BassDrill Alpha Ltd. Financial Statements. For the Quarter Ended June 30, 2016

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1 Financial Statements For the Quarter Ended June 30, 2016

2 Financial Statements For the Quarter Ended June 30, 2016

3 Contents Page Financial Statements Balance Sheets as of June 30, 2016 and December 31, Statements of Operations for the Three and Six Months Ended June 30, 2016 and Statements of Stockholders Equity for the Six Months Ended June 30, 2016 and the Year Ended December 31, Statements of Cash Flows for the Three and Six Months Ended June 30, 2016 and Notes to Financial Statements

4 Financial Statements 3

5 Balance Sheets Assets June 30, December 31, (Audited) Current Assets Cash and cash equivalents $ 3,875,543 $ 8,554,861 Accounts receivable - related party 20,424 - Other current assets 766, ,505 Total Current Assets 4,661,993 8,819,366 Property and Equipment Drilling rig and equipment 99,176,853 99,176,853 Furniture and office equipment 782, ,348 99,959,201 99,959,201 Less: accumulated depreciation and amortization 24,544,717 22,391,460 75,414,484 77,567,741 Construction in progress 1,811,342 1,806,712 Inventory - capital spares 640, ,474 Property and Equipment, net 77,866,300 80,014,927 Restricted Cash 3,034,573 5,000,000 Other Assets 362, ,649 Total Assets $ 85,925,515 $ 94,196,942 See Notes to Financial Statements. 4

6 Balance Sheets Liabilities and Stockholders Equity June 30, December 31, (Audited) Current Liabilities Accounts payable $ 404,572 $ 357,404 Accounts payable - related party 274, ,841 Accrued liabilities 3,041,722 1,438,246 Current portion of long-term debt - 67,636,595 Total Current Liabilities 3,720,675 69,943,086 Long-Term Liabilities Long-term debt, net 66,543,668 - Total Liabilities 70,264,343 69,943,086 Commitments and Contingencies (Note 5) Stockholders Equity Common stock, $0.01 par value, 280,000,000 shares authorized and 249,726,709 issued and outstanding at June 30, 2016 and December 31, ,497,267 2,497,267 Additional paid-in capital 40,063,271 40,063,271 Accumulated deficit (26,899,366) (18,306,682) Total Stockholders Equity 15,661,172 24,253,856 Total Liabilities and Stockholders Equity $ 85,925,515 $ 94,196,942 See Notes to Financial Statements. 5

7 Statements of Operations Three Months Ended June 30, Six Months Ended June 30, Revenues Contract drilling $ - $ 5,733,094 $ - $ 15,815,902 Early contract termination fee - 11,499,390-11,499,390 Reimbursables - 326, ,542 Demobilization revenue - 500, ,000 Total Revenues - 18,058,772-28,656,834 Operating Expenses Operating 1,029,933 4,541,482 1,879,286 8,936,070 General and administrative 976,955 1,287,810 1,506,243 2,277,420 Depreciation 1,077,186 1,131,171 2,153,257 2,250,821 Total Operating Expenses 3,084,074 6,960,463 5,538,786 13,464,311 Income (Loss) from Operations (3,084,074) 11,098,309 (5,538,786) 15,192,523 Other Income (Expense) Interest expense, net (1,515,227) (1,685,531) (3,029,051) (3,440,330) Gain on early extinguishment of debt - 1,882,386-1,882,386 Foreign currency exchange loss (14,966) (46,129) (24,847) (63,485) Total Other Income (Expense) (1,530,193) 150,726 (3,053,898) (1,621,429) Income (Loss) before Foreign Income Tax Expense (4,614,267) 11,249,035 (8,592,684) 13,571,094 Foreign Income Tax Expense - (1,634,886) - (2,633,947) Net Income (Loss) $ (4,614,267) $ 9,614,149 $ (8,592,684) $ 10,937,147 See Notes to Financial Statements. 6

8 Statements of Stockholders Equity Additional Total Common Stock Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity Balance at January 1, ,726,709 $ 2,497,267 $ 40,063,271 $ (20,106,006) $ 22,454,532 Net income ,799,324 1,799,324 Balance at December 31, ,726,709 2,497,267 40,063,271 (18,306,682) 24,253,856 Net loss (8,592,684) (8,592,684) Balance at June 30, ,726,709 $ 2,497,267 $ 40,063,271 $ (26,899,366) $ 15,661,172 See Notes to Financial Statements. 7

