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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------------- -------------------
COMMISSION FILE NUMBER 1-7573
----------------------
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0618660
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Parker Building, Eight East Third Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (918) 585-8221
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
As of March 31, 1997, 68,512,525 common shares were outstanding.
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<TABLE>
PARKER DRILLING COMPANY
INDEX
<CAPTION>
<S> <C>
Part I. Financial Information Page No.
Consolidated Condensed Balance Sheets (Unaudited) -
February 28, 1997 and August 31, 1996 2
Consolidated Condensed Statements of Operations (Unaudited) -
Three and Six Months Ended February 28, 1997 and
February 29, 1996 3
Consolidated Condensed Statements of Cash Flows (Unaudited) -
Six Months Ended February 28, 1997 and February 29, 1996 4
Notes to Unaudited Consolidated Condensed
Financial Statements 6 - 7
Report of Independent Accountants 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 12
Part II. Other Information
Item 4, Submission of Matters to a Vote of Security-Holders 13
Item 6, Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit 15, Letter Re Unaudited Interim 15
Financial Information
Exhibit 27, Financial Data Schedule (EDGAR version only)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PART 1. FINANCIAL INFORMATION
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
February 28, August 31,
1997 1996
ASSETS ----------- ----------
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 54,597 $ 61,738
Other short-term investments 3,151 16,247
Accounts and notes receivable 76,059 33,675
Rig materials and supplies 15,441 10,735
Other current assets 13,410 3,653
-------- --------
Total current assets 162,658 126,048
Property, plant and equipment less accumulated
depreciation, depletion and amortization of
$361,875 at February 28, 1997, and $351,714
at August 31, 1996 390,125 124,177
Goodwill, net of accumulated amortization
of $1,415 142,687 -
Other noncurrent assets 45,026 25,734
-------- --------
Total assets $740,496 $275,959
-------- --------
-------- --------
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 19,680 $ 584
Accounts payable and accrued liabilities 47,267 16,326
Accrued income taxes 6,601 6,217
-------- --------
Total current liabilities 73,548 23,127
-------- --------
Long-term debt 383,089 2,794
-------- --------
Other long-term liabilities 10,597 5,990
-------- --------
Common stock, $.16 2/3 par value 11,417 10,888
Capital in excess of par value 280,029 254,955
Retained earnings (accumulated deficit) (17,523) (20,338)
Other (661) (1,457)
-------- --------
Total stockholders' equity 273,262 244,048
-------- --------
Total liabilities and stockholders' equity $740,496 $275,959
-------- --------
-------- --------
See accompanying notes to consolidated condensed financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
------------------ -----------------
Feb. 28, Feb. 29, Feb. 28, Feb. 29,
1997 1996 1997 1996
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Land drilling $45,189 $36,776 $ 82,774 $ 78,280
Offshore drilling 26,214 - 31,500 -
Tool rental 7,087 - 8,800 -
Other 552 1,153 1,166 2,359
------- ------- -------- --------
Total revenues 79,042 37,929 124,240 80,639
------- ------- -------- --------
Operating expenses:
Land drilling 32,166 25,586 58,324 53,987
Offshore drilling 16,474 - 19,650 -
Tool rental 1,686 - 2,025 -
Other 1,494 1,429 2,417 2,820
Depreciation, depletion and
amortization 12,714 5,755 19,612 11,606
General and administrative 4,874 4,939 9,382 9,734
------- ------- -------- --------
Total operating expenses 69,408 37,709 111,410 78,147
------- ------- -------- --------
Operating income 9,634 220 12,830 2,492
Other income and (expense):
Interest expense (9,497) (22) (12,107) (53)
Interest income 896 355 2,017 699
Other income (expense) - net 1,017 836 2,087 1,875
------- ------- -------- --------
Total other income and (expense) (7,584) 1,169 (8,003) 2,521
------- ------- -------- --------
Income before income taxes 2,050 1,389 4,827 5,013
------- ------- -------- --------
Income tax expense 714 1,038 2,012 2,775
------- ------- -------- --------
Net income $ 1,336 $ 351 $ 2,815 $ 2,238
------- ------- -------- --------
Earnings per share,
primary and fully diluted $ .02 $ .01 $ .04 $ .04
------- ------- -------- --------
------- ------- -------- --------
Number of common shares used
in computing earnings per share:
Primary 68,813,466 55,978,658 67,504,241 55,863,977
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Fully diluted 68,821,939 56,038,992 67,545,543 55,950,437
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
See accompanying notes to consolidated condensed financial statements.
