PKD-6.30.2013-10Q/A

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Accelerated filer

Non-accelerated filer

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This Amendment No. 1 (the Amendment) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 (the Form 10-Q), originally filed by Parker Drilling Company on August 7, 2013, is being filed solely for the purpose of including corrected Exhibits 31.1 and 31.2, each of which inadvertently refers to the quarterly report on Form 10-Q for the quarterly period ended March 31, 2013 instead of the quarterly report on Form 10-Q for the quarterly period ended June 30, 2013. Except as described above, no other changes have been made to the Form 10-Q. This Amendment does not amend, update or change the financial statements or disclosures in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q.



	June 30, 2013			December 31, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	69,608		$	87,886
Accounts and notes receivable, net of allowance for bad debts of $12,642 and $8,117 at June 30, 2013 and December 31, 2012	251,440			168,562
Rig materials and supplies	39,229			28,860
Deferred costs	10,822			1,089
Deferred income taxes	16,411			8,742
Other tax assets	13,722			33,524
Assets held for sale	8,656			6,800
Other current assets	19,818			12,821
Total current assets	429,706			348,284
Property, plant and equipment less accumulated depreciation and amortization of $1,061,845 and $1,029,712 at June 30, 2013 and December 31, 2012	852,813			789,123
Deferred income taxes	107,957			95,295
Other noncurrent assets	46,061			23,031
Total assets	$	1,436,537		$	1,255,733
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	10,000		$	10,000
Accounts payable and accrued liabilities	169,130			137,746
Accrued income taxes	6,975			4,120
Total current liabilities	186,105			151,866
Long-term debt	589,147			469,205
Other long-term liabilities	22,743			23,182
Long-term deferred tax liability	31,306			20,847
Contingencies (Note 11)	—			—
Stockholders’ equity:
Common stock	19,995			19,818
Capital in excess of par value	651,535			646,217
Accumulated other comprehensive income	(564		)	—
Accumulated deficit	(65,740		)	(74,631		)
Total controlling interest stockholders’ equity	605,226			591,404
Noncontrolling interest	2,010			(771		)
Total equity	607,236			590,633
Total liabilities and stockholders’ equity	$	1,436,537		$	1,255,733



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenues	$	226,001		$	178,925		$	393,156		$	355,494
Expenses:
Operating expenses	143,549			104,526			260,595			199,458
Depreciation and amortization	32,280			27,959			61,792			55,578
	175,829			132,485			322,387			255,036
Total operating gross margin	50,172			46,440			70,769			100,458
General and administration expense	(22,378		)	(7,420		)	(35,261		)	(12,917		)
Gain on disposition of assets, net	517			1,368			1,665			1,860
Total operating income	28,311			40,388			37,173			89,401
Other income and (expense):
Interest expense	(10,741		)	(8,925		)	(20,747		)	(16,962		)
Change in fair value of derivative positions	17			38			54			(11		)
Interest income	2,203			53			2,251			79
Loss on extinguishment of debt	—			(1,649		)	—			(1,649		)
Other	(183		)	20			(56		)	36
Total other expense	(8,704		)	(10,463		)	(18,498		)	(18,507		)
Income before income taxes	19,607			29,925			18,675			70,894
Income tax expense	11,233			9,817			9,729			24,460
Net income	8,374			20,108			8,946			46,434
Less: Net income (loss) attributable to noncontrolling interest	93			25			73			(41		)
Net income attributable to controlling interest	$	8,281		$	20,083		$	8,873		$	46,475
Basic earnings per share	$	0.07		$	0.17		$	0.07		$	0.40
Diluted earnings per share	$	0.07		$	0.17		$	0.07		$	0.39

Number of common shares used in computing earnings per share:
Basic	119,483,780			117,410,212			119,177,431			117,129,364
Diluted	121,860,011			118,526,879			121,498,223			118,623,037



	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012

Comprehensive income (loss):
Net income	$	8,281		$	20,083	$	8,873		$	46,475
Other comprehensive loss, net of tax:
Foreign exchange translation losses and other	(564		)	—		(564		)	—
Total other comprehensive loss, net of tax:	(564		)	—		(564		)	—
Comprehensive income	7,717			20,083		8,309			46,475
Comprehensive (income)/loss attributable to noncontrolling interest	(30		)	—		(30		)	—
Comprehensive income attributable to controlling interest	$	7,687		$	20,083	$	8,279		$	46,475



	Six Months Ended June 30,
	2013			2012
Cash flows from operating activities:
Net income	$	8,946		$	46,434
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	61,792			55,578
Loss on extinguishment of debt	—			1,649
Gain on disposition of assets	(1,665		)	(1,860		)
Deferred income tax expense	1,800			10,432
Expenses not requiring cash	7,989			11,789
Changes in current assets and liabilities
Change in accounts receivable	(32,285		)	9,161
Change in other assets	6,711			(7,138		)
Change in accrued income taxes	2,179			923
Change in liabilities	(9,543		)	(31,437		)
Net cash provided by operating activities	45,924			95,531

Cash flows from investing activities:
Capital expenditures	(63,537		)	(109,531		)
Proceeds from the sale of assets	2,901			2,340
Acquisition of ITS, net of cash acquired	(117,991		)	—
Net cash used in investing activities	(178,627		)	(107,191		)

Cash flows from financing activities:
Proceeds from issuance of debt	125,000			130,000
Repayments of senior notes	—			(122,852		)
Repayments of term loan	(5,000		)	(12,000		)
Payments of debt issuance costs	(5,386		)	(3,537		)
Payments of debt extinguishment costs	—			(402		)
Excess tax benefit from stock based compensation	(189		)	49
Net cash provided by (used in) financing activities	114,425			(8,742		)

Net decrease in cash and cash equivalents	(18,278		)	(20,402		)
Cash and cash equivalents, beginning of year	87,886			97,869
Cash and cash equivalents, end of period	$	69,608		$	77,467

Supplemental cash flow information:
Interest paid	$	21,823		$	16,989
Income taxes paid	$	8,585		$	28,307

In the opinion of the management of Parker Drilling Company (Parker Drilling), the accompanying unaudited consolidated condensed financial statements reflect all adjustments normally recurring which we believe are necessary for a fair presentation of: (1) Parker Drilling’s financial position as of June 30, 2013 and December 31, 2012, (2) Parker Drilling’s results of operations for the three and six month periods ended June 30, 2013 and 2012, (3) Parker Drilling’s consolidated condensed statement of comprehensive income for the three and six month periods ended June 30, 2013 and 2012, and (4) Parker Drilling's cash flows for the six month periods ended June 30, 2013 and 2012. Results for the six month period ended June 30, 2013 are not necessarily indicative of the results that will be realized for the year ending December 31, 2013. The financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012.

