Services

Production

Services

Total

Drilling

Services

Production

Services

Total

Drilling

Services

Production

Services

Total

Revenues

$456.9

$154.0

$610.9

$165.2

$79.2

$244.3

$48.1

$26.3

$74.4

Operating Expenses

269.8

80.1

349.9

107.9

50.3

158.1

35.3

16.6

52.0

Gross Margin

$187.0

$73.9

$260.9

$57.3

$28.9

$86.2

$12.8

$9.6

$22.4

Margin %

41%

48%

43%

35%

37%

35%

27%

37%

30%

Depreciation & amortization

$88.1

$78.5

$27.0

SG&A

44.8

27.9

8.9

Bad debt expense

0.4

(1.7)

(1.4)

Impairment of goodwill

118.6

-

-

Impairment of intangible assets

52.8

-

-

Total operating costs and expenses

654.8

262.8

86.4

(Loss) income from operations

($44.0)

($18.4)

($12.0)

Other (expense) income:

Interest expense

($13.1)

($5.6)

($1.8)

Interest income

1.3

0.2

0.0

Other

(0.9)

0.8

0.2

Total other expense

(12.7)

(4.5)

(1.6)

Income (loss) before income taxes

($56.7)

($23.0)

($13.6)

Income tax benefit (expense)

(6.1)

8.1

4.4

Net earnings (loss)

($62.7)

($14.8)

($9.2)

Fiscal Year Ended 12/31/2008

9 Months Ended, September 30, 2009

Quarter Ended, September 30, 2009

($millions)

28