/TABLE
<PAGE>
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<TABLE>
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Six Months Ended
--------------------
Feb. 28, Feb. 29,
1997 1996
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,815 $ 2,238
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation, depletion and amortization 19,612 11,606
Expenses not requiring cash 628 23
Change in operating assets and liabilities (23,078) 847
Other-net (1,807) (1,926)
------- -------
Net cash provided by (used in) operating
activities (1,830) 12,788
------- -------
Cash flows from investing activities:
Capital expenditures (31,776) (17,850)
Acquisition of Mallard, net of cash acquired (309,922) -
Acquisition of Quail (66,888) -
Proceeds from the sale of equipment 9,316 4,234
Decrease (increase) in short-term
investments 13,096 (5,209)
Other-net (5,126) (1,140)
------- -------
Net cash provided (used) by investing
activities (391,300) (19,965)
-------- -------
Cash flows from financing activities:
Proceeds from issuance of debt 387,274 -
Principal payments under debt obligations (1,523) (275)
Proceeds from exercise of stock warrants - 1,552
Other 238 (86)
------- -------
Net cash provided by financing
activities 385,989 1,191
------- -------
Net change in cash and cash equivalents (7,141) (5,986)
Cash and cash equivalents at
beginning of period 61,738 20,752
------- -------
Cash and cash equivalents at
end of period $54,597 $14,766
------- -------
------- -------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
Increase (Decrease) in Cash and Cash Equivalents
(Dollars in Thousands)
(Unaudited)
<CAPTION>
<S> <C> <C>
Supplemental cash flow information:
Interest paid $ 3,086 $ 109
Taxes paid $ 2,047 $ 1,334
Business acquisitions in November 1996: Mallard Quail
------- -----
Working capital, net of cash acquired $ 8,168 $ (765)
Property, plant and equipment 232,092 24,099
Purchase price in excess of net assets
acquired 100,548 43,554
Other assets 1,853 -
Noncurrent liabilities (7,739) -
Preferred stock issued (25,000) -
-------- --------
Net cash used in acquisitions $309,922 $ 66,888
-------- --------
Supplemental noncash financing activity:
In November 1996, the Company issued $25,000,000 of preferred stock,
subsequently converted to common stock in December 1996, as a part of the
acquisition of Mallard. (See Note 3.)
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<PAGE>
PARKER DRILLING COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements reflect all adjustments (of a normally
recurring nature) which are necessary for a fair presentation of (1) the
financial position as of February 28, 1997 and August 31, 1996, (2) the
results of operations for the three and six months ended February 28, 1997
and February 29, 1996, and (3) cash flows for the six months ended
February 28, 1997 and February 29, 1996. Results for the six months ended
February 28, 1997, are not necessarily indicative of the results which
will be realized for the year ending August 31, 1997. The year-end
consolidated condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by
generally accepted accounting principles. The financial statements should
be read in conjunction with the Company's Form 10-K for the year ended
August 31, 1996.
2. Earnings per common share are computed by dividing net income by the
weighted average number of common shares outstanding during the period
including the effect of dilutive options when applicable. Common shares,
subject to vesting, granted under the 1969 Key Employee Stock Grant Plan,
1980 Incentive Career Stock Plan and the 1991 Stock Grant Plan are issued
and outstanding and are only considered in the computation of weighted
average shares outstanding when their effect on earnings per share is
dilutive.