Nature of Operations — Parker Drilling, together with its subsidiaries (the Company or Parker), is an international drilling services and rental tools provider. We have operated in over 50 foreign countries and the United States since beginning operations in 1934, making us among the most geographically experienced drilling contractors and rental tools providers in the world. During 2012, we operated in 12 countries, and in 2013, we acquired an international rental tools business with operations in 10 additional countries. We have extensive experience and expertise in drilling geologically difficult wells and in managing the logistical and technological challenges of operating in remote, harsh and ecologically sensitive areas. We believe our quality, health, safety and environmental practices are leaders in our industry. Our rental tools business specializes in providing high-quality, reliable equipment and services for oil and natural gas drilling, workover and production applications. This includes drill pipe, heavy-weight drill pipe, tubing, high-torque connections, blow-out preventers (BOPs), drill collars, casing running systems, fishing services and more.

On April 22, 2013 we acquired International Tubular Services Limited and certain of its affiliates (collectively, ITS) and other related assets (the ITS Acquisition - see also Note 2). ITS’ principal activities include the rental of drilling equipment and pressure control systems, provision of casing running systems and fishing services, together with machine shop support. ITS serves an extensive customer base of exploration and production (E&P) companies, drilling contractors and service companies from 21 operating facilities primarily located in the Middle East, Latin America, U.K. and Europe, and the Asia-Pacific region.

Our U.S. barge drilling business operates barge rigs that drill for natural gas, oil, and a combination of oil and natural gas in the shallow waters in and along the inland waterways of Louisiana, Alabama, and Texas. Our international drilling business includes operations related to Parker-owned and operated rigs as well as customer-owned rigs. We strive to deploy our fleet of Parker-owned rigs in markets where we expect to have opportunities to keep the rigs consistently in service. In addition, we perform drilling-related activities for operators who own drilling rigs and who choose to utilize our drilling experience and technical expertise to perform services on a contracted basis, including Operations and Maintenance (O&M) work, and other project management services (e.g., labor, maintenance, and logistics). On June 30, 2013, our marketable rig fleet consisted of 13 barge drilling rigs and 23 land rigs located in the United States, Latin America and the Eastern Hemisphere regions. We have 8 rigs held for sale or currently not marketed as of June 30, 2013. Our Technical Services business includes engineering and related project services during the concept development, pre-FEED (Front End Engineering Design), and FEED phases of our customer owned drilling facility projects. During the Engineering, Procurement, Construction and Installation (EPCI) phase, we focus primarily on the drilling systems engineering, procurement, commissioning and installation, and we typically provide customer support during construction. Our Technical Services business is also the Company's engineering expertise center and provides our ongoing drilling businesses with services similar to those provided to our external customers; including engineering design, retrofitting of existing rigs, modification, upgrades and other technology-related advancements.

Consolidation — The consolidated condensed financial statements include the accounts of Parker Drilling and subsidiaries over which we exercise control or have a controlling financial interest, including entities, if any, in which the Company is allocated a majority of the entity’s losses or returns, regardless of ownership percentage. If a subsidiary of Parker Drilling has a 50 percent interest in an entity but Parker Drilling’s interest in the subsidiary or the entity does not meet the consolidation criteria described above, then that interest is accounted for under the equity method.

Noncontrolling Interest — We apply the accounting standards related to noncontrolling interests for ownership interests in our subsidiaries held by parties other than Parker Drilling. The entities that comprise the noncontrolling interest include Parker SMNG Drilling Limited Liability Company, Primorsky Drill Rig Services B.V., ITS Arabia Limited, and International Tubular Services - Egypt SAE. We report noncontrolling interest as equity on the consolidated balance sheets

Use of Estimates — The preparation of financial statements in accordance with accounting policies generally accepted in the United States (U.S. GAAP) requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the date of the financial statements, and our revenue and expenses during the periods reported. Estimates are typically used when accounting for certain significant items, such as allowance for doubtful accounts, legal or contractual liability accruals, mobilization and deferred mobilization, revenue and cost accounting for projects that follow the percentage of completion method, self-insured medical/dental plans, income taxes and valuation allowance, and other items requiring the use of estimates. Estimates are based on a number of variables which may include third party valuations, historical experience and assumptions that we believe are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ from management estimates.

Acquisitions-purchase price allocation — We allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values at the transaction date. Transaction and integration costs associated with an acquisition are expensed as incurred. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. We use all available information to estimate fair values, including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. We engage third-party appraisal firms to assist in fair value determination of inventories, identifiable intangible assets, and any other significant assets or liabilities when appropriate. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations.

Intangible Assets – Upon the ITS Acquisition, we recorded $10.0 million and $0.2 million, respectively, to recognize the fair values of definite and indefinite lived intangible assets. (see Note 2 - Acquisition of ITS). Definite lived intangible assets recorded in connection with the ITS Acquisition primarily relate to trade names, customer relationships, and developed technology and will be amortized over a weighted average period of approximately 3 years. With regard to indefinite lived intangible assets, which relates to our development of technology, we will conduct impairment tests annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired.

Revenue Recognition — Contract drilling revenues and expenses, comprised of daywork drilling contracts and engineering and related project service contracts, are recognized as services are performed and collection is reasonably assured. For certain contracts, we receive payments contractually designated for the mobilization of rigs and other drilling equipment. Mobilization payments received, and direct costs incurred for the mobilization, are deferred and recognized over the term of the related drilling contract; however, costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred. Reimbursements received for out-of-pocket expenses are recorded as both revenues and direct costs. For contracts that are terminated prior to the specified term, early termination payments received by us are recognized as revenues when all contractual requirements are met. Revenues from rental activities are recognized ratably over the rental term which is generally less than six months.

Reimbursable Costs — Within certain contractual arrangements, we may procure and take title, and risk of loss, for certain equipment or make certain expenditures on behalf of our customers. We typically receive fees for these services, which we record as revenues. We recognize reimbursements received for out-of-pocket expenditures as revenues and account for out-of-pocket expenditures as direct operating costs. Such amounts totaled $15.4 million and $10.1 million during the second quarters of 2013 and 2012, respectively and $30.3 million and $17.7 million for the six months ended June 30, 2013 and 2012, respectively.

