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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended June 30, 2011

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 000-51630

 

 

UNION DRILLING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   16-1537048

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

4055 International Plaza

Suite 610

Fort Worth, Texas

  76109
(Address of principal executive offices)   (Zip Code)

817-735-8793

(Registrant’s telephone number, including area code)

www.uniondrilling.com

(Registrant’s website)

 

 

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of August 3, 2011, there were 25,191,345 shares of common stock, par value $0.01 per share, of the registrant issued and 23,191,345 shares outstanding.

 

 

 


Table of Contents

UNION DRILLING, INC.

FORM 10-Q

TABLE OF CONTENTS

 

         Page  
PART I. FINANCIAL INFORMATION      2   

ITEM 1.

 

FINANCIAL STATEMENTS

     2   
 

CONDENSED BALANCE SHEETS

     2   
 

CONDENSED STATEMENTS OF OPERATIONS

     3   
 

CONDENSED STATEMENTS OF CASH FLOWS

     4   
 

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

     5   
 

NOTES TO CONDENSED FINANCIAL STATEMENTS

     6   

ITEM 2.

  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS      14   

ITEM 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     23   

ITEM 4.

 

CONTROLS AND PROCEDURES

     23   
PART II. OTHER INFORMATION      24   

ITEM 1.

 

LEGAL PROCEEDINGS

     24   

ITEM 1A.

 

RISK FACTORS

     24   

ITEM 6.

 

EXHIBITS

     24   

SIGNATURE

     25   

INDEX TO EXHIBITS

     26   


Table of Contents

PART I. FINANCIAL INFORMATION ITEM

 

1. FINANCIAL STATEMENTS

Union Drilling, Inc.

Condensed Balance Sheets

(in thousands, except share data)

 

     June 30,
2011
    December 31,
2010
 
     (unaudited)        

Assets:

    

Current assets:

    

Cash and cash equivalents

   $ 7,667      $ 4   

Accounts receivable (net of allowance for doubtful accounts of $153 both at June 30, 2011 and December 31, 2010)

     33,400        29,901   

Inventories

     1,067        1,252   

Income tax recoverable

     342        1,023   

Prepaid expenses, deposits and other receivables

     1,592        2,112   

Deferred taxes

     1,186        1,186   
  

 

 

   

 

 

 

Total current assets

     45,254        35,478   

Intangible assets (net of accumulated amortization of $1,070 and $920 at June 30, 2011 and December 31, 2010, respectively)

     1,130        1,280   

Property, buildings and equipment (net of accumulated depreciation of $262,389 and $239,362 at June 30, 2011 and December 31, 2010, respectively)

     278,298        263,210   

Other assets

     632        42   
  

 

 

   

 

 

 

Total assets

   $ 325,314      $ 300,010   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity:

    

Current liabilities:

    

Accounts payable

   $ 16,021      $ 13,076   

Current portion of notes payable for equipment

     56        173   

Financed insurance premiums

     415        909   

Current portion of customer advances

     230        —     

Accrued expense and other liabilities

     11,007        9,696   
  

 

 

   

 

 

 

Total current liabilities

     27,729        23,854   

Revolving credit facility

     60,831        30,054   

Deferred taxes

     41,981        44,089   

Other long-term liabilities

     262        257   
  

 

 

   

 

 

 

Total liabilities

     130,803        98,254   

Stockholders’ equity:

    

Common stock, par value $.01 per share; 75,000,000 shares authorized; 25,191,345 shares and 25,182,345 shares issued at June 30, 2011 and December 31, 2010, respectively

     252        252   

Additional paid in capital

     171,572        170,788   

Retained earnings

     33,150        41,179   

Treasury stock; 2,000,000 shares at both June 30, 2011 and December 31, 2010

     (10,463     (10,463
  

 

 

   

 

 

 

Total stockholders’ equity

     194,511        201,756   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 325,314      $ 300,010   
  

 

 

   

 

 

 

See accompanying notes to condensed financial statements.

 

2


Table of Contents

Union Drilling, Inc.

Condensed Statements of Operations

(Unaudited, in thousands, except share and per share data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Revenues

        

Total revenues

   $ 59,924      $ 43,678      $ 115,919      $ 82,338   

Cost and expenses

        

Operating expenses

     43,918        33,906        86,493        63,510   

Depreciation and amortization

     12,803        12,072        25,412        25,005   

General and administrative

     7,248        5,960        14,501        11,690   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost and expenses

     63,969        51,938        126,406        100,205   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (4,045     (8,260     (10,487     (17,867

Interest expense, net

     (280     (243     (667     (425

(Loss) gain on disposal of assets

     248        (237     444        151   

Other income

     67        27        154        47   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (4,010     (8,713     (10,556     (18,094

Income tax benefit

     (577     (3,369     (2,527     (6,782
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (3,433   $ (5,344   $ (8,029   $ (11,312
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per common share:

        

Basic

   $ (0.15   $ (0.23   $ (0.35   $ (0.49
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.15   $ (0.23   $ (0.35   $ (0.49
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding:

        

Basic

     23,189,449        23,176,009        23,186,555        23,151,664   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     23,189,449        23,176,009        23,186,555        23,151,664   
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to condensed financial statements.

 

3


Table of Contents

Union Drilling, Inc.

Condensed Statements of Cash Flows

(Unaudited, in thousands)

 

     Six Months Ended
June 30,
 
     2011     2010  

Operating activities:

    

Net loss

   $ (8,029   $ (11,312

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     25,412        25,005   

Non-cash compensation expense

     727        569   

Provision for doubtful accounts

     —          13   

Gain on disposal of assets

     (444     (151

(Benefit) provision for deferred taxes

     (2,108     (6,639

Changes in operating assets and liabilities:

    

Accounts receivable

     (3,499     130   

Inventories

     185        219   

Prepaid and other assets

     610        (520

Accounts payable

     (730     1,199   

Accrued expenses and other liabilities

     1,546        3,225   
  

 

 

   

 

 

 

Cash flow provided by operating activities

     13,670        11,738   

Investing activities:

    

Purchases of machinery and equipment

     (36,578     (30,939

Proceeds from sale of machinery and equipment

     762        700   
  

 

 

   

 

 

 

Cash flow used in investing activities

     (35,816     (30,239

Financing activities:

    

Borrowings on revolving credit facility

     146,363        103,426   

Repayments on revolving credit facility

     (115,586     (84,379

Cash overdrafts

     (415     14   

Repayments—other debt

     (610     (785

Exercise of stock options

     57        225   
  

 

 

   

 

 

 

Cash flow provided by financing activities

     29,809        18,501   
  

 

 

   

 

 

 

Net increase in cash

     7,663        —     

Cash and cash equivalents at beginning of period

     4        6   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 7,667      $ 6   
  

 

 

   

 

 

 

See accompanying notes to condensed financial statements.