3. On November 12, 1996, the Company acquired Mallard Bay Drilling, Inc.
("Mallard") and Quail Tools, Inc. ("Quail"). Both were accounted for by
the purchase method of accounting.
The Company acquired all of the outstanding stock of Mallard from Energy
Ventures, Inc. ("EVI") for $335.0 million, including acquisition costs,
for cash of $310.0 million and $25.0 million of preferred stock which was
converted into 3,056,600 shares of common stock during the second quarter
of fiscal 1997. The purchase price of Mallard is subject to adjustment
for changes in net assets that occurred between the agreement and purchase
dates. Mallard owns and operates 34 drilling and workover barges in the
shallow waters of the Gulf of Mexico and Nigeria, six platform rigs in the
Gulf of Mexico and offshore Peru and six land drilling rigs in Argentina
and Peru.
The Company acquired all of the outstanding stock of Quail for $66.9
million, including acquisition costs. Quail is a provider of premium
rental tools used in well drilling, production and workover primarily to
companies working in the Gulf of Mexico and Gulf Coast land regions. The
excess of purchase price over the fair values of the net assets acquired
was $100.5 million for Mallard and $43.6 million for Quail and has been
recorded as goodwill, which is being amortized on a straight-line basis
over 30 years.
The following unaudited pro forma information presents a summary of the
second quarter consolidated results of operations of the Company and the
acquired entities as if the acquisition had occurred September 1, 1995.
<TABLE>
<CAPTION>
(Thousands except per share amounts)
Three Months Ended Six Months Ended
------------------- -------------------
Feb. 28, Feb. 29, Feb. 28, Feb. 29,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 79,042 $ 61,793 $153,305 $129,551
Net income $ 1,336 $ (7,044) $ 1,338 $(11,603)
Earnings per common share $ .02 $ (.12) $ .02 $ (.20)
</TABLE>
<PAGE>
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
4. The Company financed the acquisitions of Mallard and Quail through the
issuance of $300,000,000 of Senior Notes and a term loan of $100,000,000.
Additionally, the Company issued $25,000,000 of preferred stock which was
converted to 3,056,600 shares of common stock during the second quarter of
fiscal 1997.
The $300,000,000 Senior Notes, which were sold at a $2,355,000 discount,
have an interest rate of 9 3/4% and will mature in 2006. The $100,000,000
term loan was a part of commitment from a syndicate of financial
institutions to establish a Senior Credit Facility which consists of the
term loan and a $45,000,000 revolving credit facility.
The term loan bears interest, at the option of the Company, at prime to
prime plus 0.50% or at 1.75% to 2.25% above the one-, two-, three- and
six-month LIBOR rate, depending on the Company's debt-to-capital ratio (as
defined) and will be paid in quarterly payments, with a final balloon
payment on November 30, 2002. The term loan has no prepayment penalty, is
guaranteed by the principal subsidiaries of the Company and is
collateralized by substantially all of the assets of the Company and the
assets and stock of the Subsidiary Guarantors. The term loan contains
customary representations and warranties and will restrict the Company's
ability to, among other things, incur indebtedness, merge or sell assets
and make investments.
The revolving portion of the Senior Credit Facility is available, subject
to the satisfaction of customary borrowing conditions, for working capital
requirements and general corporate purposes. The revolver will terminate
on December 31, 1998 and will be collateralized by a first lien on the
Company's accounts receivable. Borrowings under the revolver will not be
permitted to exceed a borrowing base equal to 80% of the Company's
eligible accounts receivable. Under the Senior Credit Facility the
Company is prohibited from paying dividends and is required to maintain
certain financial ratios.
5. On March 7, 1997, the Company filed a registration statement for the
registration of 11,565,090 shares of common stock (including a 15 percent
over-allotment option), comprised of 8,508,490 primary shares offered by
the Company and 3,056,600 secondary shares offered by EVI. Public
offerings of 11,203,200 shares have been completed, from which the Company
received net proceeds of approximately $61.9 million.