At June 30, 2013 and December 31, 2012, we had deposits in domestic banks in excess of federally insured limits of approximately $32.6 million and $12.2 million, respectively. The change is primarily because as of January 1, 2013, all regular checking account deposits are only guaranteed up to $250,000 at each institution while prior to January 1, 2013, all regular checking account deposits were guaranteed, except investments. In addition, as of June 30, 2013 and December 31, 2012, we had uninsured deposits in foreign banks of $48.6 million and $34.5 million, respectively.

Our customer base consists primarily of major, independent, national and international oil and gas companies and integrated service providers. We depend on a limited number of customers. Our largest customer, Exxon Neftegas Limited (ENL), constituted 14.3 percent of our total year-to-date revenues as of June 30, 2013. Each of our segments depends on a limited number of key customers and the loss of any one or more key customers could have a material adverse effect on a segment.

Capitalized Interest — Interest from external borrowings is capitalized on major projects until the assets are ready for their intended use. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets in the same manner as the underlying assets. Capitalized interest reduces net interest expense in the consolidated condensed statements of operations. During the three and six months ended June 30, 2013, we capitalized interest costs of $0.5 million and $1.0 million, respectively, which were primarily related to a new enterprise resource planning system. During the second quarter of 2012 we capitalized $3.0 million of interest costs primarily related to the two Arctic Alaska Drilling Unit (AADU) rigs in Alaska and $5.4 million for the six month period ended June 30, 2012.

On April 22, 2013 we entered into a Sale and Purchase Agreement (the Agreement) with ITS Tubular Services (Holdings) Limited, a company organized under the laws of Scotland and in administration proceedings under the laws thereof (the Seller) and others. Pursuant to the Agreement, we acquired International Tubular Services Limited and certain of its affiliates (collectively, ITS) and other related assets held by the Seller (the ITS Acquisition) for an initial purchase price of $101.0 million paid at the closing of the ITS Acquisition. An additional $24.0 million was deposited into an escrow account, which will either be paid to the Seller as additional purchase price when certain consents are obtained or, in certain circumstances, released to either the Seller or to us, as the case may be, in accordance with the Agreement. The ITS Acquisition closed simultaneously with the execution of the Agreement on April 22, 2013.

ITS’ principal activities include the rental of drilling equipment and pressure control systems, and the provision of casing running systems and fishing services, together with machine shop support. ITS serves an extensive customer base of E&P companies, drilling contractors and service companies from 21 operating facilities primarily located in the Middle East, Latin America, U.K. and Europe, and the Asia-Pacific region. The entire operations related to ITS and the related assets acquired and liabilities assumed will fall under our Rental Tools segment.

(1) Based on the terms of the Agreement, $5.0 million of the $24.0 million in escrow to be paid to the Seller is contingent upon certain future liabilities that could become due by ITS in certain jurisdictions. Any payments in relation to these liabilities will be deducted from the $5.0 million escrow amount and the net balance of the escrow will be paid to the Seller. The estimated fair value of the consideration in escrow related to these liabilities is $5.0 million. Although not expected, we could be responsible for these liabilities should they be greater than the $5.0 million in escrow.

The following amounts represent the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the ITS Acquisition and are based on management’s estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. Management estimated that the fair value of the net assets acquired less noncontrolling interest equals consideration paid. Therefore, there was no goodwill recorded.



	April 22, 2013
	(In thousands)

Cash and cash equivalents	$	7,009
Accounts and notes receivable, net ⁽¹⁾	48,795
Other current assets	1,803
Accounts payable and accrued liabilities	(39,156		)
Accrued income taxes	(1,251		)
Working capital excluding Rig materials and supplies	17,200
Rig materials and supplies	11,514
Property, plant and equipment, net ⁽²⁾	70,339
Investment in joint venture	4,134
Other noncurrent assets	2,818
Total tangible assets	106,005
Deferred income tax assets - current	222
Deferred income tax assets - noncurrent ⁽³⁾	14,153
Intangible Assets ⁽⁴⁾
Trade name, developed technology, and customer relationship	10,000
Indefinite-lived intangible assets	200
Total assets acquired	130,580
Other long-term liabilities	(211		)
Long-term deferred tax liability	(2,661		)
Net assets acquired	127,708
Less: Noncontrolling interest ⁽⁵⁾	(2,708		)
Total consideration transferred	$	125,000

(4) We recorded $10.0 million and $0.2 million to reflect the estimated fair values of definite and indefinite lived intangible assets, respectively, recognized in connection with the ITS Acquisition. Our depreciation and amortization expense will reflect this valuation adjustment as the definite lived intangible assets are amortized in future periods. Definite lived intangible assets recorded in connection with the ITS Acquisition, which primarily relate to trade names, customer relationships, and developed technology will be amortized over a weighted average period of approximately 3.4 years.

Acquisition-related transaction costs consisted of various advisory, legal, accounting, valuation and other professional or consulting fees totaling $11.4 million and $14.4 million, respectively for the three and six month periods ended June 30, 2013, and were expensed as incurred and included in general and administrative expense on our condensed consolidated statement of operations. Debt issuance costs of $5.4 million associated with our $125 million

The following unaudited supplemental pro forma results present consolidated information for the six months ended June 30, 2013 as if the ITS Acquisition had been completed on January 1, 2012. The pro forma results have been calculated after applying our accounting policies and include, among others, (i) the amortization associated with the fair value of the acquired intangible assets, (ii) interest expense associated with the term loan issued to fund the ITS Acquisition and (iii) the impact of certain fair value adjustments such as a decrease in depreciation expense related to the write-down in property, plant and equipment. The pro forma results do not include any potential synergies, non-recurring charges which result directly from the ITS Acquisition, cost savings or other expected benefits of the ITS Acquisition. The pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place at the beginning of the period presented and should not be taken as representative of our future consolidated results of operations. We have not concluded our integration work. Accordingly, this pro forma information does not include all costs related to the integration nor the benefits we expect to realize from operating synergies, such as consolidating procurement activities.