 

4


Table of Contents

Union Drilling, Inc.

Condensed Statement of Stockholders’ Equity

(Unaudited, in thousands, except share data)

 

     Common Stock      Additional
Paid In
Capital
     Retained
Earnings
    Treasury
Stock
    Total  
     Shares      $                            

Balance at January 1, 2011

     23,182,345       $ 252       $ 170,788       $ 41,179      $ (10,463   $ 201,756   

Non-cash compensation

     —           —           727         —          —          727   

Exercise of stock options

     9,000         —           57         —          —          57   

Net loss

     —           —           —           (8,029     —          (8,029
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at June 30, 2011

     23,191,345       $ 252       $ 171,572       $ 33,150      $ (10,463   $ 194,511   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to condensed financial statements.

 

5


Table of Contents

UNION DRILLING, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

 

1. Business and Basis of Presentation

Union Drilling, Inc. (“Union Drilling,” “Company” or “we”) provides contract land drilling services and equipment to oil and natural gas producers. The accompanying unaudited condensed financial statements relate solely to the accounts of Union Drilling, Inc. The interim period condensed financial statements, including the notes thereto, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for a full year.

These interim period condensed financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

For all periods reported, other comprehensive loss equals net loss.

 

2. Recent Accounting Pronouncements

In October 2009, the FASB issued ASU No. 2009-13, amending Subtopic 605-25 Revenue Recognition – Multiple-Element Arrangements, which establishes the accounting and reporting guidance for arrangements under which a vendor will perform multiple revenue-generating activities. This ASU amends the criteria for separating consideration in multiple-deliverable arrangements and expands the related disclosures. This ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The adoption of ASU No. 2009-13 at January 1, 2011 did not have a material effect on the financial condition or results of operations of the Company.

In January 2010, the FASB issued ASU No. 2010-06, amending Topic 820 Fair Value Measurements and Disclosures. This ASU updates Subtopic 820-10 and requires the following new disclosures: 1) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and 2) present separately in the reconciliation for fair value measurements using significant unobservable inputs (Level 3), information about purchases, sales, issuances and settlements (on a gross basis rather than one net number). In addition, this ASU clarifies existing disclosures as follows: 1) provide fair value measurement disclosures for each class of assets and liabilities (often a subset within a line item in the statement of financial position); and 2) provide disclosures about the valuation techniques and inputs used to measure both recurring and nonrecurring Level 2 or Level 3 fair value measurements. These new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation of fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU No. 2010-06 did not have a material impact on our financial condition or results of operations.

 

6


Table of Contents
3. Fair Value Measurement

The Fair Value Measurements and Disclosures Topic of the FASB Codification utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1:

   Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2:

   Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs;

Level 3:

   Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

We use the following methods and assumptions in estimating our fair value disclosures for financial instruments. The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturity of these instruments. For accounts and other receivables, accounts payable and accrued liabilities, we believe that recorded amounts approximate fair value due to the relatively short maturity period. Further, the pricing mechanisms in the Company’s debt agreements combined with the short-term nature of the equipment financing arrangements result in the carrying values of these obligations approximating their respective fair values.

We do not have any financial instruments utilizing Level 3 inputs.

 

4. Accounts Receivable

Accounts receivable consist of the following (in thousands):

 

     June 30,
2011
    December 31,
2010
 

Billed receivables

   $ 32,943      $ 28,903   

Unbilled receivables

     947        1,361   

Reserve for sales credits

     (337     (210
                

Total receivables

     33,553        30,054   

Allowance for doubtful accounts

     (153     (153
                

Net receivables

   $ 33,400      $ 29,901   
                

Unbilled receivables represent recorded revenue for contract drilling services performed that is billable by the Company at future dates based on contractual payment terms, and is anticipated to be billed and collected in the quarter following the balance sheet date.

 

7


Table of Contents
5. Property, Buildings and Equipment

Major classes of property, buildings and equipment are as follows (in thousands):

 

     June 30,
2011
    December 31,
2010
 

Land

   $ 1,908      $ 988   

Buildings

     2,719        1,641   

Drilling and related equipment

     501,675        475,994   

Vehicles

     12,384        12,419   

Furniture and fixtures

     168        168   

Information systems

     3,665        688   

Leasehold improvements

     126        126   

Construction in progress

     18,042        10,548   
                
     540,687        502,572   

Accumulated depreciation

     (262,389     (239,362
                
   $ 278,298      $ 263,210   
                

In February 2011, we acquired a 1,000 hp mechanical rig for an aggregate purchase price of $5.3 million, and after making approximately $1.5 million of additional capital improvements to this rig, it was deployed to West Texas during the three months ended June 30, 2011. In addition, during the three months ended June 30, 2011, we completed construction and deployed a new 1,000 hp mechanical rig in Appalachia, and began construction on two new 1,000 hp rigs which are expected to be deployed during the third and fourth quarters of 2011. During the three months ended June 30, 2011, the Company also purchased office buildings, rig yards and surrounding land in West Texas and Arkansas for $800,000 and $1.2 million respectively.

In January 2011, the Company completed the implementation of a new information system that encompasses financial reporting, general ledger, and other similar and related processes.

During the six months ended June 30, 2011 and 2010, we capitalized $191,000 and $254,000, respectively, of interest costs incurred during the construction periods of certain drilling equipment.

 

6. Accrued Expenses and Other Liabilities

A detail of accrued expenses and other liabilities is as follows (in thousands):

 

     June 30,
2011
     December 31,
2010
 

Payroll and bonus

   $ 3,965       $ 3,269   

Workers’ compensation

     3,177         3,078   

Medical claims

     1,201         1,639   

Other taxes

     1,373         495   

Other

     1,291         1,215   
                 
   $ 11,007       $ 9,696   
                 

Other taxes include sales and use, franchise and property taxes.