6. On April 8, 1997, the Company signed a letter of intent to acquire
substantially all of the assets of Bolifor, S.A., a Bolivian-owned
contractor. The Company has agreed to purchase 11 rigs and an inventory
of spare parts, tubulars, camps and vehicles located in Bolivia, Paraguay
and Argentina.
<PAGE>
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholders
Parker Drilling Company
We have reviewed the consolidated condensed balance sheet of Parker
Drilling Company and subsidiaries as of February 28, 1997, and the related
consolidated condensed statements of operations for the three and six month
periods ended February 28, 1997 and 1996 and consolidated condensed statements
of cash flows for the six month periods ended February 28, 1997 and 1996.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of August 31, 1996, and the
related consolidated statements of operations, redeemable preferred stock and
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report, dated October 14, 1996, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of August 31, 1996, is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been derived.
By: /s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
April 14, 1997
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Second Quarter of Fiscal 1997 Compared with Second Quarter of Fiscal 1996
For the second quarter of fiscal 1997 ending February 28, 1997, the
Company recorded net income of $1.3 million as compared to net income of $.4
million for the comparable quarter of fiscal 1996. The second quarter of
fiscal 1997 included a full quarter of results from the operations of Mallard
and Quail which were acquired November 12, 1996, and accounted for using the
purchase method of accounting (see Note 3 of Notes to Unaudited Consolidated
Condensed Financial Statements).
The Company's total revenues increased $41.1 million from last year's
second quarter due, in large part, to revenues generated by the acquired
operations. Offshore barge and tool rental operations generated revenue of
$26.2 million and $7.1 million, respectively, during the second quarter.
Included in the land drilling revenues for the second quarter of fiscal 1997
were $3.3 million derived from Argentina rigs that were a part of the Mallard
acquisition.
Revenues from the Company's United States land drilling operations
increased $3.9 million due primarily to the average rig utilization rate
increasing to 88 percent from last year's 60 percent for the same rigs. All
15 of the United States rigs are under contract and operating as of the end of
the quarter.
Revenues from the Company's international land rigs, excluding Mallard's
Argentina rigs mentioned above, increased $1.2 million from last year's second
quarter. Areas of increased revenues included New Zealand and Pakistan where
the Company resumed operating two rigs in each country. These rigs had
completed contracts in early fiscal 1996. An additional rig has been
refurbished and will begin operating in Pakistan during the third quarter of
fiscal 1997. Revenues from the Company's South America rigs were nearly the
same as last year's second quarter as increased operating days in Colombia and
Peru offset decreases in Argentina.
The Company's offshore drilling and tool rental operations generated a
combined $15.1 million of profit margin (revenues less direct operating
expenses). The land drilling's profit margin of $13.0 million increased $1.8
million from last year due principally to additional utilization and higher
day rates for the United States rigs. Management anticipates that
international and domestic oil and gas companies will maintain, if not
increase, their exploration and development expenditures in the foreseeable
future. As a result, management anticipates that day rates and profit margins
will continue to improve in both the offshore and land drilling markets.
Of the $7.0 million increase in depreciation, depletion and amortization,
$6.5 million was attributable to depreciation on Mallard and Quail assets and
goodwill amortization. Nearly all of the $9.5 million interest expense
consisted of interest and amortization of debt issuance fees and costs on
$400.0 million of borrowings used to finance the acquisitions.
<PAGE>
<PAGE>
RESULTS OF OPERATIONS (continued)
- ---------------------
The $.5 million increase in interest income was due to significantly
higher average cash balances in fiscal 1997. Income tax expense decreased $.3
million as increased taxes on higher profits was offset by the reversal of an
income tax accrual in a country where the Company terminated operations.
First Six Months of Fiscal 1997 Compared with First Six Months of Fiscal 1996
The Company reported net income of $2.8 million for the first six months
of fiscal 1997, an increase of $.6 million from last year's first six months.
As noted in the quarterly comparison, fiscal 1997 included the results of
operations from Mallard and Quail beginning on the acquisition date of
November 12, 1997.
Of the $43.6 million increase in total revenues, $40.3 million was
attributable to the newly-acquired offshore drilling and tool rental
businesses. Land drilling revenues were $4.5 million higher than last year
principally due to revenues generated by Argentina land rigs that were a part
of the Mallard acquisition. A $6.5 million increase in United States land
drilling revenues resulting from higher utilization and day rates was offset
by decreased revenues from Papua New Guinea due to two rigs drawing standby
revenues in fiscal 1997 as opposed to a full operating rate in fiscal 1996.
The overall land drilling average utilization rate for the first six
months of fiscal 1997 was 65 percent as compared to 60 percent last year. The
increase was attributable to an increase in United States average utilization
rate from 62 percent to 84 percent. For comparability purposes, last year's
percentages have been adjusted to exclude rigs subsequently disposed.
The Company's offshore drilling and tool rental segments generated
combined profit margins of $18.6 million. The $24.5 million profit margin
from the land drilling segment was nearly the same as last year.
Depreciation, depletion and amortization increased $8.0 million due to
depreciation expense on Mallard and Quail assets together with goodwill
amortization of $1.3 million. Nearly all of the $12.1 million interest
expense was due to interest and amortization of debt costs associated with the
debt incurred for the acquisitions. Interest income increased $1.3 million
due to higher cash balances in fiscal 1997. Income tax expense decreased $.8
million due to the reversal of an accrual in a country where the Company
terminated operations.
<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and short-term investments were $57.7 million at February 28, 1997,
a decrease of $20.2 million from August 31, 1996. The decrease was primarily
due to capital expenditures of $31.8 million. Capital expenditures incurred
to date include: the substantial upgrade of barge Rig 74 scheduled to begin
work in Nigeria in March 1997; the refurbishment of platform Rig 41 for work
in the Gulf of Mexico and barge Rig 60 for work in the transition zones of the
U.S. Gulf Coast, both of which are scheduled to begin work during the third
quarter; and the upgrade of land Rig 7 which will begin working in Pakistan in
April.
The Company anticipates making approximately $84.0 million of capital
expenditures in fiscal 1997, of which $12.5 million is for expansion of tool
rental operations in the South Texas market.
In December 1996, stockholders approved an amendment to the Company's
Restated Certificate of Incorporation for the purpose of increasing the
authorized number of shares of common stock from 70,000,000 to 120,000,000.
On March 7, 1997, the Company filed a registration statement for the
registration of 11,565,090 shares (including a 15 percent over-allotment
option), comprised of 8,508,490 primary shares offered by the Company and
3,056,600 secondary shares offered by EVI. Public offerings of 11,203,200
shares have been completed, from which the Company received net proceeds of
approximately $61.9 million. Such net proceeds will be used to finance
capital expenditures and retire a portion of the Company's bank term loan.
In November 1996, the Company financed the acquisitions of Mallard and
Quail through the issuance of $300.0 million of Senior Notes and a term loan
of $100.0 million. Additionally, the Company issued $25.0 million of
preferred stock to EVI which was converted into 3,056,600 shares of common
stock during the second quarter of fiscal 1997.
The $300.0 million Senior Notes, which were sold at a $2.4 million
discount, have an interest rate of 9 3/4% and will mature in 2006. The $100.0
million term loan was a part of a commitment from a syndicate of financial
institutions to establish a Senior Credit Facility which consists of the term
loan and a $45.0 million revolving credit facility.
