-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PuGiAQ2KCGSTYqFG84o6Q4wc9NdjDsJagnkw3hFu6A7EfN6OPyQTQCubsyFbfvzj DT1xdnYu66iNSYwjNAvAzQ== 0000950129-05-001002.txt : 20050208 0000950129-05-001002.hdr.sgml : 20050208 20050208081600 ACCESSION NUMBER: 0000950129-05-001002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKER DRILLING CO /DE/ CENTRAL INDEX KEY: 0000076321 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730618660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07573 FILM NUMBER: 05582149 BUSINESS ADDRESS: STREET 1: 1401 ENCLAVE PARKWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2814062000 MAIL ADDRESS: STREET 1: 1401 ENCLAVE PARKWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77077 8-K 1 h22281e8vk.txt PARKER DRILLING COMPANY - FEBRUARY 2, 2005 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): February 2, 2005 PARKER DRILLING COMPANY (Exact name of registrant as specified in its charter) Delaware 1-7573 73-0618660 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1401 Enclave Parkway, Suite 600 Houston, Texas 77077 (Address of principal executive offices, including zip code) (281) 406-2000 (Registrant's telephone number, including area code) 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: [ ] 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 1.01 Entry into a Material Definitive Agreement. On February 2, 2005, the Registrant's Compensation Committee, pursuant to authorization from the Board of Directors, approved the annual base salaries (effective as of such date) of the Registrant's Named Executive Officers after performing its review and analysis of the Chief Executive Officer's performance, receiving input from the Chief Executive Officer regarding the performance of the other executive officers and receiving a report from an independent compensation consultant that included a comparison of the compensation paid to executive officers of the Registrant's peer group. The following table sets forth the annual base salary levels of the named executive officers that will appear in the Registrant's proxy statement for the 2005 annual meeting of the stockholders for the years 2004 and 2005: NAME AND POSITION YEAR BASE SALARY Robert L. Parker, Jr. 2005 $550,000 President & Chief 2004 $522,500 Executive Officer Robert L. Parker 2005 $474,000 Chairman of the Board 2004 $474,000 of Directors James W. Whalen 2005 $282,000 Senior Vice President 2004 $270,000 & Chief Financial Officer Denis Graham 2005 $235,000 Vice President 2004 $225,000 Of Engineering W. Kirk Brassfield 2005 $168,000 Vice President & Controller 2004 $161,000 The cash compensation to be paid to the new director appointed by the Board of Directors on February 2, 2005 is specified in Item 5.02 below. The Registrant intends to provide additional information regarding the compensation awarded to the Named Executive Officers in respect of the year ended December 31, 2004, in the Registrant's proxy statement for the 2005 annual meeting of stockholders, which is expected to be filed with the Securities and Exchange Commission in March 2005. 2 Item 2.02 Results of Operations and Financial Condition On February 8, 2005, Parker Drilling Company (the "Company") issued a press release announcing results of operations for the fourth quarter of 2004 and for the year 2004 and management's guidance for 2005. A copy of this press release is attached as Exhibit 99 to this Report on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) On February 2, 2005, the Board of Directors of the Registrant appointed Mr. Robert E. McKee as a director of the Registrant, to serve as a Class II director of the Board of Directors, to replace the position vacated by the retirement of Mr. Barnes on January 1, 2005, and to stand for re-election at the annual meeting of the stockholders of the Company in 2007 or until his successor has been duly elected or chosen and qualify, unless he sooner dies, resigns or is removed. Mr. McKee was also appointed by the Board of Directors to serve on the Compensation Committee of the Board. Mr. McKee will receive cash compensation consistent with other directors, as reported in the 2004 Proxy Statement filed on March 22, 2004. Also in conjunction with Mr. McKee's appointment, the Registrant has agreed to enter into an Indemnification Agreement, the form of which has been filed as Exhibit 10(g) to the Registrant's Form 10-K for 2003. The Indemnification Agreement provides indemnity to the director against liabilities incurred in the performance of his duties to the full extent allowed by Delaware law and the Registrant's By-laws. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following exhibit is furnished herewith: 99 Press release dated February 8, 2005, issued by the Registrant S I G N A T U R E Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PARKER DRILLING COMPANY -3- Dated: February 8, 2005 By: /s/James W. Whalen ------------------ James W. Whalen Senior Vice President & CFO -4- Index to Exhibits 99 Press release dated February 8, 2005, issued by the Registrant -5- EX-99 2 h22281exv99.txt PRESS RELEASE DATED FEBRUARY 8, 2005 FOR IMMEDIATE RELEASE Investor Contact: David Tucker 281-406-2370 Media Contact: Marianne Gooch 281-406-2212 Parker Drilling Reports Fourth Quarter Results Houston, February 8, 2005 - Parker Drilling Company (NYSE: PKD) today reported fourth quarter revenues of $109.8 million and a net loss of $5.3 million or $0.06 per share, compared to a net loss of $12.4 million or $0.13 per share, on revenues of $91.6 million for the fourth quarter of 2003. The fourth quarter loss from continuing operations was $2.2 million, or $0.03 per share, compared to a loss of $15.2 million, or $0.16 per share, for the fourth quarter a year ago. The fourth quarter of 2004 included a number of non-routine items which negatively impacted earnings by $8.3 million or $0.09 per share, of which $4.2 million, or $0.05 per share, was attributable to continuing operations. Absent the $4.2 million of non-routine items, income from continuing operations would have been a positive $2.0 million, or $0.02 per share. The $4.2 million of non-routine items for continuing operations includes a $6.5 million provision primarily related to reduction in the carrying value of four international land rigs and two U.S. barge rigs partially offset by a $2.3 million gain on disposition of assets primarily related to barge rig 74 in Nigeria. Discontinued operations reflect a $4.1 million loss on jackup rig 25 which was sold in January 2005. Excluding this loss, results from discontinued operations would have reflected income of $1.0 million, or $0.01 per share. (See attached reconciliation, non- routine items) For 2004, Parker Drilling reported revenues of $376.5 million and a net loss of $47.1 million, or $0.50 per share. This compares to revenues of $338.7 million and a net loss of $109.7 million, or $1.17 per share, for 2003 which included an impairment for assets held for sale of $54.0 million, or $0.58 per share. The loss from continuing operations for 2004 was $50.6 million, or $0.54 per share compared to a loss from continuing operations of $52.4 million, or $0.56 per share, for 2003. Excluding non-routine items, the Company's 2004 loss would have been $18.2 million, or $0.20 per share. Non-routine items in 2004 reduced earnings $28.9 million, or $0.30 per share, including $24.8 million, or $0.26 per share, attributable to continuing operations and $4.1 million, or $0.04 per share, attributable to discontinued operations. The non-routine items include: $8.3 million in the fourth quarter detailed above; an $8.2 million loss from extinguishing $80 million of 10.125% Senior Notes and $70 million of a Term Loan with proceeds from issuing $150 million of Senior Floating Rate Notes; $6.6 million provision for reduction in carrying value of certain assets, which includes reclassifying Latin American operations from discontinued to continuing operations and an adjustment to a life insurance policy; $2.3 million for an additional value added tax assessment in Nigeria; $2.1 million for taxes assessed by the Mangistau Customs Control in connection with the temporary import status of barge rig 257 in the Caspian Sea and $1.4 million relating to severance costs. (See attached reconciliation, non-routine items) Fourth quarter average rig utilization, before and after the reduction of seven rigs to the marketable rig count, is reflected in the following table:
Utilization After Reduction Utilization Before Reduction ------------------------------------- --------------------------------------- 2004 2004 ------------------------------------- --------------------------------------- Marketable 4th 3rd Marketable 4th 3rd Rigs Qtr. Qtr. Current Rigs Qtr. Qtr. Current ---------- ---- ---- ------- ---------- ---- ---- ------- International Land 38 58% 54% 61% 34 65% 61% 68% International Offshore 6 45% 33% 67% 5 54% 40% 80% Gulf of Mexico 20 71% 66% 70% 18 79% 74% 78% ---------- ---------- TOTAL 64 61% 56% 64% 57 68% 63% 72% ========== ==========
"Parker Drilling finished a year of transition with the best quarter for operations since 2001," said Robert L. Parker, Jr., president and chief executive officer. "With $135 million of debt paid down including $25 million yesterday, a strong new chief operating officer in Dave Mannon and current utilization of our existing rigs at 72%, Parker is well positioned to be profitable in 2005." Capital expenditures in 2004 totaled $47.3 million. Debt totaled $481.1 million at December 31, 2004, and the Company's cash balance was $44.3 million. Parker Drilling reaffirms its previously released guidance of net income per share of $0.05 to $0.14 for 2005. Parker has scheduled a conference call at 10 a.m. CST (11 a.m. EST) February 8, 2005 to discuss fourth quarter 2004 results. Those interested in participating in the call may dial in at (303) 262-2130. The conference call replay can be accessed from noon CST February 8, 2005 through February 15, 2005, by dialing (303) 590-3000 and using the access code 11021350#. Alternatively, the call can be accessed live through the Parker Web site at http://www.parkerdrilling.com. The archived call will be available on the Web site for 12 months. ### This release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of the Securities Acts. All statements, other than statements of historical facts, that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future, including the outlook for rig utilization and dayrates, general industry conditions including bidding activity, future operating results of the Company's rigs and rental tool operations, capital expenditures, expansion and growth opportunities, asset sales and other such matters, are forward-looking statements. Although the Company believes that its expectations stated in this release are based on reasonable assumptions, actual results may differ materially from those expressed or implied in the forward-looking statements. For a more detailed discussion of risk factors, please refer to the Company's reports filed with the SEC, and in particular, the report on Form 10-K for the year ended December 31, 2003. Each forward-looking statement speaks only as of the date of this release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement. PARKER DRILLING COMPANY AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited)
Three Months Ended December 31, Twelve Months Ended December 31, ------------------------------- -------------------------------- 2004 2003 2004 2003 ------------- -------------- -------------- --------------- (Dollars in Thousands) DRILLING AND RENTAL REVENUES U.S. Drilling $ 25,303 $ 17,856 $ 88,512 $ 67,449 International Drilling 64,608 59,473 220,846 216,567 Rental Tools 19,889 14,271 67,167 54,637 ------------- ------------- ------------- ------------- TOTAL DRILLING AND RENTAL REVENUES 109,800 91,600 376,525 338,653 ------------- ------------- ------------- ------------- DRILLING AND RENTAL OPERATING EXPENSES U.S. Drilling 15,530 10,274 54,126 47,740 International Drilling 46,233 40,803 168,451 152,201 Rental Tools 8,154 6,183 28,037 23,051 Depreciation and Amortization 18,642 17,099 69,241 73,679 ------------- ------------- ------------- ------------- TOTAL DRILLING AND RENTAL OPERATING EXPENSES 88,559 74,359 319,855 296,671 ------------- ------------- ------------- ------------- DRILLING AND RENTAL OPERATING INCOME 21,241 17,241 56,670 41,982 ------------- ------------- ------------- ------------- Construction Contract Revenue - - - 7,030 Construction Contract Expense - - - 5,030 ------------- ------------- ------------- ------------- NET CONSTRUCTION CONTRACT OPERATING INCOME - - - 2,000 ------------- ------------- ------------- ------------- General and Administrative Expense (5,455) (4,771) (23,413) (19,256) Provision for Reduction in Carrying Value of Certain Assets (6,562) (6,028) (13,120) (6,028) Gain on Disposition of Assets, Net 2,328 2,885 3,730 4,229 ------------- ------------- ------------- ------------- TOTAL OPERATING INCOME 11,552 9,327 23,867 22,927 ------------- ------------- ------------- ------------- OTHER INCOME AND (EXPENSE) Interest Expense (11,291) (13,889) (50,368) (53,790) Change in Fair Value of Derivative Position 586 - (794) - Loss on Extinguishment of Debt (24) (5,274) (8,753) (5,274) Other Income (Expense) - Net 31 (15) 492 688 ------------- ------------- ------------- ------------- TOTAL OTHER INCOME AND (EXPENSE) (10,698) (19,178) (59,423) (58,376) ------------- ------------- ------------- ------------- INCOME (LOSS) BEFORE INCOME TAXES 854 (9,851) (35,556) (35,449) Income Tax Expense 3,001 5,317 15,009 16,985 ------------- ------------- ------------- ------------- LOSS FROM CONTINUING OPERATIONS (2,147) (15,168) (50,565) (52,434) Discontinued Operations, Net of Taxes (3,104) 2,734 3,482 (57,265) ------------- ------------- ------------- ------------- NET LOSS $ (5,251) $ (12,434) $ (47,083) $ (109,699) ============== ============= ============= ============= EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED Loss From Continuing Operations $ (0.03) $ (0.16) $ (0.54) $ (0.56) Discontinued Operations, Net of Taxes $ (0.03) $ 0.03 $ 0.04 $ (0.61) Net Loss $ (0.06) $ (0.13) $ (0.50) $ (1.17) AVERAGE COMMON SHARES OUTSTANDING Basic and Diluted 94,615,448 94,079,159 94,113,257 93,420,713
PARKER DRILLING COMPANY AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited)
December 31, 2004 December 31, 2003 ------------------- ------------------- ASSETS (Dollars in Thousands) CURRENT ASSETS Cash and Cash Equivalents $ 44,267 $ 67,765 Accounts and Notes Receivable, Net 99,315 89,050 Rig Materials and Supplies 19,206 13,627 Other Current Assets 19,470 2,466 ------------------- ------------------- TOTAL CURRENT ASSETS 182,258 172,908 ------------------- ------------------- PROPERTY, PLANT AND EQUIPMENT, NET 382,824 387,664 ASSETS HELD FOR SALE 23,665 150,370 OTHER ASSETS Goodwill 107,606 114,398 Other Assets 26,343 22,292 ------------------- ------------------- TOTAL OTHER ASSETS 133,949 136,690 ------------------- ------------------- TOTAL ASSETS $ 722,696 $ 847,632 =================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current Portion of Long-Term Debt $ 24 $ 60,225 Accounts Payable and Accrued Liabilities 87,329 68,404 ------------------- ------------------- TOTAL CURRENT LIABILITIES 87,353 128,629 ------------------- ------------------- LONG-TERM DEBT 481,039 511,400 DISCONTINUED OPERATIONS - 6,421 OTHER LIABILITIES 5,387 8,379 STOCKHOLDERS' EQUITY 148,917 192,803 ------------------- ------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 722,696 $ 847,632 =================== =================== Current Ratio 2.09 1.34 Total Long Term Debt as a Percent of Capitalization 76% 73% Book Value Per Common Share $ 1.57 $ 2.05
PARKER DRILLING COMPANY AND SUBSIDIARIES Selected Financial Data (Unaudited)