 

8


Table of Contents
7. Debt Obligations

On April 27, 2011, the Company entered into an Amended and Restated Revolving Credit and Security Agreement with PNC Bank, for itself and as agent for a group of lenders (Credit Facility). This Credit Facility replaced an existing facility that had a $97.5 million borrowing base and which matured on March 30, 2012 (Prior Facility). The Credit Facility, which matures April 27, 2016, provides for a borrowing base equal to $125 million, with a permitted increase of up to an additional $25 million for a maximum borrowing base of $150 million. Amounts outstanding under the Credit Facility bear interest, depending upon facility usage, at either (i) the higher of the Federal Funds Open Rate plus 50 to 100 basis points or PNC Bank’s base commercial lending rate (4.0% at June 30, 2011) or (ii) LIBOR plus 225 to 275 basis points (2.7% at June 30, 2011). Interest on outstanding loans is due monthly for domestic rate loans and at the end of the relevant interest period for LIBOR loans. Depending upon our facility usage, we are assessed an unused line fee of 25 to 50 basis points on the available borrowing capacity. The available borrowing capacity was $60.0 million at June 30, 2011. There is a $10.0 million sublimit for letters of credit issued under the Credit Facility. We will incur a prepayment penalty if the Credit Facility is terminated prior to April 2014. As of June 30, 2011, we had a loan balance of $60.8 million under the Credit Facility, and an additional $4.2 million of the total capacity was utilized to support our letter of credit requirements.

On August 1, 2011, the accordion feature of the Credit Facility was exercised to add a new lender, on the same contractual terms, and increase the maximum capacity to $150 million.

In general, the Credit Facility is secured by substantially all of our assets. The forced liquidation value of our assets serving as collateral is determined at least annually by an independent appraisal, with adjustments for acquisitions and dispositions between appraisals. The Credit Facility contains affirmative and negative covenants and also provides for events of default typical for such an agreement. Among the affirmative covenants are requirements to maintain a specified tangible net worth. As of June 30, 2011, our actual tangible net worth was $193.3 million compared to the required minimum tangible net worth of $157.1 million. Among the negative covenants are restrictions on major corporate transactions, incurrence of indebtedness and amendments to our organizational documents. Events of default would include a change in control and any change in our operations or condition which has a material adverse effect. As of June 30, 2011, we were in compliance with all of our covenants.

The Prior Facility’s outstanding amounts bore interest, depending upon facility usage, at either (i) the higher of the Federal Funds Open Rate plus 75 to 125 basis points or PNC Bank’s base commercial lending or (ii) LIBOR plus 250 to 300 basis points. At December 31, 2010, we had a loan balance of $30.0 million of which $4.3 million of the total capacity had been utilized to support our letter of credit requirement; further, the available borrowing capacity was $63.2 million at December 31, 2010. The Prior Facility was also secured, in general, by substantially all of our assets and contained normal and customary representations and warranties similar to the Credit Facility, although the Prior Facility required a minimum fixed charge coverage ratio in addition to the tangible net worth. As of December 31, 2010, our actual tangible net worth was $200.5 million compared to the required minimum tangible net worth of $66.8 million, and our actual fixed charge coverage ratio of 13.2 exceeded the required 1.1 fixed charge coverage ratio. Among the negative covenants were restrictions on major corporate transactions, incurrence of indebtedness and amendments to our organizational documents. At December 31, 2010, we were in compliance with all of our covenants.

Our credit facilities primarily have been used to pay for rig acquisitions and for working capital requirements. The Credit Facility may also be used by the Company, subject to certain conditions, to repurchase its common stock and/or pay a cash dividend.

In addition, the Company has entered into various equipment-specific financing agreements with various third-party financing institutions. The terms of these agreements had initial terms ranging from 24 to 48 months. As of June 30, 2011 and December 31, 2010, the total outstanding balance under these arrangements was approximately $56,000 and $173,000, respectively, and is classified, according to payment date, in current portion of notes payable for equipment and long-term notes payable for equipment in the accompanying balance sheets. At June 30, 2011, the stated interest rate on these borrowings ranged from zero percent to 3.8%.

 

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Table of Contents
8. Commitments and Contingencies

From time to time, we are a party to claims, litigation or other legal or administrative proceedings that we consider to arise in the ordinary course of our business. While no assurances can be given regarding the outcome of these or any other pending proceedings, or the ultimate effect such outcomes may have, we do not believe we are a party to any legal or administrative proceedings which, if determined adversely to us, individually or in the aggregate, would have a material effect on our financial position, results of operations or cash flows.

The Company’s 2006 through 2009 U.S. federal income tax returns are currently under examination by the IRS. Based on discussions with the examiner, we believe the IRS examination is substantially complete and we do not expect a material assessment although the final resolution of the examination could differ from our estimates. In June 2011, the employment tax examination for the years 2006 and 2007 was settled for the amounts previously accrued. Accordingly, there was no financial impact as a result of the settlement during the three months ended June 30, 2011.

On July 5, 2011, the Company entered into agreements with a third party to purchase two 1500 hp rigs to be delivered during the three months ended March 31, 2012. The aggregate cost of the rigs including related equipment is expected to be approximately $35 million.

 

9. Stockholders’ Equity

At June 30, 2011, the number of authorized shares of common stock was 75,000,000 shares, of which 23,191,345 were outstanding, and 1,641,744 were reserved for future issuance through the Company’s equity based compensation plans. The number of authorized shares of preferred stock was 100,000 shares at June 30, 2011. No shares of preferred stock were outstanding or reserved for future issuance.

 

10. Loss Per Common Share

Because we incurred a net loss in the three and six months ended June 30, 2011 and 2010, basic and diluted loss per share for each period were calculated as our net loss divided by the weighted average shares outstanding. Approximately 657,000 and 632,000 weighted average options and restricted stock units to purchase shares of our common stock were excluded from the computation of diluted loss per share for the three and six months ended June 30, 2011, respectively, because the effect of including them would have been antidilutive. Similarly, during the three and six months ended June 30, 2010, respectively, 288,000 and 530,000 options and restricted stock units were excluded from the computation of diluted loss per share because the effect of including them would have been antidilutive.

 

11. Management Compensation

Equity based plans

The Company has two equity based compensation plans, the Amended and Restated 2000 Stock Option Plan and the Amended and Restated 2005 Stock Incentive Plan. Given that more than 10 years have elapsed since the approval of the 2000 Stock Option Plan, no future stock option awards can be made under this plan. In addition to grants of incentive and non-qualified stock options to directors and employees, restricted stock and restricted stock units may also be granted under the Amended and Restated 2005 Stock Incentive Plan.

For the three and six months ended June 30, 2011, the Company recorded stock-based compensation expense of $333,000 ($221,000, net of tax) and $672,000 ($448,000, net of tax), respectively, which is included in general and administrative expense. For the three and six months ended June 30, 2010, the Company recorded stock-based compensation expense of $301,000 ($193,000 net of tax) and $589,000 ($381,000 net of tax), respectively. Total unamortized stock-based compensation was $3.5 million at June 30, 2011, and will be recognized over a weighted average service period of 3.3 years.