	Three Months Ended June 30, 2013
	Income (Numerator)		Shares (Denominator)	Per-Share Amount
Basic EPS	$	8,281,000	119,483,780	$	0.07
Effect of dilutive securities:
Restricted stock	—		2,376,231	—
Diluted EPS	$	8,281,000	121,860,011	$	0.07

	Six Months Ended June 30, 2013
	Income (Numerator)		Shares (Denominator)	Per-Share Amount

Basic EPS	$	8,873,000	119,177,431	$	0.07
Effect of dilutive securities:
Restricted stock	—		2,320,792	—
Diluted EPS	$	8,873,000	121,498,223	$	0.07

	Three Months Ended June 30, 2012
	Income (Numerator)		Shares (Denominator)	Per-Share Amount
Basic EPS	$	20,083,000	117,410,212	$	0.17
Effect of dilutive securities:
Stock options and restricted stock	—		1,116,667	—
Diluted EPS	$	20,083,000	118,526,879	$	0.17

	Six Months Ended June 30, 2012
	Income (Numerator)		Shares (Denominator)	Per-Share Amount
Basic EPS	$	46,475,000	117,129,364	$	0.40
Effect of dilutive securities:
Stock options and restricted stock	—		1,493,673	(0.01		)
Diluted EPS	$	46,475,000	118,623,037	$	0.39

We report our business activities in five business segments: (1) Rental Tools, (2) U.S. Barge Drilling, (3) U.S. Drilling, (4) International Drilling, and (5)Technical Services. As of December 31, 2012, we had a sixth business segment, Construction Contract, for which there was no activity during the three and six months ended June 30, 2013 or the comparable period in 2012. We eliminate inter-segment revenues and expenses. As of and for the three months ended June 30, 2013, the results of operations for ITS, acquired on April 22, 2013, are included in our Rental Tools segment.



	Three Months Ended June 30,						Six Months Ended June 30,
Operations by Reportable Industry Segment	2013			2012			2013			2012
	(Dollars in Thousands)						(Dollars in Thousands)
Revenues:
Rental Tools	$	82,022		$	65,002		$	139,105		$	131,286
U.S. Barge Drilling	38,301			33,292			68,165			61,127
U.S. Drilling	17,910			—			29,545			—
International Drilling⁽¹⁾	83,182			76,923			147,832			155,673
Technical Services	4,586			3,708			8,509			7,408
Total revenues	226,001			178,925			393,156			355,494
Operating gross margin:
Rental Tools⁽²⁾	25,149			31,251			46,656			64,853
U.S. Barge Drilling⁽²⁾	16,660			11,014			25,417			18,171
U.S. Drilling⁽²⁾	(666		)	(1,623		)	(4,719		)	(3,170		)
International Drilling⁽²⁾	8,925			6,056			2,983			20,615
Technical Services⁽²⁾	104			(258		)	432			(11		)
Total operating gross margin	50,172			46,440			70,769			100,458
General and administrative expense	(22,378		)	(7,420		)	(35,261		)	(12,917		)
Gain on disposition of assets, net	517			1,368			1,665			1,860
Total operating income	28,311			40,388			37,173			89,401
Interest expense	(10,741		)	(8,925		)	(20,747		)	(16,962		)
Changes in fair value of derivative positions	17			38			54			(11		)
Interest income	2,203			53			2,251			79
Loss on extinguishment of debt	—			(1,649		)	—			(1,649		)
Other	(183		)	20			(56		)	36
Income before income taxes	$	19,607		$	29,925		$	18,675		$	70,894

Operations by Reportable Industry Segment
	June 30, 2013			December 31, 2012
Identifiable assets:
Rental Tools	$	368,371		$	194,600
U.S. Barge Drilling	111,711			99,409
U.S. Drilling	340,773			374,794
International Drilling	487,005			414,546
Total identifiable assets	1,307,860			1,083,349
Corporate assets⁽³⁾	128,677			172,384
Total assets	$	1,436,537		$	1,255,733

Assets held for sale of $8.7 million as of June 30, 2013 was comprised of the net book value of two land rigs and related inventory located in Kazakhstan, one barge rig and related inventory located in Mexico, and a building located in Tulsa, OK. Management expects to sell the barge rig located in Mexico within one year. The barge rig was in the Latin America rig fleet and has historically been included in the international drilling segment. We believe the carrying amount of the assets will be recoverable through sale of the assets.

As of June 30, 2013, for three rigs which had previously been recorded as assets held for sale as of December 31, 2010, management concluded the current facts and circumstances underlying the sale indicate it is no longer probable that a sale will be consummated within a reasonable time period. As a result, we reclassified assets previously recorded in the category as assets held for sale to assets held and used. The assets were reclassified at their carrying amount before the assets were classified as held for sale, adjusted for depreciation expense that would have been recognized had the assets been continuously classified as held and used. We believe the updated carrying value approximates the market value for these assets. The amount of additional depreciation recorded during the quarter ended June 30, 2013 to place the assets in held and used categorization was $0.7 million.

We apply the accounting guidance related to accounting for uncertainty in income taxes. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. At June 30, 2013, we had a liability for unrecognized tax benefits of $10.1 million (which includes $3.3 million of benefits which would favorably impact our effective tax rate upon recognition) primarily related to foreign operations. As of June 30, 2012, we had a liability for unrecognized tax benefits of $14.8 million ($6.9 million of which, if recognized, would favorably impact our effective tax rate) primarily related to foreign operations. In addition, we recognize interest and penalties that could be applied to uncertain tax positions in periodic income tax expense. As of June 30, 2013 and December 31, 2012, we had approximately $7.6 million and $7.0 million, respectively, of accrued interest and penalties related to uncertain tax positions.

Income tax expense was $11.2 million for the second quarter of 2013 as compared to $9.8 million for the second quarter of 2012. The increase in current period tax expense is primarily due to a shift in the mix of our foreign and domestic operation's pre-tax earnings from $29.9 million in the 2012 second quarter and $19.6 million in the 2013 second quarter. In addition, our tax expense was $1.9 million higher during the second quarter due to non-deductible acquisition-related transaction costs and recorded expenses of $0.6 million related to prior period returns filed during the quarter.

On March 22, 2010, we issued $300.0 million aggregate principal amount of 9.125% Senior Notes (9.125% Notes) pursuant to an Indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. Net proceeds from the 9.125% Notes offering were primarily used to redeem the $225.0 million aggregate principal amount of our 9.625% Senior Notes due 2013 and to repay $42.0 million of borrowings under our senior secured revolving credit facility (Revolver).

On April 25, 2012, we issued an additional $125.0 million aggregate principal amount of 9.125% Notes under the same indenture at a price of 104.0% of par, resulting in gross proceeds of $130.0 million. Net proceeds from the offering were utilized to refinance $125.0 million aggregate principal amount of the 2.125% Convertible Senior Notes due July 2012 (2.125% Notes). We repurchased $122.9 million aggregate principal amount of the 2.125% Notes tendered pursuant to a tender offer on May 9, 2012 and paid off the remaining $2.1 million at their stated maturity on July 15, 2012.