The term loan bears interest, at the option of the Company, at prime to
prime plus 0.50% or at 1.75% to 2.25% above the one-, two-, three- and six-
month LIBOR rate, depending on the Company's debt-to-capital ratio (as
defined). The term loan will be repaid in quarterly installments with a final
balloon payment on November 30, 2002. The term loan has no prepayment
penalty, is guaranteed by the principal subsidiaries of the Company and is
collateralized substantially all of the assets of the Company and the assets
and stock of the Subsidiary Guarantors. The term loan contains customary
representations and warranties and will restrict the Company's ability to,
among other things, incur indebtedness, merge or sell assets, and make
investments.
The revolving portion of the Senior Credit Facility is available for
working capital requirements and general corporate purposes. The revolver
will terminate on December 31, 1998 and is collateralized by a first lien on
the Company's accounts receivable. Borrowings under the revolver will not be
permitted to exceed a borrowing base equal to 80% of the Company's eligible
accounts receivable. Under the Senior Credit Facility, the Company is
prohibited from paying dividends and is required to maintain certain financial
ratios.
<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (continued)
- -------------------------------
Management believes that the current level of cash and short-term
investments, together with net proceeds from the public offering and cash
generated from operations, should be sufficient to finance the Company's
working capital needs and expected capital expenditures during fiscal 1997.
Should new opportunities requiring capital arise, the Company may utilize the
revolving portion of the Senior Credit Facility or may consider seeking
additional equity or long-term debt financing.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The Annual Meeting of Stockholders of the Company was held on
December 18, 1996. In addition to the normal re-election of directors
and independent accountants, stockholders ratified an amendment to
the Company's Restated Certificate of Incorporation for the purpose
of increasing the authorized number of shares of common stock from
70,000,000 to 120,000,000.
<TABLE>
The votes were cast on the amendment as follows:
<CAPTION>
Authority
For Against Withheld Abstentions Non-Votes
--- ------- -------- ----------- ---------
<S> <C> <C> <C> <C>
55,637,503 1,923,073 0 218,700 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S> <C> <C>
(a) Exhibit Page
Exhibit 15 Letter re Unaudited Interim Financial Information 15
Exhibit 27 Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K - Parker Drilling Company filed a Form 8-KA
on January 6, 1997, amending the Form 8-K filed on November 12,
1996, to include financial statement information.
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
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 thereunto duly authorized.
Parker Drilling Company
-----------------------
Registrant
Date: April 14, 1997
By: /s/ James J. Davis
----------------------------------------
James J. Davis
Senior Vice President-Finance and
Chief Financial Officer
By: /s/ Randy Ellis
----------------------------------------
Randy Ellis
Controller and
Chief Accounting Officer
<PAGE>
<PAGE>
<PAGE>
Exhibit 15
April 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Re: Parker Drilling Company
Registration on Form S-8
We are aware that our report dated April 14, 1997, on our review of the
interim financial information of Parker Drilling Company for the period ended
February 28, 1997, and included in this Form 10-Q is incorporated by reference
in the Company's registration statements on Form S-8 (File No. 2-87944, 33-
24155, 33-56698 and 33-57345), Form S-4 (File No. 333-19317) and Form S-3
(File No. 333-22987). Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a part of the registration
statement prepared or certified by us within the meaning of Section 7 and 11
of that Act.
By: /s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEET AS OF FEBRUARY 28, 1997 AND THE
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 54597
<SECURITIES> 3151
<RECEIVABLES> 78517
<ALLOWANCES> 2458
<INVENTORY> 0
<CURRENT-ASSETS> 162658
<PP&E> 752000
<DEPRECIATION> 361875
<TOTAL-ASSETS> 740496
<CURRENT-LIABILITIES> 73548
<BONDS> 383089
0
0
<COMMON> 11417
<OTHER-SE> 261845
<TOTAL-LIABILITY-AND-EQUITY> 740496
<SALES> 0
<TOTAL-REVENUES> 124240
<CGS> 0
<TOTAL-COSTS> 82416
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12107
<INCOME-PRETAX> 4827
<INCOME-TAX> 2012
<INCOME-CONTINUING> 2815
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2815
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