 

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Stock options. Options typically vest over a three or four year period and, unless earlier exercised or forfeited, expire on the tenth anniversary of the grant date. A summary of stock option activity for the six months ended June 30, 2011 is as follows:

 

     Number
of Shares
     Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term in
Years
     Aggregate
Intrinsic
Value
 

Outstanding at January 1, 2011

     929,091       $ 9.66         

Exercised

     9,000         6.32         
                       

Outstanding at June 30, 2011

     920,091       $ 9.69         6.5       $ 2,020,000   
                                   

Options exercisable at June 30, 2011

     587,444       $ 11.11         5.5       $ 866,000   
                                   

No options were granted during the three and six months ended June 30, 2011 or June 30, 2010.

New shares of common stock were issued to satisfy options exercised. During the three and six months ended June 30, 2011, 2,500 options and 9,000 options, respectively, were exercised. Cash received from the exercise of options for the three and six months ended June 30, 2011 was $16,000 and $57,000, respectively. The total intrinsic value of options exercised during the three and six months ended June 30, 2011 was $9,000 and $29,000.

A summary of options outstanding as of June 30, 2011, is as follows:

 

      Options Outstanding      Options Exercisable  

Range of Exercise Prices

   Number
Outstanding
     Weighted
Average Years
of Remaining
Contractual
Life
     Weighted
Average
Exercise
Price
     Number
Outstanding
     Weighted
Average
Exercise
Price
 

$3.80 to $9.89

     462,436         7.7       $ 5.92         175,559       $ 5.36   

$12.75 to $14.62

     457,655         5.3       $ 13.50         411,885       $ 13.55   
                          
     920,091               587,444      
                          

 

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Restricted stock awards. Restricted stock awards consist of restricted stock unit grants of our common stock and are time vested over three to seven years and for a certain award granted to our Chief Executive Officer (“CEO”) contain a performance requirement. We recognize compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards is determined based on the closing price of our shares on the grant date. As of June 30, 2011, there was $4.8 million of total unrecognized compensation cost related to unvested restricted stock awards. The cost is expected to be recognized over a weighted average period of 4.2 years.

A summary of the Company’s restricted stock awards activity for the six months ended June 30, 2011 is as follows:

 

     Shares      Weighted Average
Grant Date Fair
Value
 

Outstanding at January 1, 2011

     349,036       $ 13.65   

Granted

     44,000       $ 10.75   
  

 

 

    

Outstanding at June 30, 2011

     393,036       $ 13.33   
  

 

 

    

Employee retirement plan

The Company has a 401(k) plan available to substantially all of its employees. Company contributions to the plan are discretionary. The Company made matching cash contributions of $87,000 and $175,000 for the three and six months ended June 30, 2011, respectively and $83,000 and $160,000 during the three and six months ended June 30, 2010.

Contingent management compensation

The Company’s Chief Executive Officer (“CEO”) has been awarded rights to participate in the proceeds associated with the appreciation in value ultimately associated with dispositions of the Company’s shares owned by Union Drilling Company LLC (“UDC”), our largest stockholder. In order to receive benefits from this arrangement, the fair market value of the Company’s shares held by UDC must exceed certain threshold amounts.

The CEO is to receive benefits as a result of UDC’s sale, distribution or disposition of Company shares and the related recognition of a gain in excess of the threshold amount. These rights may be repurchased from the CEO at fair market value, which includes consideration of the threshold amount in the determination of that value, upon his termination of employment by the Company. Further, these rights may be repurchased from the CEO for no consideration upon his voluntary termination or upon his termination of employment by the Company for cause.

At June 30, 2011 and December 31, 2010, the threshold amounts were $44.7 million and $42.6 million, respectively. These amounts are determined based upon cash invested in UDC (and invested by UDC in the Company’s stock) plus a compounded annual return of 10% less cash returned to investors. During the three months ended June 30, 2011, $2,000 of compensation cost reversals were recognized and during the six months ended June 30, 2011, $54,000 of compensation expense was recognized. During the three and six months ended June 30, 2010, $15,000 and $20,000, respectively, of compensation cost reversals were recognized as a result of the decrease in the market value of the Company’s stock price. These amounts were classified as general and administrative expense.

The defined participants in this arrangement would be entitled to up to 22.5% of the value realized in excess of the threshold amount. The only participant employed by the Company is our CEO who is entitled to approximately 1% of the 22.5% or 0.225%.

 

12. Income Taxes

Income tax benefit for the three and six months ended June 30, 2011 was $577,000 and $2.5 million, respectively, which is an effective rate of 14% and 24%, respectively, of pre-tax book loss. These rates differ from the statutory rate of 35% primarily due to state income taxes, permanent book/tax differences such as those associated with the

 

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50% deduction limitation on per diem payments for meals, and non-cash compensation. Income tax benefit for the three and six months ended June 30, 2010 was $3.4 million and $6.8 million, respectively, which is an effective rate of 39% and 38%, respectively, of pre-tax book loss.

At June 30, 2011 and December 31, 2010, we had $239,000 of unrecognized tax benefits, of which $155,000, would affect our effective tax rate if recognized. Such amounts are carried as other long-term liabilities.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

 

Balance at January 1, 2011

   $ 239   

Increases for tax positions of prior years

     —     

Reductions for tax positions of prior years

     —     
        

Balance at June 30, 2011

   $ 239   
        

Interest and penalties related to uncertain tax positions are classified as interest expense and general and administrative costs, respectively. During the three and six months ended June 30, 2011, the Company recognized $2,500 and $5,000, respectively, in interest expense related to unrecognized tax benefits. During the three and six months ended June 30, 2010, the Company recognized $2,000 and $4,000 in interest and penalty expense related to unrecognized tax benefits, respectively. As of June 30, 2011 and December 31, 2010, the Company had $22,500 and $17,500, respectively, of interest and penalties accrued in relation to uncertain tax positions. It is reasonably possible that within the next 12 months, we may resolve some or all of the uncertain tax positions as a result of negotiations with taxing authorities which would result in a decrease in unrecognized tax.