The 9.125% Notes are general unsecured obligations of the Company and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 9.125% Notes are jointly and severally guaranteed by substantially all of our direct and indirect domestic subsidiaries other than immaterial subsidiaries and subsidiaries generating revenues primarily outside the United States. Interest on the 9.125% Notes is payable on April 1 and October 1 of each year. Debt issuance costs related to the 9.125% Notes of approximately $11.6 million ($8.4 million, net of amortization as of June 30, 2013) are being amortized over the term of the notes using the effective interest rate method.

At any time prior to April 1, 2013, we could have redeemed up to 35 percent of the aggregate principal amount of the 9.125% Notes at a redemption price of 109.125 percent of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings by us. On and after April 1, 2014, we may redeem all or a part of the 9.125% Notes upon appropriate notice, at a redemption price of 104.563 percent of the principal amount, and at redemption prices decreasing each year thereafter to par beginning April 1, 2016. If we experience certain changes in control, we must offer to repurchase the 9.125% Notes at 101.0 percent of the aggregate principal amount, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase.

The Indenture restricts our ability and the ability of certain subsidiaries to: (i) sell assets, (ii) pay dividends or make other distributions on capital stock or redeem or repurchase capital stock or subordinated indebtedness, (iii) make investments, (iv) incur or guarantee additional indebtedness; (v) create or incur liens; (vi) enter into sale and leaseback transactions; (vii) incur dividend or other payment restrictions affecting subsidiaries, (viii) merge or consolidate with other entities, (ix) enter into transactions with affiliates, and (x) engage in certain business activities. Additionally, the Indenture contains certain restrictive covenants designating certain events as Events of Default. These covenants are subject to a number of important exceptions and qualifications.

In connection with the ITS Acquisition described in Note 2 on April 18, 2013, we entered into a $125 million Term Loan, fully funded by Goldman Sachs Bank USA as Sole Lead Arranger and Administrative Agent (the Goldman Term Loan). The Goldman Term Loan bears interest on the outstanding principal amount at a rate per annum equal to (a) for the period from April 18, 2013 to June 30, 2013 (or May 9, 2013, in the event certain marketing materials have not been provided by May 9, 2013) (the Initial Step-Up Date), 6.5%, (b) for the period from the Initial Step-Up Date to April 15, 2014, 7.5%, and (c) from April 15, 2014 to maturity, 8.5%. Quarterly interest payments are due on the last business day of each March, June, September, and December. In addition, a Duration Fee of 1.00% is payable on June 30, 2013 for the aggregate principal amount of the the Goldman Term Loan outstanding on such date. The Goldman Term Loan is senior unsecured debt of the Company and has a maturity of April 18, 2018.

Subsequent to the end of the second quarter, we entered into the first amendment to the Goldman Term Loan on July 19, 2013. The amendment revised the effective date for both the Initial Step-Up Date and the Duration Fee to August 15, 2013. The Goldman Term Loan of $125 million was repaid on July 30, 2013 with net proceeds from the issuance of $225.0 million aggregate principal amount of 7.50% Senior Notes due August 1, 2020 (see Note 14 - Subsequent Events).

On December 14, 2012, we entered into an Amended and Restated Credit Agreement (Credit Agreement) consisting of a senior secured $80.0 million revolving facility (Revolver) and a senior secured term loan facility (Term Loan) of $50.0 million. The Credit Agreement provides that, subject to certain conditions, including the approval of the Administrative Agent and the lenders’ acceptance (or additional lenders being joined as new lenders), the amount of the

Our obligations under the Credit Agreement are guaranteed by substantially all of our domestic subsidiaries, each of which have executed guaranty agreements; and are secured by first priority liens on our accounts receivable, specified barge rigs and rental equipment. The Credit Agreement contains customary affirmative and negative covenants with which we were in compliance as of June 30, 2013 and December 31, 2012. The Credit Agreement matures on December 14, 2017.

Our Revolver is available for general corporate purposes and to support letters of credit. Interest on Revolver loans accrues at a Base Rate plus an Applicable Rate or LIBOR plus an Applicable Rate. Under the Credit Agreement, the Applicable Rate varies from a rate per annum ranging from 2.50 percent to 3.00 percent for LIBOR rate loans and 1.50 percent to 2.00 percent for base rate loans, determined by reference to the consolidated leverage ratio (as defined in the Credit Agreement). Revolving loans are available subject to a borrowing base calculation based on a percentage of eligible accounts receivable, certain specified barge drilling rigs and rental equipment of the Company and its subsidiary guarantors. There were no revolving loans outstanding at June 30, 2013 and December 31, 2012. Letters of credit outstanding as of June 30, 2013 and December 31, 2012 totaled $2.1 million and $4.5 million, respectively.

On July 19, 2013, we entered into an amendment to our Credit Agreement which, among other things, permits us or any of our subsidiaries (other than certain immaterial subsidiaries) to incur indebtedness pursuant to additional unsecured senior notes in an aggregate principal amount not to exceed $250.0 million at any one time outstanding; provided that any such notes shall (x) have a scheduled maturity occurring after the maturity date of our senior secured credit facility, (y) contain terms (including covenants and events of default) no more restrictive, taken as a whole, to us and our subsidiaries than those contained in our senior secured credit facility and (z) have no scheduled amortization, no sinking fund requirements and no maintenance financial covenants. In addition, pursuant to the amendment, and subject to the terms and conditions set forth in the Credit Agreement, to the extent we repay the principal amount of Term Loans outstanding under our senior secured credit facility, until April 30, 2014 we may reborrow, in the form of additional term loans, up to $45 million of the principal amount of such outstanding term loans we have repaid, provided that such $45 million reborrowing amount will decrease by $2.5 million at the end of each quarter beginning September 30, 2013 and ending March 31, 2014, such that the reborrowing availability on April 30, 2014 would be $37.5 million. The Term Loan was repaid on July 30, 2013 with net proceeds from the issuance of $225.0 million aggregate principal of 7.50% Senior Notes due August 1, 2020. (See Note 14 - Subsequent Events).

The Company entered into two variable-to-fixed interest rate swap agreements as a strategy to manage the floating rate risk on the Term Loan borrowings under the Credit Agreement. The two agreements fixed the interest rate on a notional amount of $73.0 million of borrowings at 3.878% for the period beginning June 27, 2011 and terminating May 14, 2013. The notional amount of the swap agreements decreased correspondingly with amortization of the Term Loan under the Existing Credit Agreement. We do not apply hedge accounting to the agreements and, accordingly, mark-to-market change in the fair value of the interest rate swaps are recognized in earnings. As of June 30, 2013 the swap agreements had expired and as of December 31, 2012, the fair value of the interest rate swap was a liability of less than $0.1 million and is recorded in accrued liabilities in our consolidated balance sheets. For the quarters ended June 30, 2013 and 2012, we recognized in earnings a nominal gain and a nominal loss, respectively, relating to these contracts.

Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. For purposes of recording fair value adjustments for certain financial and non-financial assets and liabilities, and determining fair value disclosures, we estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability.

When multiple input levels are required for a valuation, we categorize the entire fair value measurement according to the lowest level of input that is significant to the entire measurement even though we may also have utilized significant inputs that are more readily observable. The amounts reported in our consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value. The carrying amount of our interest rate swap agreements represents the estimated fair value, measured using Level 2 inputs. At June 30, 2013 the swap agreements had expired and as of December 31, 2012, the carrying amount of our interest rate swap agreements was a liability of less than $0.1 million, recorded in accrued liabilities on our consolidated balance sheets.

The table above includes contingent consideration deposited in escrow for assets not acquired in the ITS Acquisition. The fair value is contingent upon certain future liabilities that could become due by ITS in certain jurisdictions. Any payments in relation to these liabilities will be deducted from the $5.0 million escrow amount and the net balance of the escrow will be paid to the Seller. The fair value measurement of the contingent consideration is based on inputs that are not observable in the market and therefore represent level 3 inputs.

The table above excludes assets and liabilities measured on a one-time non-recurring basis that were acquired as part of the ITS Acquisition. See Note 2 - Acquisition of ITS, for more information. The assets acquired and liabilities assumed in the ITS Acquisition were recorded at fair value in accordance with U.S. GAAP. Acquisition date fair values represent either Level 2 fair value measurements (current assets and liabilities, property, plant and equipment) or Level 3 fair value measurements (intangible assets).

In 2003, we received an information request under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) designating Parker Drilling Offshore Corporation, a subsidiary of Parker Drilling, as a potentially responsible party with respect to the Gulfco Marine Maintenance, Inc. Superfund Site in Freeport, Texas (EPA No. TX 055144539). We responded to this request and in January 2008 received an administrative order to participate in an investigation of the site and a study of the remediation needs and alternatives. The EPA alleges that our subsidiary is a successor to a party who owned the Gulfco site during the time when chemical releases took place there. In December 2010, we entered into an agreement with two other potentially responsible parties, pursuant to which we agreed to pay 20 percent of past and future costs to study and remediate the site. The EPA also issued notice letters to several other parties who may also participate in funding the site remediation costs. On March 20, 2013 we received a Notice of Completion from the EPA confirming that all required activity for removal and remediation has been completed, except for ongoing monitoring costs. As of June 30, 2013, the Company had made certain participating payments and had accrued $0.7 million for our portion of certain unreimbursed past costs and the estimated future cost of monitoring.

Under the terms of the resolution with the DOJ, the Company entered into a deferred prosecution agreement (DPA), under which the DOJ will defer for three years prosecuting the Company for criminal violations of the anti-bribery provisions of the FCPA relating to the Company's retention and use of an individual agent in Nigeria with respect to certain customs-related issues, in return for: (i) the Company's acceptance of responsibility for, and agreement not to contest or contradict the truthfulness of, the statement of facts and allegations that have been filed in a United States District Court concurrently with the DPA; (ii) the Company's payment of an approximately $11.76 million fine; (iii) the Company's reaffirming its commitment to compliance with the FCPA and other applicable anti-corruption laws in connection with the Company's operations, and continuing cooperation with domestic and foreign authorities in connection with the matters that are the subject of the DPA; (iv) the Company's commitment to continue to address any identified areas for improvement in the Company's internal controls, policies and procedures relating to compliance with the FCPA and other applicable anti-corruption laws if, and to the extent, not already addressed; and (v) the Company's agreement to report to the DOJ in writing annually during the term of the DPA regarding remediation of the matters that are the subject of the DPA, implementation of any enhanced internal controls, and any evidence of improper payments the Company may have discovered during the term of the agreement. If the Company remains in compliance with the terms of the DPA throughout its effective period, the charge against the Company will be dismissed with prejudice.

Under the terms of the resolution with the SEC, the Commission approved a settlement with the Company, pursuant to which the SEC filed a civil complaint in a United States District Court charging the Company with violations of the anti-bribery, books and records and internal control provisions of the FCPA, and the Company consented to the entry of a final judgment of permanent injunction barring future violations of the anti-bribery, books and records and internal controls provisions of the FCPA. The Company also agreed to the payment of disgorgement of approximately $3.05 million and prejudgment interest of approximately $1.04 million, for a total of approximately $4.09 million. The agreement with the SEC does not require the payment of a civil monetary fine, and neither the proposed agreement with the DOJ nor the proposed agreement with the SEC requires the appointment of a monitor to oversee the Company's activities or compliance with applicable laws. The final judgment has been approved by the court.

As previously disclosed, we have taken and continue to take certain steps to enhance our existing anti-bribery compliance efforts, including retaining a full-time Chief Compliance Officer who reports to the Chief Executive Officer and Audit Committee and full-time staff to assist him; adopting revised FCPA policies, procedures, and controls; increasing training and testing requirements; strengthening contractual provisions for our service providers that interface with foreign

In April 2010, we received a demand letter from a law firm representing Ernest Maresca. The letter states that Mr. Maresca is one of our stockholders and that he believes that certain of our current and former officers and directors violated their fiduciary duties related to the issues described above under “Customs Agent and Foreign Corrupt Practices Act (FCPA) Settlement.” The letter requests that our Board of Directors take action against the individuals in question. In response to this letter, the Board formed a special committee to investigate the issues raised in the letter and recommend a course of action for the Company. The special committee engaged its own counsel for the investigation and evaluated potential claims against all individuals identified in the demand letter. The special committee considered whether pursuing each of the individuals named in the demand letter was in the best interests of the Company based upon a variety of factors, including among others, whether the Company had a potential cause of action against the individual, the defenses the individual might offer to such a claim, the ability of the individual to satisfy any judgment the Company might secure as a result of a claim asserted, and other risks to the Company of pursuing the claims. After taking various factors into account, on July 29, 2013, the special committee recommended to the Board that the Company not pursue any action against the current and former officers and directors named in the demand letter, and the Board accepted such recommendation.