9 Statements of Cash Flows Three Months Ended June 30, Six Months Ended June 30, Cash Flows From Operating Activities Net income (loss) $ (4,614,267) $ 9,614,149 $ (8,592,684) $ 10,937,147 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation 1,077,186 1,131,171 2,153,257 2,250,821 Amortization of debt issue costs 103, , , ,882 Amortization of bond discount 82, , , ,250 Gain on early extinguishment of debt - (1,882,386) - (1,882,386) Changes in operating assets and liabilities: Accounts receivable - (10,379,058) - (9,491,468) Accounts receivable - related party 99,202 - (20,424) - Other currents assets (167,457) 216,267 (297,099) 214,466 Accounts payable and accrued liabilities 1,829,897 66,743 1,446,222 12,487 Accounts payable - related party (25,460) 758,835 (236,460) 979,497 Net Cash Provided By (Used In) Operating Activities (1,614,765) (228,362) (5,135,855) 3,509,696 Cash Flows From Investing Activities Cash paid for capital expenditures - (287,115) - (1,258,957) Cash paid for construction in progress (4,630) - (4,630) - Change in restricted cash 1,965,427-1,965,427 - Net Cash Provided By (Used In) Investing Activities 1,960,797 (287,115) 1,960,797 (1,258,957) Cash Flows from Financing Activities Repayment of long-term debt - (5,666,550) (1,500,000) (7,165,211) Cash paid for debt issuance costs - - (4,260) Net Cash Used In Financing Activities - (5,666,550) (1,504,260) (7,165,211) Net Decrease In Cash and Cash Equivalents 346,032 (6,182,027) (4,679,318) (4,914,472) Cash and Cash Equivalents - Beginning of Period 3,529,511 15,834,681 8,554,861 14,567,126 Cash and Cash Equivalents - End of Period $ 3,875,543 $ 9,652,654 $ 3,875,543 $ 9,652,654 Supplemental Cash Flow Information Cash paid for interest $ - $ 1,569,894 $ 1,309,671 $ 3,116,769 Cash paid for income taxes - 663,449-1,662,510 See Notes to Financial Statements. 8

10 Notes to Financial Statements 1. Organization and Nature of Operations BassDrill Alpha Ltd. (the Company or BDA ), a Bermuda corporation, was formed in June 2008, as an asset owning company in the business of providing offshore tender assist drilling services to the offshore market. The Company s revenue generating asset is a tender assist barge, BassDrill Alpha (the Unit or the Rig ), which began construction in June 2008 and was delivered in January The Unit operated under a contract in West Africa with Total E&P Congo ( Total ) until May 2015, when the contract was terminated early. The Unit is currently warm stacked a few miles offshore Congo while the Company markets it to other operators in west Africa and southeast Asia. In July 2016, the bondholders and shareholders completed a restructuring agreement that comprised two key elements: (i) the transfer of all of the BDA shares by the original shareholders to a new entity (the Equity Transaction ) and (ii) the amendment of the bond agreement to provide relief for BDA until the Rig is again under a charter contract for offshore services (the Bond Amendment ). The Equity Transaction results in an 85% ownership in BDA by the current bondholders and a 15% ownership in BDA by the original shareholders. The Bond Amendment, effective from July 20, 2016 through the date the Rig is under a charter contract, will, among other things, temporarily suspend bond principal and interest payments, temporarily reduce the fixed rate of the bonds from 7.5% to 0%, temporarily reduce the required debt reserve account to $1.25 million, and permanently waive the market value covenant requirement. The Bond Amendment further states that upon the effective date on which the Rig is again under a charter contract ( Post Contract Date ), the Bond Agreement, in particular with respect to maturity date, interest, cash sweep and covenants, will be further amended provided that the amended interest rate shall not exceed 10.00%. 2. Liquidity These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( US GAAP ), including the applicability of a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business in the near future. The Company currently has no contract for the Unit and, therefore, no operating source of cash. The Company recently completed a restructuring of its capital structure that included a temporary waiver of principal and interest payments under its debt agreement until the Rig is under a charter contract and a reduction of the minimum cash balance required under the debt agreement to $1.25 million (see Note 1). The Company is assessing its cash requirements while the Rig is warm stacked and evaluating options to meet those needs. There can be no assurance that sufficient funding will be obtained. The foregoing matters raise substantial doubt about the Company s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management reviews all significant estimates affecting its financial statements 9

11 Notes to Financial Statements on a recurring basis and records the effect of any necessary adjustments in the financial statements. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. While management believes current estimates are reasonable and appropriate, actual results could differ from those estimates. Revenue and Operating Expenses Revenue is recognized as services are performed based on contracted day-rates and the number of operating days during the period. Revenue includes commission expenses that are based upon the contract drilling revenue. Upon completion or termination of a drilling contract, the Company recognizes any demobilization fees or early termination fees owed as revenue, and recognizes demobilization expenses in operating and maintenance expenses. The Company records reimbursements from customers for reimbursable costs and expenses as revenue and the related direct costs as operating expenses. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash The 7.5% Senior Bonds (see Note 4) require the Company to maintain a debt reserve account with a minimum balance of $3,034,573 at June 30, 2016 and thereafter $1,250,000. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are comprised of contract receivables, are recorded at the invoiced amount and do not bear interest. Earnings are charged with a provision for doubtful accounts based on a current review of the collectability of accounts. Accounts deemed uncollectable are applied against the allowance for doubtful accounts. No allowance for doubtful accounts was recorded by the Company at June 30, 2016 and December 31, Concentrations of Credit Risk The Company s customer concentration may impact its overall credit risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions affecting the drilling industry. For the three and six months ended June 30, 2015, all of the Company s revenues were received from Total E&P Congo. The Company is subject to concentrations of credit risk with respect to cash and cash equivalents, which the Company attempts to minimize by maintaining cash and cash equivalents with major high credit quality financial institutions. At times cash balances may exceed limits federally insured by the United States Federal Deposit Insurance Corporation. Certain of the Company s cash balances are maintained in foreign banks which may not be covered by deposit insurance. 10

12 Notes to Financial Statements Foreign Exchange Transactions The Company s functional currency is the United States (U.S.) dollar as the Company primarily contracts with contractors, finances capital and purchases equipment and services using the U.S. dollar. Transactions that are completed in a foreign currency are translated into U.S. dollars, and any gain or loss is recorded in the statements of operations. Property and Equipment Property and equipment is carried at cost less accumulated depreciation. The Company capitalizes expenditures for renewals, replacements and improvements, and expenses costs of maintenance and repairs as incurred. Depreciation on equipment is calculated on the straightline method over the estimated useful lives of the assets. Depreciation expense for each of the three months ended June 30, 2016 and 2015 was $1.1 million. Depreciation expense for the six months ended June 30, 2016 and 2015 was $2.2 million and $2.3 million, respectively. The estimated useful lives, in years, are defined below: Drilling rig and equipment: Barge and related marine equipment Mast equipment package, spare parts, and related equipment Furniture and office equipment 30 years 3-15 years 3 years Impairment of Long-lived Assets The carrying values of long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the undiscounted future net cash flows expected to result from the asset, including eventual disposition. If the undiscounted future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset s carrying value and fair value. The Company recorded no impairments for the three and six months ended June 30, 2016 and Income Taxes The Company is a Bermuda limited liability company. No activities were carried out in Bermuda in 2016 and 2015, and as such, the Company was not taxed by Bermuda. The Company s activities were taxable in the Republic of Congo during the three and six months ended June 30, Income taxes have been provided based upon the tax laws and rates in effect in the countries in which operations are conducted and income is earned. The Company follows guidance issued by the Financial Accounting Standards Board which clarifies accounting for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. 11

13 Notes to Financial Statements The Company believes that it has no uncertain income tax positions and that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within the next twelve months. In accordance with this guidance, the Company will record income tax related interest and penalties, if applicable, as a component of the provision for income tax expense. However, there were no amounts recognized for income tax related interest and penalties in the statements of operations for the three and six months ended June 30, 2016 and Reclassifications Certain reclassifications have been made to prior period financial statements to conform to current period presentations. The reclassifications had no effect on the Company s consolidated financial position, results of operations or cash flows. Subsequent Events The Company evaluates events and transactions occurring after the balance sheet date but before the financial statements are available to be issued. The Company evaluated such events and transactions through August 25, 2016, the date the financial statements were available for issuance. 4. Long-Term Debt Long-term debt consists of the following: June 30, December 31, % Senior Bonds $ 68,348,105 $ 69,848,105 Debt Discount, net (835,837) (1,022,386) Debt Issuance Costs, net (968,600) (1,189,124) Total Debt $ 66,543,668 $ 67,636,595 Less Current Portion of Long-Term Debt - (67,636,595) Long-Term Debt, net $ 66,543,668 $ - 7.5% Senior Bonds In July 2013, the Company issued $90,000,000 of Senior Bonds ( Bonds ), maturing in July 2018 that are collateralized by the Unit. The Bonds were issued at 97.5% of the face value and bear interest at 7.5%, with interest and principal payments payable quarterly that commenced October 4, During 2015, the Company purchased and retired $6.8 million of Senior Bonds at an average price of 66% of par value, resulting in a gain on early extinguishment of $1.8 million for the three and six months ended June 30, 2015, respectively. In April and May 2016, as part of the capital restructure (see Note 1), the bondholders passed several resolutions that provided, among other things, (i) a temporary waiver of payment of interest and principal that was due April 5, 2016, (ii) a waiver of the rig market value covenant and (iii) a reduction of the minimum cash balance from $5.0 million to $3.0 million. 12

14 Notes to Financial Statements The Bonds currently require the Company to comply with certain quarterly financial covenants as follows: Minimum cash balance of $3.0 million in a debt reserve account at June 30, 2016 and reduced in July 2016 to $1.25 million until the Rig is under contract During the waiver period from April 5, 2016 through July 20, 2016, the principal and interest payment due April 5, 2016 and July 5, 2016, accrued additional interest of 5% per annum. On July 20, 2016, the Company converted the April 5th and July 5th interest payments of $2.7 million into additional Bonds. The Bond Amendment, effective from July 20, 2016 through the date the Rig is under a charter contract, will, among other things, temporarily suspend bond principal and interest payments, temporarily reduce the fixed rate of the bonds from 7.5% to 0%, reduce the required debt reserve account to $1.25 million, and permanently waive the market value covenant requirement. The Bond Amendment further states that upon the Post Contract Date, the Bond Agreement, in particular with respect to maturity date, interest, cash sweep and covenants, will be further amended provided that the amended interest rate shall not exceed 10.00%. At June 30, 2016, the Company was in compliance with the Bond s financial covenants. The Bond Amendment requires no principal payments until the rig is under contract. Accordingly, the debt has been classified as non-current at June 30, At the time of the issuance of the December 31, 2015 financial statements, there was uncertainty in regards to the Company s ability to make the required principal and interest payments and meet financial covenants required at that time; therefore, the Company classified the entire debt balance as a current liability at December 31, Debt Discount The Bonds were issued at 97.5% of the face value. This discount is being amortized to interest expense over the scheduled maturity of the debt utilizing the straight-line method, which approximates the interest method. Amortization of the debt discount for each of the three months ended June 30, 2016 and 2015 was $0.1 million, and amortization of the debt discount for each of the six months ended June 30, 2016 and 2015, was $0.2 million. Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the scheduled maturity of the debt utilizing the straight-line method, which approximates the interest method. Amortization expense for each of the three months ended June 30, 2016 and 2015 was $0.1 million, and amortization expense for the six months ended June 30, 2016 and 2015 was $0.2 million and $0.3 million, respectively. 5. Commitments and Contingencies The Company may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. The Company regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. As of June 30, 2016, there were no threatened or pending legal matters that would have a material impact on the Company s financial statements. 13

15 Notes to Financial Statements 6. Related Party Transactions The Company has a shared service agreement with Atlantica Delta Ltd. ( AD ), a wholly-owned subsidiary of Atlantica Tender Drilling, Ltd. (a 25.26% equity investor in the Company) ( ATDL ), in regards to certain shore-based costs in the Congo. For the three months ended June 30, 2016 and 2015, fees for shared, shore-based costs and other reimbursable expenses billed to AD were $48,000 and $-0-, respectively. For the six months ended June 30, 2016 and 2015, fees for shared, shore-based costs and other reimbursable expenses billed to AD were $0.4 million and $-0-, respectively. Atlantica Management (USA) Inc., a wholly-owned subsidiary of ATDL (a 25.26% equity investor in the Company), has been contracted to provide management services for the Company for the management, marketing and operations of the Unit. In addition to managing the Unit, the Manager manages other tender drilling units ultimately owned by ATDL. One or more of these units may, from time to time, compete with the Alpha in the market for drilling services. At such times, as the Manager is wholly owned by ATDL, the interests of the Manager may conflict with those of the Company. For the three months ended June 30, 2016 and 2015, Atlantica Management (USA) Inc. billed $0.4 million and $0.8 million, respectively, for management services provided to the Company. For the six months ended June 30, 2016 and 2015, Atlantica Management (USA) Inc. billed $0.8 million and $1.4 million, respectively, for management services provided to the Company. At June 30, 2016 and December 31, 2015, the Company had a net payable of $0.3 million and $0.5 million, respectively, due to subsidiaries of ATDL related to management services, allocated shared shore-based costs in the Congo and other reimbursable expenses, including certain employee related costs, paid on the Company s behalf. 14

BassDrill Alpha Ltd. Financial Statements. As of and for the Years Ended December 31, 2015 and 2014

BassDrill Alpha Ltd. Financial Statements. As of and for the Years Ended December 31, 2015 and 2014 Financial Statements As of and for the Years Ended December 31, 2015 and 2014 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and