The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions. The tax years 2006 to 2009 remain open to examination by the major taxing jurisdictions to which we are subject. In addition, tax years 1999, 2000, 2002 and 2003 remain open due to utilized losses in some jurisdictions in subsequent years.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis of financial condition and results of operations (“MD&A”) section of our Quarterly Report on Form 10-Q discusses our results of operations, liquidity and capital resources, and certain factors that may affect our future results, including economic and industry-wide factors. You should read this MD&A in conjunction with our condensed financial statements and accompanying notes included under Part I, Item 1, of this Quarterly Report, as well as with our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Statements we make in the following MD&A discussion and in other parts of this report that express a belief, expectation or intention, as well as those which are not historical fact, are forward-looking statements within the meaning of the federal securities laws and are subject to risks, uncertainties and assumptions. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential” or similar words. These matters include statements concerning management’s plans and objectives relating to our operations or economic performance and related assumptions, including general economic and business conditions and industry trends, the continued strength or weakness of the contract land drilling industry in the geographic areas in which we operate, decisions about onshore exploration and development projects to be made by oil and gas companies, the highly competitive nature of our business, our future financial performance, including availability, terms and deployment of capital, the continued availability of qualified personnel, and changes in, or our failure or inability to comply with, government regulations, including those relating to workplace safety and the environment. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Further, we specifically disclaim any duty to update any of the information set forth in this report, including any forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future events and, therefore, involve a number of assumptions, risks and uncertainties, including the risk factors described in Part II. Item 1A, “Risk Factors,” below. Management cautions that forward-looking statements are not guarantees, and our actual results could differ materially from those expressed or implied in the forward-looking statements.

Company Overview

Union Drilling, Inc. (“Union Drilling,” “Company” or “we”) provides contract land drilling services and equipment, to oil and natural gas producers. We presently focus our operations in selected U.S. shale formations, with high growth potential, low finding and development costs and adequate take away capacity. Our principal operations are in the Appalachian Basin, extending from New York to Tennessee including the Marcellus, Huron, and Utica shales, as well as the Clinton, Medina, and Oriksany sands; the Arkoma Basin in eastern Oklahoma and Arkansas, including the Fayetteville, Caney, and Woodford shales; and the Fort Worth Basin in North Texas, including the Barnett Shale and in West Texas, the Permian and Delaware Basins. As our rigs are mobile, we are capable of moving them from one region to another in response to market conditions. In addition to our drilling rigs, we provide the drilling crews and most of the ancillary equipment needed to operate our drilling rigs. We do not invest in oil and natural gas properties.

We commenced operations in 1997 with 12 drilling rigs and related equipment acquired from an entity providing contract drilling services under the name “Union Drilling.” Through a combination of acquisitions and new rig construction, we have increased the size of our fleet to 71 marketed land drilling rigs. We continue to enhance our fleet of drilling rigs with technological capabilities through upgrades, acquisitions or new rig construction in order to improve drilling productivity and reduce total well costs for our customers. At various times, we remove rigs from our marketed fleet, and the components are made available for use on other rigs or sold.

Key Indicators of Financial Performance for Management

Key performance measurements in our industry are rig utilization, revenue per revenue day and operating expenses per revenue day. Revenue days for each rig are days when the rig is earning revenues under a contract, which is usually a period from the date the rig begins moving to the drilling location until the rig is released from the

 

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contract. We compute rig utilization rates by dividing revenue days by total available days during a period. Total available days are the number of calendar days during the period that we have owned the marketed rig.

The following table summarizes management’s key indicators of financial performance for the three and six months ended June 30, 2011 and 2010.

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Revenue days

     3,516        2,910        6,979        5,441   

Average number of marketed rigs

     71.0        71.0        71.0        71.0   

Marketed rig utilization rates

     54.4     45.0     54.3     42.3

Revenue per revenue day

   $ 17,043      $ 15,010      $ 16,610      $ 15,133   

Operating expenses per revenue day

   $ 12,491      $ 11,652      $ 12,393      $ 11,672   

Drilling margin per revenue day

   $ 4,552      $ 3,358      $ 4,217      $ 3,461   

EBITDA (000’s)

   $ 9,073      $ 3,602      $ 15,523      $ 7,336   

Our business is substantially dependent on and affected by the level of U.S. land-based oil and natural gas exploration and development activity. Beginning in 2010, we experienced improvement in our marketed rig utilization rates as well as improvement in our revenue per revenue day due to a shift to oil drilling and relatively stable demand for natural gas drilling in shale plays. Our operating expenses per revenue day have also increased due to higher wages and headcount across certain of our markets, as well as an enhanced focus on safety initiatives.

EBITDA is earnings before net interest, income taxes, depreciation and amortization and non-cash impairment. We believe EBITDA is a useful measure in evaluating financial performance because it is used by external users, such as investors, commercial banks, research analysts and others, to assess: (1) the financial performance of Union Drilling’s assets without regard to financing methods, capital structure or historical cost basis, (2) the ability of Union Drilling’s assets to generate cash sufficient to pay interest costs and support its indebtedness, and (3) Union Drilling’s operating performance and return on capital as compared to those of other entities in our industry, without regard to financing or capital structure. EBITDA is not a measure of financial performance under generally accepted accounting principles. However, EBITDA is a common alternative measure of operating performance used by investors, financial analysts and rating agencies. A reconciliation of EBITDA to net earnings is included below. EBITDA as presented may not be comparable to other similarly titled measures reported by other companies (in thousands).

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Calculation of EBITDA:

        

Net loss

   $ (3,433   $ (5,344   $ (8,029   $ (11,312

Interest expense, net

     280        243        667        425   

Income tax benefit

     (577     (3,369     (2,527     (6,782

Depreciation and amortization

     12,803        12,072        25,412        25,005   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ 9,073      $ 3,602      $ 15,523      $ 7,336   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Drilling margin represents contract drilling revenues less contract drilling costs. We believe that drilling margin is a useful measure for evaluating financial performance, although it is not a measure of financial performance under generally accepted accounting principles. However, drilling margin is a common measure of operating performance used by management, investors, financial analysts and rating agencies. A reconciliation of drilling margin to operating income is included below. Drilling margin as presented may not be comparable to other similarly titled measures reported by other companies (in thousands, except day and per day data).

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Calculation of drilling margin:

        

Operating loss

   $ (4,045   $ (8,260   $ (10,487   $ (17,867

Depreciation and amortization

     12,803        12,072        25,412        25,005   

General and administrative

     7,248        5,960        14,501        11,690   

Drilling margin

   $ 16,006      $ 9,772      $ 29,426      $ 18,828   

Revenue days

     3,516        2,910        6,979        5,441   

Drilling margin per revenue day

   $ 4,552      $ 3,358      $ 4,217      $ 3,461   

Critical Accounting Policies and Estimates

Revenue and cost recognition. We generate revenue principally by drilling wells for oil and natural gas producers under daywork or footage contracts, which provide for the drilling of single or multiple well projects. Revenues on daywork contracts are recognized based on the days worked at the dayrate each contract specifies. Mobilization fees are recognized as the related drilling services are provided. We recognize revenues on footage contracts based on the footage drilled for the applicable accounting period. Expenses are recognized based on the costs incurred during that same accounting period. Reimbursements received for out-of-pocket expenses are recorded as revenues and direct expenses.