Our due diligence process with respect to the ITS Acquisition identified certain transactions that suggest that ITS' internal controls may have failed to prevent violations of potentially applicable international trade and anti-corruption laws, including those of the United Kingdom. As part of the integration process with respect to ITS, we will continue our review of ITS' activities to further identify potential violations of applicable international trade and anti-corruption laws and will promptly apply our developed systems of internal controls, Code of Conduct, policies and procedures to the acquired businesses to help ensure prevention of potential future violations. As appropriate, we will make any identified violations known to relevant authorities, cooperate with any resulting investigations and take proper remediation measures (including seeking any necessary government authorizations). While it is possible that matters may arise where a contingency may require further accounting considerations, we do not believe that as a result of these matters a loss is probable nor is a loss estimable at this time.

Effective January 1, 2012, we adopted the accounting standards update that changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Some of the amendments included in this update are intended to clarify the applications of existing fair value measurement requirements. The update was effective for annual periods beginning after December 15, 2011. Our adoption did not have a material effect on the disclosures contained in our notes to the consolidated financial statements.

In July 2012, the FASB issued an update to existing guidance on the impairment assessment of indefinite-lived intangibles. This update simplifies the impairment assessment of indefinite-lived intangibles by allowing companies to consider qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount before performing the two step impairment review process. The adoption of this update did not have an impact on our condensed consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires that companies present, either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. This accounting guidance is effective for our first quarter in fiscal 2014 and is only expected to impact the presentation of our consolidated financial statements and related notes.

Set forth on the following pages are the consolidating condensed financial statements of Parker Drilling. The Company’s 9.125% Notes are guaranteed by substantially all of its direct and indirect domestic subsidiaries other than immaterial subsidiaries generating revenues primarily outside the United States. There are currently no restrictions on the ability of the guarantor to transfer funds to Parker Drilling in the form of cash dividends, loans or advances. Parker Drilling is a holding company with no operations, other than through its subsidiaries. Separate financial statements for each guarantor company are not provided as the Company complies with the exception to Rule 3-10(a)(1) of Regulation S-X, set forth in sub-paragraph (f) of such rule. All guarantor subsidiaries are owned 100 percent by Parker Drilling, all guarantees are full and unconditional and all guarantees are joint and several.



	June 30, 2013
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	14,706		$	5,043		$	49,859		$	—		$	69,608
Accounts and notes receivable, net	415,294			127,661			368,236			(659,751		)	251,440
Rig materials and supplies	—			2,514			36,715			—			39,229
Deferred costs	—			65			10,757			—			10,822
Deferred income taxes	—			11,950			4,461			—			16,411
Other tax assets	1,152			(783		)	13,353			—			13,722
Assets held for sale	—			1,771			6,885			—			8,656
Other current assets	—			11,343			8,475			—			19,818
Total current assets	431,152			159,564			498,741			(659,751		)	429,706
Property, plant and equipment, net	60			557,331			295,422			—			852,813
Investment in subsidiaries and intercompany advances	818,597			(241,693		)	1,705,099			(2,282,003		)	—
Other noncurrent assets	53,989			54,771			45,258			—			154,018
Total assets	$	1,303,798		$	529,973		$	2,544,520		$	(2,941,754	)	$	1,436,537

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	10,000		$	—		$	—		$	—		$	10,000
Accounts payable and accrued liabilities	68,206			90,012			373,142			(362,230		)	169,130
Accrued income taxes	(35,299		)	41,885			389			—			6,975
Total current liabilities	42,907			131,897			373,531			(362,230		)	186,105
Long-term debt	589,147			—			—			—			589,147
Other long-term liabilities	3,933			5,075			13,735			—			22,743
Long-term deferred tax liability				40,892			(9,586		)	—			31,306
Intercompany payables	62,584			43,657			356,331			(462,572		)	—
Contingencies	—			—			—			—			—
Stockholders’ equity:
Common stock	19,995			18,049			43,003			(61,052		)	19,995
Capital in excess of par value	651,535			733,899			1,579,458			(2,313,357		)	651,535
Accumulated other comprehensive income	—			—			(564		)	—			(564		)
Retained earnings (accumulated deficit)	(66,303		)	(443,496		)	186,602			257,457			(65,740		)
Total controlling interest stockholders’ equity	605,227			308,452			1,808,499			(2,116,952		)	605,226
Noncontrolling interest	—			—			2,010			—			2,010
Total equity	605,227			308,452			1,810,509			(2,116,952		)	607,236
Total liabilities and stockholders’ equity	$	1,303,798		$	529,973		$	2,544,520		$	(2,941,754	)	$	1,436,537



	December 31, 2012
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	42,251		$	11,023		$	34,612		$	—		$	87,886
Accounts and notes receivable, net	289,957			98,747			292,644			(512,786		)	168,562
Rig materials and supplies	—			2,834			26,026			—			28,860
Deferred costs	—			—			1,089			—			1,089
Deferred income taxes	—			7,615			1,127			—			8,742
Other tax assets	46,249			(31,136		)	18,411			—			33,524
Assets held for sale	—			—			6,800			—			6,800
Other current assets	—			8,675			4,146			—			12,821
Total current assets	378,457			97,758			384,855			(512,786		)	348,284
Property, plant and equipment, net	60			548,794			240,269			—			789,123
Investment in subsidiaries and intercompany advances	780,878			(233,388		)	1,467,429			(2,014,919		)	—
Other noncurrent assets	43,569			59,541			15,216			—			118,326
Total assets	$	1,202,964		$	472,705		$	2,107,769		$	(2,527,705	)	$	1,255,733
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	10,000		$	—		$	—		$	—		$	10,000
Accounts payable and accrued liabilities	65,839			93,243			205,864			(227,200		)	137,746
Accrued income taxes	—			612			3,508			—			4,120
Total current liabilities	75,839			93,855			209,372			(227,200		)	151,866
Long-term debt	469,205			—			—			—			469,205
Other long-term liabilities	3,933			6,129			13,120			—			23,182
Long-term deferred tax liability	—			36,894			(16,047		)	—			20,847
Intercompany payables	62,583			43,657			216,320			(322,560		)	—
Contingencies	—			—			—			—			—
Stockholders’ equity:
Common stock	19,818			18,049			43,003			(61,052		)	19,818
Capital in excess of par value	646,217			733,112			1,455,246			(2,188,358		)	646,217
Accumulated other comprehensive income	—			—			—			—			—
Retained earnings (accumulated deficit)	(74,631		)	(458,991		)	187,526			271,465			(74,631		)
Total controlling interest stockholders’ equity	591,404			292,170			1,685,775			(1,977,945		)	591,404
Noncontrolling interest	—			—			(771		)	—			(771		)
Total Equity	591,404			292,170			1,685,004			(1,977,945		)	590,633
Total liabilities and stockholders’ equity	$	1,202,964		$	472,705		$	2,107,769		$	(2,527,705	)	$	1,255,733