Three Months Ended --------------------------------------------------- December 31, September 30, ------------------------------- ------------- 2004 2003 2004 ------------ ------------ ------------ DRILLING AND RENTAL REVENUES (Dollars in Thousands) U.S. Drilling $ 25,303 $ 17,856 $ 22,788 International Land Drilling 56,502 41,417 45,918 International Offshore Drilling 8,106 18,056 3,768 Rental Tools 19,889 14,271 15,471 ------------ ------------ ------------ Total Drilling and Rental Revenues 109,800 91,600 87,945 ------------ ------------ ------------ DRILLING AND RENTAL OPERATING EXPENSES U.S. Drilling 15,530 10,274 13,399 International Land Drilling 40,727 29,172 33,553 International Offshore Drilling 5,506 11,631 10,271 Rental Tools 8,154 6,183 6,558 ------------ ------------ ------------ Drilling and Rental Operating Expenses 69,917 57,260 63,781 ------------ ------------ ------------ DRILLING AND RENTAL OPERATING INCOME U.S. Drilling 9,773 7,582 9,389 International Land Drilling 15,775 12,245 12,365 International Offshore Drilling 2,600 6,425 (6,503) Rental Tools 11,735 8,088 8,913 Depreciation and Amortization (18,642) (17,099) (17,806) ------------ ------------ ------------ Total Drilling and Rental Operating Income 21,241 17,241 6,358 General and Administrative Expense (5,455) (4,771) (4,924) Provision for Reduction in Carrying Value of Certain Assets (6,562) (6,028) -- Gain on Disposition of Assets, Net 2,328 2,885 333 ------------ ------------ ------------ TOTAL OPERATING INCOME $ 11,552 $ 9,327 $ 1,767 ============ ============ ============
Marketable Rig Count Summary As of January 31, 2005
Total ------------ U.S. Gulf of Mexico Barge Rigs Workover 6 Intermediate 4 Deep 8 ------------ Total U.S. Gulf of Mexico Barge Rigs 18 ------------ International Land Rigs Asia Pacific 10 Africa/Middle East 2 Latin America 14 CIS 8 ------------ Total International Land Rigs 34 International Barge Rigs Mexico 1 Nigeria 3 Caspian Sea 1 ------------ Total International Barge Rigs 5 ------------ Total International Rigs 39 ------------ ------------ Total Marketable Rigs 57 ===========
PARKER DRILLING COMPANY AND SUBSIDIARIES Reconciliation, Non-Routine Items (Unaudited)
Three Months Ended ----------------------------------------------- December 31, 2004 ----------------------------------------------- (Dollars in Millions, Except Per Share Amounts) Loss From Continuing Operations, as Reported $ (2.2) $ (0.03) ------------ ------------ Non-Routine Items: Provision for Reduction in Carrying Value of Certain Assets 6.5 0.07 Gain on Disposition of Assets, Net (2.3) (0.02) ------------ ------------ Total Fourth Quarter Non-Routine Items 4.2 0.05 ------------ ------------ Income From Continuing Operations, Excluding Non-Routine Items $ 2.0 $ 0.02 ============ ============ Discontinued Operations, as Reported $ (3.1) $ (0.03) Non-Routine Item: Loss on Disposition of Asset 4.1 0.04 ------------ ------------ Discontinued Operations, Excluding Non-Routine Item $ 1.0 $ 0.01 ============ ============ Net Loss, as Reported $ (5.3) $ (0.06) Total Non-Routine Items 8.3 0.09 ------------ ------------ Net Income, Excluding Non-Routine Items $ 3.0 $ 0.03 ============ ============
Twelve Months Ended ----------------------------------------------- December 31, 2004 ----------------------------------------------- (Dollars in Millions, Except Per Share Amounts) Loss From Continuing Operations, as Reported $ (50.6) $ (0.54) ------------ ------------ Non-Routine Items: Provision for Reduction in Carrying Value of Certain Assets 13.1 0.14 Gain on Disposition of Assets, Net (2.3) (0.02) Extinguishment Costs Related to Debt Refinancing 8.2 0.09 Value Added Tax Assessment - Nigeria 2.3 0.02 Taxes Assessed for Temporary Import Status - Caspian Sea 2.1 0.02 Severance Costs 1.4 0.01 ------------ ------------ Total 2004 Non-Routine Items 24.8 0.26 ------------ ------------ Loss From Continuing Operations, Excluding Non-Routine Items $ (25.8) $ (0.28) ============ ============ Discontinued Operations, as Reported $ 3.5 $ 0.04 Non-Routine Item: Loss on Disposition of Asset 4.1 0.04 ------------ ------------ Discontinued Operations, Excluding Non-Routine Item $ 7.6 $ 0.08 ============ ============ Net Loss, as Reported $ (47.1) $ (0.50) Total Non-Routine Items 28.9 0.30 ------------ ------------ Net Loss, Excluding Non-Routine Items $ (18.2) $ (0.20) ============ ============
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