Accounts receivable. We evaluate the creditworthiness of our customers based on their financial information, if available; information obtained from major industry suppliers, and our past experiences, if any, with the customer. In some instances, we require new customers to make prepayments. We typically invoice our customers semimonthly during the performance of daywork contracts and upon completion of the contract, with payment due within 30 days. We established an allowance for doubtful accounts of $153,000 at June 30, 2011 and December 31, 2010, respectively. Any allowance established is subject to judgment and estimates made by management. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, our assessment of our customers’ current abilities to pay obligations to us and the condition of the general economy and the oil and gas industry as a whole. We had no bad debt expense for the three and six months ended June 30, 2011, and zero and $13,000 for the three and six months ended June 30, 2010, respectively. We write off specific accounts receivable when we determine they are uncollectible. No accounts receivable were determined to be uncollectible for the three and six months ended June 30, 2011. No accounts receivable were determined to be uncollectible during the three months ended June 30, 2010. During the six months ended June 30, 2010, we wrote off $1.3 million of previously reserved accounts receivable for one customer.

At June 30, 2011 and December 31, 2010, our unbilled receivables totaled $947,000 and $1.4 million, respectively, all of which relates to the revenue recognized, but not yet billed, on contracts in progress at June 30, 2011 and December 31, 2010, respectively. The $414,000 decrease at June 30, 2011 compared to December 31, 2010 is due to the timing of progress billings.

Asset Impairments. We assess the impairment of long-lived assets whenever events or circumstances indicate that the asset’s carrying value may not be recoverable. Factors that could trigger an impairment review would be any significant negative trends in the industry or the general economy, our contract revenue rates, our rig utilization

 

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rates, cash flows generated from operating our drilling rigs, existence of term drilling contracts, current and future oil and natural gas prices, our customers’ access to capital and the trends in the price of used drilling equipment observed by our management. If a review of our long-lived assets indicates that our carrying value exceeds the estimated undiscounted future cash flows, an impairment charge is made to adjust the carrying value to the estimated fair value. Cash flows are estimated by management considering factors such as expectations of future industry trends and the impact on dayrates, utilization and operating expenses; historical performance of the asset; the remaining expected life of the asset; any cash investment required to make the asset more marketable; suitability, specification and size of the rig; terminal value; as well as overall competitive dynamics. Use of different assumptions could result in an impairment charge different from that reported.

For the three and six months ended June 30, 2011 and June 30, 2010, no impairments were required due to improving conditions in the U.S. land-based drilling industry.

Depreciation. We provide for depreciation of our drilling rigs, transportation and other equipment on a straight line method over useful lives that we have estimated and that range from two to 12 years. Unlike depreciation based on units-of-production, our approach to depreciation does not change when equipment becomes idle or when utilization changes. We continue to depreciate idled equipment on a straight-line basis despite the fact that our revenues and operating costs may vary with changes in utilization levels. Our estimates of the useful lives of our drilling, transportation and other equipment are based on our experience in the drilling industry with similar equipment.

Deferred taxes. We record deferred taxes for the basis difference in our property and equipment between financial reporting and tax reporting purposes and other costs such as compensation, employee benefits and other accrued liabilities which are deductible in different periods for financial reporting and tax reporting purposes. For property and equipment, basis differences arise from differences in depreciation periods and methods and the value of assets acquired in a business acquisition where we acquire the stock of an entity rather than its assets. For financial reporting purposes, we depreciate the various components of our drilling rigs and refurbishments over two to 12 years, while federal income tax rules require that we depreciate drilling rigs and refurbishments over five years. In the earlier years of our ownership of a drilling rig, our tax depreciation may often exceed our financial reporting depreciation, resulting in our recording deferred tax liabilities on this depreciation difference. In later years, financial reporting depreciation exceeds tax depreciation, and the deferred tax liability begins to reverse.

Accrued workers’ compensation. The Company accrues for costs under its workers’ compensation insurance program in accrued expenses and other liabilities. We have a deductible of $100,000 per covered accident under our workers’ compensation insurance. Our insurance policies require us to maintain letters of credit to collateralize incurred and future deductible payments. As of June 30, 2011 and December 31, 2010, we satisfied this requirement with letters of credit totaling $4.2 million and $4.3 million, respectively. We accrue for these costs as claims are incurred based on cost estimates established for each claim by the insurance companies providing the administrative services for processing the claims, including an estimate for incurred but not reported claims, claims paid directly by us, administrative costs associated with these claims and our historical experience with these types of claims. In addition, if needed, we accrue the estimated workers’ compensation premium payable to Ohio, a monopolistic state, when our rigs work in that state.

Stock-based compensation. Compensation cost resulting from share-based payment awards are measured at fair value and recognized in general and administrative expense on a straight line basis over the requisite service period for the entire award. The amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the award that is vested at that date. For the three months and six months ended June 30, 2011, the Company recorded stock-based compensation expense of $333,000 ($221,000, net of tax) and $672,000 ($448,000, net of tax), respectively. For the three months and six months ended June 30, 2010, the Company recorded stock-based compensation expense of $301,000 ($193,000, net of tax) and $589,000 ($381,000, net of tax), respectively. Total unamortized stock-based compensation was $3.5 million at June 30, 2011 and will be recognized over a weighted average service period of 3.3 years.

The fair value of stock options granted is estimated using the Black-Scholes option valuation model based on assumptions for the risk-free interest rate, expected life of the option, dividend yield and volatility of our stock price.

 

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Volatility is based upon price performance of the Company and a peer company, as the Company does not have a sufficient historical price base to determine potential volatility over the term of the issued options. No stock options were granted during the three or six months ended June 30, 2011 and June 30, 2010. The fair value of restricted stock or restricted stock units is the closing market price of the Company’s stock on the award grant date. During the three and six months ended June 30, 2011, 10,000 and 44,000 restricted stock units were granted, respectively. During the six months ended June 30, 2010, 50,000 restricted stock units were granted. No restricted stock units were granted during the three months ended June 30, 2010.

New shares of common stock are issued to satisfy options exercised. Cash received from the exercise of options during the three and six months ended June 30, 2011 was $16,000 and $57,000, respectively. During the three and six months ended June 30, 2010, $160,000 and $225,000 was received from the exercise of options, respectively. Any tax benefit realized from stock option exercises is included as a cash inflow from financing activities on the condensed statements of cash flows.

Results of Operations

Our operations primarily consist of drilling oil or natural gas wells for our customers under either daywork contracts and, to a lesser extent, footage contracts. Contract terms we offer generally depend on the complexity and risk of operations, the on-site drilling conditions, the type of equipment used, the anticipated duration of the work to be performed and the overall demand for rigs in our markets. Our contracts generally provide for the drilling of a specified number of wells or a specific period of time for which the rig will be under contract.

Statements of Operations Analysis

The following table provides selected information about our operations for the three and six months ended June 30, 2011 and 2010 (in thousands).

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011      2010     2011      2010  

Revenues

   $ 59,924       $ 43,678      $ 115,919       $ 82,338   

Operating expenses

     43,918         33,906        86,493         63,510   

Depreciation and amortization

     12,803         12,072        25,412         25,005   

General and administrative expense

     7,248         5,960        14,501         11,690   

Interest expense, net

     280         243        667         425   

Other income and (loss) gain on disposal of assets

     315         (210     598         198   

Income tax benefit

     577         3,369        2,527         6,782   

Revenues. Our revenues during the three and six months ended June 30, 2011 compared to the same periods in 2010 increased $16.2 million, or 37%, and $33.6 million, or 41%, respectively. The increase in revenues was primarily attributable to the increase in our marketed rig utilization and the increase in dayrates due to improving market conditions.

Operating expenses. Our operating expenses during the three and six months ended June 30, 2011 compared to the same periods in 2010 increased $10.0 million, or 30%, and $23.0 million, or 36%, respectively. The increase in operating expenses was primarily due to the increase in marketed rig utilization as well as an increase in operating costs due to increased employment costs and increased rig maintenance costs.

 

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Depreciation and amortization. The increase in depreciation and amortization expense during the three and six months ended June 30, 2011 compared to the same periods in 2010 was due to the increase in depreciable assets, resulting from capital equipment upgrades added to enhance our fleet capabilities.

General and administrative expenses. Our general and administrative expenses during the three months ended June 30, 2011 compared to the same period in 2010 increased $1.3 million or 22%. The increase in general and administrative expenses was primarily attributable to higher employment costs due to increased headcount and wage increases, hosting and administrative support for our new information system, and increased property tax expense.

The $2.8 million, or 24%, increase in general and administrative expense for the six months ended June 30, 2011 compared to the six months ended June 30, 2010 is primarily attributable to higher employment costs due to increased headcount and wage increases, hosting and administrative support for our new information system as well as onetime costs related to post production support for our new information system, increased property tax, and training expenses.

Interest expense, net. The increase in interest expense for the three and six months ended June 30, 2011 compared to the same periods in 2010 was primarily attributable to the increase in the average balance of our revolving credit facility.

Other income and (loss) gain on disposal of assets. Other income and gain (loss) on disposal of assets increased by $525,000 and $400,000, for the three and six months ended June 30, 2011, respectively, compared to same periods in 2010, are due to net gains on the disposition of drillpipe, collars and other assets during 2011 compared to 2010. During the three months ended June 30, 2010, the Company recognized a net loss on the disposition of assets primarily related to the sale of a drawworks.

Income tax benefit. The decrease in income tax benefit for the three and six months ended June 30, 2011, as compared to the same periods in 2010, was primarily due to the decrease in pre-tax loss in 2011. Our effective income tax rate of 14% and 24% for the three and six months ended June 30, 2011, respectively, differs from the federal statutory rate of 35% due to state income taxes and permanent book/tax differences such as those associated with the 50% deduction limitation on per diem meals expense and stock-based compensation.

Liquidity and Capital Resources

Our operations have historically generated sufficient cash flow to meet our requirements for debt service and equipment expenditures (excluding major business and asset acquisitions). Cash flow provided by operating activities during the first six months of 2011 was $13.7 million compared to $11.7 million during the first six months of 2010. This increase in cash flow from operating activities was primarily due to the decreases in net loss. Our cash flow from operations was primarily used to invest in new machinery and equipment. During the first six months of 2011 and 2010, cash used in investing activities totaled $35.8 million and $30.2 million, respectively.

Cash flow provided by financing activities was $29.8 million in the first six months of 2011, compared to $18.5 million of cash flow used in financing activities for the first six months of 2010.

We believe cash generated by our operations and our ability to borrow the currently unused portion of our revolving credit facility of $60.0 million at June 30, 2011(and as adjusted for the exercise of the accordion feature, $85 million) after reductions for approximately $4.2 million outstanding letters of credit, should allow us to meet our routine financial obligations for the foreseeable future.

Sources of Capital Resources

Our rig fleet has grown from 12 rigs in 1997 to 71 marketed rigs at June 30, 2011. We have financed this growth with a combination of debt and equity financing, as well as operating cash flows. At June 30, 2011, our total debt to total capital was 24%.

 

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See Note 7 “Debt Obligations” of the financial statements for information on the Company’s debt agreements as sources of capital resources, such information being incorporated herein by reference.

Uses of Capital Resources

For the three and six months ended June 30, 2011 and 2010, the additions to our property and equipment consisted of the following (in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  

Land

   $ 1,997      $ —        $ 1,997      $ —     

Buildings

     69        —          69        —     

Drilling and related equipment

     22,931        16,229        37,262        35,984   

Vehicles

     788        —          1,446        11   

Information systems

     83        940        145        965   
  

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment additions

     25,868        17,169        40,919        36,960   

Plus adjustments for non-cash transactions:

        

Cash paid in current period for prior period accruals

     2,860        7,982        2,616        1,086   

Current period accruals

     (6,957     (7,107     (6,957     (7,107
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash used for purchases of machinery and equipment

   $ 21,771      $ 18,044      $ 36,578      $ 30,939   
  

 

 

   

 

 

   

 

 

   

 

 

 

For the three months ended June 30, 2011, additions to drilling equipment included $8 million for the upgrades and initial construction costs of three 1,000 hp mechanical rigs. Other capital additions for the three and six months ended June 30, 2011 included rig enhancements, such as top drives and pad drilling packages, as well as drillpipe and other capital maintenance. Additionally, during the three months ended June 30, 2011, the Company purchased office buildings, rig yards and surrounding land in West Texas and Arkansas for $800,000 and $1.2 million, respectively.

During the six months ended June 30, 2011, additions to drilling equipment included $18 million, of which $5.3 million related to the purchase of a new 1,000 hp mechanical rig, and $12.7 million related to upgrades and initial construction costs for two 1,000 hp mechanical rigs.

For the three and six months ended June 30, 2010, additions to drilling equipment included $5.1 million and $10.0 million, respectively, for the purchase and upgrades of two 1,000 hp mechanical rigs. Other capital additions for the three and six months ended June 30, 2010 included rig enhancements, such as top drives and pad drilling packages, as well as drillpipe and other capital maintenance.

Working Capital

Our working capital was $17.5 million and $11.6 million at June 30, 2011 and December 31, 2010, respectively. Our current ratio, which we calculate by dividing our current assets by our current liabilities, was 1.6 at June 30, 2011 compared to 1.5 at December 31, 2010.

 

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The changes in the components of our working capital were as follows (in thousands):

 

     June 30,
2011
     December 31,
2010
     Change  

Cash and cash equivalents

   $ 7,667       $ 4       $ 7,663   

Accounts receivable

     33,400         29,901         3,499   

Inventories

     1,067         1,252         (185

Income tax recoverable

     342         1,023         (681

Prepaid expenses, deposits and other receivables

     1,592         2,112         (520

Deferred taxes

     1,186         1,186         —     
  

 

 

    

 

 

    

 

 

 

Current assets

     45,254         35,478         9,776   

Accounts payable

     16,021         13,076         2,945   

Current portion of notes payable for equipment

     56         173         (117

Financed insurance premiums

     415         909         (494

Current portion of customer advances

     230         —           230   

Accrued expenses and other liabilities

     11,007         9,696         1,311   
  

 

 

    

 

 

    

 

 

 

Current liabilities

     27,729         23,854         3,875   
  

 

 

    

 

 

    

 

 

 

Working capital

   $ 17,525       $ 11,624       $ 5,901   
  

 

 

    

 

 

    

 

 

 

The $7.7 million increase in cash and cash equivalents at June 30, 2011 compared to December 31, 2010 related to funds borrowed to be used for down payments on two new-build drilling rigs. The payments were made shortly after June 30, 2011.

The $3.5 million increase in accounts receivable at June 30, 2011 compared to December 31, 2010 was primarily due to increased revenues and timing of receipts.

The $2.9 million increase in accounts payable at June 30, 2011 compared to December 31, 2010 was primarily due to an increase in operating and general and administrative expenses, as well as timing of payments for capital expenditures.

Accrued expenses and other liabilities increased $1.3 million at June 30, 2011 compared to December 31, 2010 primarily due to accrued property tax and bonus expense, which are paid annually.

Long-term Debt

Our long-term debt consisted of $60.8 million and $30.0 million of outstanding borrowings under our revolving credit facility at June 30, 2011 and December 31, 2010, respectively.

 

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Contractual Obligations

On April 27, 2011, the Company entered into an Amended and Restated Revolving Credit and Security Agreement with PNC Bank, National Association, acting as lender and as agent to the other lenders as specified in the agreement, and PNC Capital Markets LLC, as lead arranger. See Note 7 “Debt Obligations” of the financial statements for information on this agreement, such information being incorporated herein by reference.

On July 5, 2011, the Company entered into agreements with Integrated Drilling Equipment Company Holdings, Inc. to purchase two IDE-1500 Sparta Series AC electric drilling rigs, together with related equipment, for delivery during the first quarter of 2012. The aggregate cost of the rigs and related equipment is expected to be approximately $35 million.

Inflation

Inflation did not have a significant effect on our results of operations in any of the periods reported.

Off Balance Sheet Arrangements

We do not currently have any off balance sheet arrangements.

Recently Issued Accounting Standards

See Note 2 “Recent Accounting Pronouncements” of the financial statements for recently issued accounting standards, such information being incorporated herein by reference.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to market risk exposure related to changes in interest rates on our revolving credit facility, which provides for interest on borrowings at a floating rate. At June 30, 2011, we had $60.8 million outstanding debt on our revolving credit facility. Assuming no change in the net principal balance, a hypothetical increase or decrease of 100 basis points in the interest rate would have a corresponding decrease or increase in our annual pre-tax income of approximately $608,000.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), which we refer to as disclosure controls, are controls and procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any control system. A control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are met. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

As of June 30, 2011, an evaluation was carried out under the supervision and with the participation of our management, including the CEO and the CFO, of the effectiveness of the design and operation of our disclosure controls. Based upon that evaluation, the CEO and the CFO concluded that, as of such date, the design and operation of these disclosure controls were effective to accomplish their objectives at the reasonable assurance level.

 

(b) Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

Refer to Note 8 “Commitments and Contingencies” of the financial statements for information on legal proceedings, such information being incorporated herein by reference.

 

ITEM 1A. RISK FACTORS

There have been no material changes during the quarter ended June 30, 2011 in our “Risk Factors” as discussed in detail in our 2010 Annual Report on Form 10-K. The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may, especially in a volatile economic environment, materially adversely affect our business, financial condition and/or operating results.

Items 2, 3, 4 and 5 are not applicable and have been omitted.

 

ITEM 6. EXHIBITS

A list of the exhibits required by Item 601 of Regulation S-K to be filed as a part of this report is set forth in the Index to Exhibits on page 26, which immediately precedes such exhibits.

 

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SIGNATURE

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.

 

   UNION DRILLING, INC.
Dated: August 4, 2011   

/s/ Tina L. Castillo

   Tina L. Castillo
   Senior Vice President, Chief Financial Officer and Treasurer
   (Principal Financial and Accounting Officer)

 

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UNION DRILLING, INC.

INDEX TO EXHIBITS

 

Exhibit
Number

       

Description

3.1

      Form of Amended and Restated Certificate of Incorporation of Union Drilling (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (File No. 333-127525) filed on August 15, 2005).

3.2

      Form of Amended and Restated Bylaws of Union Drilling (incorporated by reference to Exhibit 3.1 to our Form 8-K (File No. 000-51630) filed on August 9, 2007).

10.1

      Form of Rig & Equipment Sale Agreement dated July 5, 2011 between Union Drilling, Inc. and Integrated Drilling Equipment Company Holdings, Inc. (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on July 6, 2011).

31.1*

      Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.**

31.2*

      Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.**

32.1*

      Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.**

32.2*

      Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.**

101

      Financial statements from the quarterly report on Form 10-Q of Union Drilling, Inc. for the quarter ended June 30, 2011, filed August 4, 2011, formatted in XBRL; (i) the Condensed Statements of Operations, (ii) Condensed Balance Sheets, (iii) Condensed Statement of Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows and (v) the Notes to Condensed Financial Statements tagged as blocks of text.***

 

* Filed with this Report.
** This Certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference.
*** The XBRL-related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

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