	Three months ended June 30, 2013
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated

Total revenues	$	—		$	121,848		$	133,057		$	(28,904	)	$	226,001
Operating expenses	—			63,833			108,620			(28,904		)	143,549
Depreciation and amortization	—			18,721			13,559			—			32,280
Total operating gross margin	—			39,294			10,878			—			50,172
General and administration expense ⁽¹⁾	(46		)	(22,160		)	(172		)	—			(22,378		)
Gain on disposition of assets, net	—			843			(326		)	—			517
Total operating income (loss)	(46		)	17,977			10,380			—			28,311
Other income and (expense):
Interest expense	(11,719		)	(35		)	(2,765		)	3,778			(10,741		)
Changes in fair value of derivative positions	17			—			—			—			17
Interest income	1,437			1,144			3,400			(3,778		)	2,203
Other	—			(269		)	86			—			(183		)
Equity in net earnings of subsidiaries	13,828			—			—			(13,828		)	—
Total other income (expense)	3,563			840			721			(13,828		)	(8,704		)
Income (benefit) before income taxes	3,517			18,817			11,101			(13,828		)	19,607
Total income tax expense (benefit)	(4,764		)	12,182			3,815			—			11,233
Net income (loss)	8,281			6,635			7,286			(13,828		)	8,374
Less: Net income (loss) attributable to noncontrolling interest	—			—			93			—			93
Net income (loss) attributable to controlling interest	$	8,281		$	6,635		$	7,193		$	(13,828	)	$	8,281



	Three Months Ended June 30, 2012
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated

Total revenues	$	—		$	104,767		$	98,036		$	(23,878	)	$	178,925
Operating expenses	—			47,632			80,772			(23,878		)	104,526
Depreciation and amortization	—			15,665			12,294			—			27,959
Total operating gross margin	—			41,470			4,970			—			46,440
General and administration expense ⁽¹⁾	(44		)	(7,078		)	(298		)	—			(7,420		)
Gain on disposition of assets, net	—			197			1,171			—			1,368
Total operating income (loss)	(44		)	34,589			5,843			—			40,388
Other income and (expense):
Interest expense	(9,817		)	(35		)	(2,023		)	2,950			(8,925		)
Changes in fair value of derivative positions	38			—			—			—			38
Interest income	8,504			4,537			34,070			(47,058		)	53
Loss on extinguishment of debt	(1,649		)	—			—			—			(1,649		)
Other	—			23			(3		)	—			20
Equity in net earnings of subsidiaries	19,057			—			—			(19,057		)	—
Total other income (expense)	16,133			4,525			32,044			(63,165		)	(10,463		)
Income (loss) before income taxes	16,089			39,114			37,887			(63,165		)	29,925
Income tax expense (benefit)	(3,994		)	13,668			143			—			9,817
Net income (loss)	20,083			25,446			37,744			(63,165		)	20,108
Less: Net income (loss) attributable to noncontrolling interest	—			—			25			—			25
Net income (loss) attributable to controlling interest	$	20,083		$	25,446		$	37,719		$	(63,165	)	$	20,083



	Six Months Ended June 30, 2013
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated

Total revenues	$	—		$	226,210		$	219,357		$	(52,411	)	$	393,156
Operating expenses	—			122,411			190,595			(52,411		)	260,595
Depreciation and amortization	—			37,380			24,412			—			61,792
Total operating gross margin	—			66,419			4,350			—			70,769
General and administration expense ⁽¹⁾	(91		)	(34,914		)	(256		)	—			(35,261		)
Gain on disposition of assets, net	—			1,952			(287		)	—			1,665
Total operating income (loss)	(91		)	33,457			3,807			—			37,173
Other income and (expense):
Interest expense	(22,699		)	(59		)	(6,182		)	8,193			(20,747		)
Changes in fair value of derivative positions	54			—			—			—			54
Interest income	3,006			1,334			6,104			(8,193		)	2,251



Delaware		73-0618660
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5 Greenway Plaza, Suite 100, Houston, Texas		77046
(Address of principal executive offices)		(Zip code)



	Page
Part I. Financial Information	3
Item 1. Financial Statements	3
Consolidated Condensed Balance Sheets as at June 30, 2013 (Unaudited) and December 31, 2012	3
Consolidated Condensed Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2013 and 2012	4
Consolidated Condensed Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2013 and 2012	5
Consolidated Condensed Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2013 and 2012	6
Notes to the Unaudited Consolidated Condensed Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures about Market Risk	43
Item 4. Controls and Procedures	43

Part II. Other Information	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5. Other Information	46
Item 6. Exhibits	47
Signatures	48



Cash paid to, or on behalf of, ITS and its equity holders	$	101,000
Cash deposited in escrow	19,000
Fair value of contingent consideration deposited in escrow for assets not acquired ⁽¹⁾	5,000
Total fair value of the consideration transferred	$	125,000



	June 30, 2013		December 31, 2012
	(Dollars in Thousands)
9.125% Senior Notes, due April 2018	$	429,147	$	429,205
Goldman Term Loan, due April 2018	125,000		—
Term Note, due December 2017	45,000		50,000
Total debt	599,147		479,205
Less current portion	10,000		10,000
Total long-term debt	$	589,147	$	469,205



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


(1)	In the second quarter of 2013, our largest customer, Exxon Neftegas Limited (ENL), constituted 13.9% of our total consolidated revenues and approximately 37.7% of our International Drilling segment. In the second quarter of 2012, no single customer contributed 10% or more of our year-to-date consolidated revenues.


(2)	Operating gross margin is calculated as revenues less direct operating expenses, including depreciation and amortization expense.


(3)	This category includes corporate assets as well as minimal assets for our Technical Services segment primarily related to office furniture and fixtures.


•	Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets;


•	Level 2 — Direct or indirect observable inputs, including quoted prices or other market data, for similar


•	Level 3 — Unobservable inputs that require significant judgment for which there is little or no market data.



	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Long-term Debt
9.125% Notes	$	425,000	$	449,438	$	425,000	$	453,688
Total	$	425,000	$	449,438	$	425,000	$	453,688



Liabilities:	Level 1		Level 2		Level 3		Total
Deposits in escrow	$	—	$	—	$	5,000	$	5,000
Total Liabilities	$	—	$	—	$	5,000	$	5,000


3.	Earnings per share (EPS)


4.	Reportable Segments


6.	Accounting for Uncertainty in Income Taxes


7.	Income Tax Benefit/Expense


13.	Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements