UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 20192020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13926
DIAMOND OFFSHORE DRILLING, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 76-0321760 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
15415 Katy Freeway
Houston, Texas
77094
(Address of principal executive offices)
(Zip Code)
(281) 492-5300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
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*The registrant’s Common Stock began trading on the OTC Pink Open Market on April 28, 2020 under the symbol “DOFSQ.”
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.Yesdays.Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ |
| Accelerated filer | ☐ |
Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ |
|
|
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of October 25, 2019July 30, 2020 Common stock, $0.01 par value per share 137,694,313138,054,311 shares
DIAMOND OFFSHORE DRILLING, INC.
TABLE OF CONTENTS FOR FORM 10-Q
QUARTER ENDED SEPTEMBERJUNE 30, 20192020
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| Condensed Consolidated Statements of Comprehensive |
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| Notes to Unaudited Condensed Consolidated Financial Statements |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share data)
|
| September 30, |
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| December 31, |
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| June 30, |
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| December 31, |
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| 2019 |
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| 2018 |
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| 2020 |
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| 2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | 209,132 |
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| $ | 154,073 |
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| $ | 485,883 |
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| $ | 156,281 |
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Marketable securities |
|
| — |
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| 299,849 |
| ||||||||
Accounts receivable, net of allowance for bad debts |
|
| 237,621 |
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| 168,620 |
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Restricted cash |
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| 25,519 |
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| — |
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Investment in bonds |
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| 5,720 |
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| — |
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Accounts receivable |
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| 196,633 |
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| 256,315 |
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Less: allowance for credit losses |
|
| (5,667 | ) |
|
| (5,459 | ) | ||||||||
Accounts receivable, net |
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| 190,966 |
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| 250,856 |
| ||||||||
Prepaid expenses and other current assets |
|
| 66,669 |
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| 163,396 |
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| 74,871 |
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| 68,658 |
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Asset held for sale |
|
| 1,000 |
|
|
| — |
| ||||||||
Assets held for sale |
|
| 2,000 |
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|
| 1,000 |
| ||||||||
Total current assets |
|
| 514,422 |
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|
| 785,938 |
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| 784,959 |
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| 476,795 |
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Drilling and other property and equipment, net of |
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accumulated depreciation |
|
| 5,150,876 |
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| 5,184,222 |
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| 4,286,176 |
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| 5,152,828 |
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Other assets |
|
| 205,736 |
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| 65,534 |
|
|
| 209,498 |
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| 204,421 |
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Total assets |
| $ | 5,871,034 |
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| $ | 6,035,694 |
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| $ | 5,280,633 |
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| $ | 5,834,044 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
| $ | 68,760 |
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| $ | 43,933 |
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| $ | 35,210 |
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| $ | 68,586 |
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Accrued liabilities |
|
| 190,204 |
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|
| 172,228 |
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|
| 145,457 |
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| 210,780 |
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Taxes payable |
|
| 20,242 |
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| 20,685 |
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| 15,948 |
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| 23,228 |
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Total current liabilities |
|
| 279,206 |
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| 236,846 |
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| 196,615 |
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| 302,594 |
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Long-term debt |
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| 1,975,275 |
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| 1,973,922 |
|
|
| — |
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| 1,975,741 |
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Deferred tax liability |
|
| 54,119 |
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| 104,380 |
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| 32,447 |
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| 47,528 |
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Other liabilities |
|
| 257,110 |
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| 135,893 |
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| 98,203 |
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| 275,971 |
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Total liabilities |
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| 2,565,710 |
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| 2,451,041 |
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Commitments and contingencies (Note 8) |
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Commitments and contingencies (Note 10) |
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Total liabilities not subject to compromise |
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| 327,265 |
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| 2,601,834 |
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Liabilities subject to compromise |
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| 2,722,679 |
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|
| — |
| ||||||||
Stockholders’ equity: |
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Preferred stock (par value $0.01, 25,000,000 shares authorized, NaN issued and outstanding) |
|
| — |
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| — |
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| — |
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| — |
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Common stock (par value $0.01, 500,000,000 shares authorized; 144,769,078 shares issued and 137,694,313 shares outstanding at September 30, 2019; 144,383,662 shares issued and 137,438,353 shares outstanding at December 31, 2018) |
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| 1,448 |
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| 1,444 |
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Common stock (par value $0.01, 500,000,000 shares authorized; 145,258,536 shares issued and 138,050,347 shares outstanding at June 30, 2020; 144,781,766 shares issued and 137,703,910 shares outstanding at December 31, 2019) |
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| 1,453 |
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| 1,448 |
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Additional paid-in capital |
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| 2,022,672 |
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| 2,018,143 |
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| 2,029,978 |
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| 2,024,347 |
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Retained earnings |
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| 1,486,971 |
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| 1,769,415 |
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| 405,441 |
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| 1,412,201 |
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Accumulated other comprehensive (loss) gain |
|
| (16 | ) |
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| 21 |
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Treasury stock, at cost (7,074,765 and 6,945,309 shares of common stock at September 30, 2019 and December 31, 2018, respectively) |
|
| (205,751 | ) |
|
| (204,370 | ) | ||||||||
Accumulated other comprehensive loss |
|
| (21 | ) |
|
| (18 | ) | ||||||||
Treasury stock, at cost (7,208,189 and 7,077,856 shares of common stock at June 30, 2020 and December 31, 2019, respectively) |
|
| (206,162 | ) |
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| (205,768 | ) | ||||||||
Total stockholders’ equity |
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| 3,305,324 |
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| 3,584,653 |
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| 2,230,689 |
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| 3,232,210 |
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Total liabilities and stockholders’ equity |
| $ | 5,871,034 |
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| $ | 6,035,694 |
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| $ | 5,280,633 |
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| $ | 5,834,044 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
|
| Three Months Ended |
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| Nine Months Ended |
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| Three Months Ended |
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| Six Months Ended |
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| September 30, |
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| September 30, |
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| June 30, |
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| June 30, |
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| 2019 |
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| 2018 |
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| 2019 |
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| 2018 |
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| 2020 |
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| 2019 |
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| 2020 |
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| 2019 |
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Revenues: |
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Contract drilling |
| $ | 242,315 |
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| $ | 280,691 |
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| $ | 676,284 |
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| $ | 833,970 |
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| $ | 188,637 |
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| $ | 207,273 |
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| $ | 406,503 |
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| $ | 433,970 |
| |
Revenues related to reimbursable expenses |
|
| 11,705 |
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|
| 5,631 |
|
|
| 27,984 |
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| 16,723 |
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|
| 9,566 |
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| 9,433 |
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| 20,870 |
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| 16,278 |
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Total revenues |
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| 254,020 |
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| 286,322 |
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| 704,268 |
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| 850,693 |
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| 198,203 |
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| 216,706 |
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| 427,373 |
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| 450,248 |
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Operating expenses: |
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Contract drilling, excluding depreciation |
|
| 201,568 |
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| 188,456 |
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| 593,779 |
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| 562,466 |
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| 165,943 |
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| 224,782 |
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| 350,455 |
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| 392,210 |
| |
Reimbursable expenses |
|
| 11,423 |
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|
| 5,574 |
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| 27,479 |
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| 16,458 |
|
|
| 8,307 |
|
|
| 9,313 |
|
|
| 19,419 |
|
|
| 16,057 |
| |
Depreciation |
|
| 88,693 |
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|
| 81,884 |
|
|
| 263,844 |
|
|
| 245,534 |
|
|
| 74,835 |
|
|
| 88,253 |
|
|
| 167,878 |
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|
| 175,151 |
| |
General and administrative |
|
| 18,830 |
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|
| 33,308 |
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| 51,436 |
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|
| 70,057 |
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|
| 15,701 |
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|
| 15,294 |
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|
| 32,046 |
|
|
| 32,605 |
| |
Impairment of assets |
|
| — |
|
|
| — |
|
|
| — |
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|
| 27,225 |
|
|
| — |
|
|
| — |
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|
| 774,028 |
|
|
| — |
| |
Restructuring and separation costs |
|
| — |
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|
| 649 |
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|
| — |
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|
| 4,925 |
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|
| 17,119 |
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|
| — |
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|
| 17,119 |
|
|
| — |
| |
Loss (gain) on disposition of assets |
|
| 6,340 |
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|
| (506 | ) |
|
| 1,191 |
|
|
| (1,066 | ) | |||||||||||||||||
Gain on disposition of assets |
|
| (220 | ) |
|
| (9,436 | ) |
|
| (3,653 | ) |
|
| (5,149 | ) | |||||||||||||||||
Total operating expenses |
|
| 326,854 |
|
|
| 309,365 |
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|
| 937,729 |
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|
| 925,599 |
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|
| 281,685 |
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|
| 328,206 |
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|
| 1,357,292 |
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|
| 610,874 |
| |
Operating loss |
|
| (72,834 | ) |
|
| (23,043 | ) |
|
| (233,461 | ) |
|
| (74,906 | ) |
|
| (83,482 | ) |
|
| (111,500 | ) |
|
| (929,919 | ) |
|
| (160,626 | ) | |
Other income (expense): |
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Interest income |
|
| 1,317 |
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|
| 2,364 |
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|
| 5,664 |
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|
| 6,001 |
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|
| 108 |
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|
| 1,933 |
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|
| 498 |
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|
| 4,346 |
| |
Interest expense, net of amounts capitalized |
|
| (31,098 | ) |
|
| (34,293 | ) |
|
| (92,182 | ) |
|
| (92,196 | ) | |||||||||||||||||
Foreign currency transaction (loss) gain |
|
| (77 | ) |
|
| (743 | ) |
|
| (1,883 | ) |
|
| 115 |
| |||||||||||||||||
Interest expense, net of amounts capitalized (excludes $24.6 million of contractual interest expense on debt subject to compromise for the three- and six-month periods ended June 30, 2020) |
|
| (10,333 | ) |
|
| (31,159 | ) |
|
| (42,655 | ) |
|
| (61,084 | ) | |||||||||||||||||
Foreign currency transaction loss |
|
| (1,004 | ) |
|
| (721 | ) |
|
| (797 | ) |
|
| (1,806 | ) | |||||||||||||||||
Reorganization items, net |
|
| (53,977 | ) |
|
| — |
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|
| (53,977 | ) |
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| — |
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Other, net |
|
| 82 |
|
|
| (179 | ) |
|
| 520 |
|
|
| 664 |
|
|
| (81 | ) |
|
| 105 |
|
|
| 242 |
|
|
| 438 |
| |
Loss before income tax benefit |
|
| (102,610 | ) |
|
| (55,894 | ) |
|
| (321,342 | ) |
|
| (160,322 | ) |
|
| (148,769 | ) |
|
| (141,342 | ) |
|
| (1,026,608 | ) |
|
| (218,732 | ) | |
Income tax benefit |
|
| 7,482 |
|
|
| 4,782 |
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|
| 38,898 |
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|
| 59,257 |
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|
| 3,949 |
|
|
| 27,354 |
|
|
| 19,848 |
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|
| 31,416 |
| |
Net loss |
| $ | (95,128 | ) |
| $ | (51,112 | ) |
| $ | (282,444 | ) |
| $ | (101,065 | ) |
| $ | (144,820 | ) |
| $ | (113,988 | ) |
| $ | (1,006,760 | ) |
| $ | (187,316 | ) | |
Loss per share, Basic and Diluted |
| $ | (0.69 | ) |
| $ | (0.37 | ) |
| $ | (2.05 | ) |
| $ | (0.74 | ) |
| $ | (1.05 | ) |
| $ | (0.83 | ) |
| $ | (7.30 | ) |
| $ | (1.36 | ) | |
Weighted-average shares outstanding: |
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Shares of common stock |
|
| 137,694 |
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|
| 137,434 |
|
|
| 137,636 |
|
|
| 137,386 |
|
|
| 138,043 |
|
|
| 137,691 |
|
|
| 137,937 |
|
|
| 137,607 |
| |
Dilutive potential shares of common stock |
|
| — |
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|
| — |
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| — |
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|
| — |
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|
| — |
|
|
| — |
|
|
| — |
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|
| — |
| |
Total weighted-average shares outstanding |
|
| 137,694 |
|
|
| 137,434 |
|
|
| 137,636 |
|
|
| 137,386 |
|
|
| 138,043 |
|
|
| 137,691 |
|
|
| 137,937 |
|
|
| 137,607 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OR LOSS
(Unaudited)
(In thousands)
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Three Months Ended June 30, |
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| Six Months Ended June 30, |
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|
| 2019 |
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| 2018 |
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| 2019 |
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| 2018 |
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| 2020 |
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| 2019 |
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| 2020 |
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| 2019 |
| ||||||||
Net loss |
| $ | (95,128 | ) |
| $ | (51,112 | ) |
| $ | (282,444 | ) |
| $ | (101,065 | ) |
| $ | (144,820 | ) |
| $ | (113,988 | ) |
| $ | (1,006,760 | ) |
| $ | (187,316 | ) |
Other comprehensive gains (losses), net of tax: |
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Derivative financial instruments: |
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Reclassification adjustment for gain included in net loss |
|
| (2 | ) |
|
| (2 | ) |
|
| (5 | ) |
|
| (5 | ) |
|
| (2 | ) |
|
| (2 | ) |
|
| (3 | ) |
|
| (3 | ) |
Investments in marketable securities: |
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Unrealized holding gain |
|
| - |
|
|
| 6 |
|
|
| 23 |
|
|
| 37 |
|
|
| — |
|
|
| 9 |
|
|
| — |
|
|
| 23 |
|
Reclassification adjustment for gain included in net loss |
|
| (8 | ) |
|
| (31 | ) |
|
| (55 | ) |
|
| (31 | ) |
|
| — |
|
|
| (15 | ) |
|
| — |
|
|
| (47 | ) |
Total other comprehensive (loss) gain |
|
| (10 | ) |
|
| (27 | ) |
|
| (37 | ) |
|
| 1 |
| ||||||||||||||||
Total other comprehensive loss |
|
| (2 | ) |
|
| (8 | ) |
|
| (3 | ) |
|
| (27 | ) | ||||||||||||||||
Comprehensive loss |
| $ | (95,138 | ) |
| $ | (51,139 | ) |
| $ | (282,481 | ) |
| $ | (101,064 | ) |
| $ | (144,822 | ) |
| $ | (113,996 | ) |
| $ | (1,006,763 | ) |
| $ | (187,343 | ) |
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except number of shares)
|
| Three Months Ended September 30, 2019 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Gains (Losses) |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
July 1, 2019 |
|
| 144,764,125 |
|
| $ | 1,448 |
|
| $ | 2,021,095 |
|
| $ | 1,582,099 |
|
| $ | (6 | ) |
|
| 7,073,498 |
|
| $ | (205,739 | ) |
| $ | 3,398,897 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (95,128 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (95,128 | ) |
Stock-based compensation, net of tax |
|
| 4,953 |
|
|
| — |
|
|
| 1,577 |
|
|
| — |
|
|
| — |
|
|
| 1,267 |
|
|
| (12 | ) |
|
| 1,565 |
|
Net loss on investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8 | ) |
|
| — |
|
|
| — |
|
|
| (8 | ) |
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| (2 | ) |
September 30, 2019 |
|
| 144,769,078 |
|
| $ | 1,448 |
|
| $ | 2,022,672 |
|
| $ | 1,486,971 |
|
| $ | (16 | ) |
|
| 7,074,765 |
|
| $ | (205,751 | ) |
| $ | 3,305,324 |
|
|
| Three Months Ended June 30, 2020 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Losses |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
April 1, 2020 |
|
| 145,107,046 |
|
| $ | 1,451 |
|
| $ | 2,025,887 |
|
| $ | 550,261 |
|
| $ | (19 | ) |
|
| 7,162,987 |
|
| $ | (206,092 | ) |
| $ | 2,371,488 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (144,820 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (144,820 | ) |
Stock-based compensation, net of tax |
|
| 151,490 |
|
|
| 2 |
|
|
| 4,091 |
|
|
| — |
|
|
| — |
|
|
| 45,202 |
|
|
| (70 | ) |
|
| 4,023 |
|
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| (2 | ) |
June 30, 2020 |
|
| 145,258,536 |
|
| $ | 1,453 |
|
| $ | 2,029,978 |
|
| $ | 405,441 |
|
| $ | (21 | ) |
|
| 7,208,189 |
|
| $ | (206,162 | ) |
| $ | 2,230,689 |
|
|
| Nine Months Ended September 30, 2019 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Gains (Losses) |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
January 1, 2019 |
|
| 144,383,662 |
|
| $ | 1,444 |
|
| $ | 2,018,143 |
|
| $ | 1,769,415 |
|
| $ | 21 |
|
|
| 6,945,309 |
|
| $ | (204,370 | ) |
| $ | 3,584,653 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (282,444 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (282,444 | ) |
Stock-based compensation, net of tax |
|
| 385,416 |
|
|
| 4 |
|
|
| 4,529 |
|
|
| — |
|
|
| — |
|
|
| 129,456 |
|
|
| (1,381 | ) |
|
| 3,152 |
|
Net loss on investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (32 | ) |
|
| — |
|
|
| — |
|
|
| (32 | ) |
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
| — |
|
|
| (5 | ) |
September 30, 2019 |
|
| 144,769,078 |
|
| $ | 1,448 |
|
| $ | 2,022,672 |
|
| $ | 1,486,971 |
|
| $ | (16 | ) |
|
| 7,074,765 |
|
| $ | (205,751 | ) |
| $ | 3,305,324 |
|
|
| Six Months Ended June 30, 2020 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Losses |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
January 1, 2020 |
|
| 144,781,766 |
|
| $ | 1,448 |
|
| $ | 2,024,347 |
|
| $ | 1,412,201 |
|
| $ | (18 | ) |
|
| 7,077,856 |
|
| $ | (205,768 | ) |
| $ | 3,232,210 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,006,760 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,006,760 | ) |
Stock-based compensation, net of tax |
|
| 476,770 |
|
|
| 5 |
|
|
| 5,631 |
|
|
| — |
|
|
| — |
|
|
| 130,333 |
|
|
| (394 | ) |
|
| 5,242 |
|
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3 | ) |
|
| — |
|
|
| — |
|
|
| (3 | ) |
June 30, 2020 |
|
| 145,258,536 |
|
| $ | 1,453 |
|
| $ | 2,029,978 |
|
| $ | 405,441 |
|
| $ | (21 | ) |
|
| 7,208,189 |
|
| $ | (206,162 | ) |
| $ | 2,230,689 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except number of shares)
|
| Three Months Ended June 30, 2019 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Gains (Losses) |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
April 1, 2019 |
|
| 144,606,992 |
|
| $ | 1,446 |
|
| $ | 2,019,555 |
|
| $ | 1,696,087 |
|
| $ | 2 |
|
|
| 7,026,789 |
|
| $ | (205,214 | ) |
| $ | 3,511,876 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (113,988 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (113,988 | ) |
Stock-based compensation, net of tax |
|
| 157,133 |
|
|
| 2 |
|
|
| 1,540 |
|
|
| — |
|
|
| — |
|
|
| 46,709 |
|
|
| (525 | ) |
|
| 1,017 |
|
Net loss on investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6 | ) |
|
| — |
|
|
| — |
|
|
| (6 | ) |
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| (2 | ) |
June 30, 2019 |
|
| 144,764,125 |
|
| $ | 1,448 |
|
| $ | 2,021,095 |
|
| $ | 1,582,099 |
|
| $ | (6 | ) |
|
| 7,073,498 |
|
| $ | (205,739 | ) |
| $ | 3,398,897 |
|
|
| Six Months Ended June 30, 2019 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Gains (Losses) |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
January 1, 2019 |
|
| 144,383,662 |
|
| $ | 1,444 |
|
| $ | 2,018,143 |
|
| $ | 1,769,415 |
|
| $ | 21 |
|
|
| 6,945,309 |
|
| $ | (204,370 | ) |
| $ | 3,584,653 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (187,316 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (187,316 | ) |
Stock-based compensation, net of tax |
|
| 380,463 |
|
|
| 4 |
|
|
| 2,952 |
|
|
| — |
|
|
| — |
|
|
| 128,189 |
|
|
| (1,369 | ) |
|
| 1,587 |
|
Net loss on investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (24 | ) |
|
| — |
|
|
| — |
|
|
| (24 | ) |
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3 | ) |
|
| — |
|
|
| — |
|
|
| (3 | ) |
June 30, 2019 |
|
| 144,764,125 |
|
| $ | 1,448 |
|
| $ | 2,021,095 |
|
| $ | 1,582,099 |
|
| $ | (6 | ) |
|
| 7,073,498 |
|
| $ | (205,739 | ) |
| $ | 3,398,897 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – Continued
(Unaudited)
(In thousands, except number of shares)
|
| Three Months Ended September 30, 2018 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Gains (Losses) |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
July 1, 2018 |
|
| 144,374,006 |
|
| $ | 1,444 |
|
| $ | 2,013,862 |
|
| $ | 1,899,735 |
|
| $ | 23 |
|
|
| 6,943,090 |
|
| $ | (204,334 | ) |
| $ | 3,710,730 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (51,112 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (51,112 | ) |
Stock-based compensation, net of tax |
|
| 4,506 |
|
|
| — |
|
|
| 1,568 |
|
|
| — |
|
|
| — |
|
|
| 964 |
|
|
| (20 | ) |
|
| 1,548 |
|
Net loss on investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (25 | ) |
|
| — |
|
|
| — |
|
|
| (25 | ) |
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| (2 | ) |
September 30, 2018 |
|
| 144,378,512 |
|
| $ | 1,444 |
|
| $ | 2,015,430 |
|
| $ | 1,848,623 |
|
| $ | (4 | ) |
|
| 6,944,054 |
|
| $ | (204,354 | ) |
| $ | 3,661,139 |
|
|
| Nine Months Ended September 30, 2018 |
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
| Total |
| |||
|
| Common Stock |
|
| Paid-In |
|
| Retained |
|
| Comprehensive |
|
| Treasury Stock |
|
| Stockholders’ |
| ||||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Gains (Losses) |
|
| Shares |
|
| Amount |
|
| Equity |
| ||||||||
December 31, 2017 |
|
| 144,085,292 |
|
| $ | 1,441 |
|
| $ | 2,011,397 |
|
| $ | 1,964,497 |
|
| $ | (5 | ) |
|
| 6,857,510 |
|
| $ | (203,069 | ) |
| $ | 3,774,261 |
|
Impact of change in accounting principle |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,812 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,812 | ) |
Adjusted balance at January 1, 2018 |
|
| 144,085,292 |
|
| $ | 1,441 |
|
| $ | 2,011,397 |
|
| $ | 1,949,685 |
|
| $ | (5 | ) |
|
| 6,857,510 |
|
| $ | (203,069 | ) |
| $ | 3,759,449 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (101,065 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (101,065 | ) |
Anti-dilution payments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
Stock options exercised |
|
| 3,773 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Stock-based compensation, net of tax |
|
| 289,447 |
|
|
| 3 |
|
|
| 4,033 |
|
|
| — |
|
|
| — |
|
|
| 86,544 |
|
|
| (1,285 | ) |
|
| 2,751 |
|
Net gain on investments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
Net loss on derivative financial instruments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
| — |
|
|
| (5 | ) |
September 30, 2018 |
|
| 144,378,512 |
|
| $ | 1,444 |
|
| $ | 2,015,430 |
|
| $ | 1,848,623 |
|
| $ | (4 | ) |
|
| 6,944,054 |
|
| $ | (204,354 | ) |
| $ | 3,661,139 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| September 30, |
|
| June 30, |
| ||||||||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (282,444 | ) |
| $ | (101,065 | ) |
| $ | (1,006,760 | ) |
| $ | (187,316 | ) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
| ||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
| ||||||||
Depreciation |
|
| 263,844 |
|
|
| 245,534 |
|
|
| 167,878 |
|
|
| 175,151 |
|
Loss on impairment of assets |
|
| — |
|
|
| 27,225 |
|
|
| 774,028 |
|
|
| - |
|
Loss (gain) on disposition of assets |
|
| 1,191 |
|
|
| (1,066 | ) | ||||||||
Reorganization items, net |
|
| 33,318 |
|
|
| - |
| ||||||||
Gain on disposition of assets |
|
| (3,653 | ) |
|
| (5,149 | ) | ||||||||
Deferred tax provision |
|
| (48,323 | ) |
|
| (69,109 | ) |
|
| (14,986 | ) |
|
| (31,125 | ) |
Stock-based compensation expense |
|
| 4,533 |
|
|
| 4,036 |
|
|
| 5,636 |
|
|
| 2,956 |
|
Contract liabilities, net |
|
| 15,060 |
|
|
| (6,589 | ) |
|
| 19,809 |
|
|
| 14,017 |
|
Contract assets, net |
|
| 302 |
|
|
| (4,395 | ) |
|
| 1,337 |
|
|
| (566 | ) |
Deferred contract costs, net |
|
| 49,866 |
|
|
| 34,901 |
|
|
| (9,492 | ) |
|
| 26,879 |
|
Long-term employee remuneration programs |
|
| (6,204 | ) |
|
| (954 | ) | ||||||||
Noncurrent collateral deposits |
|
| (18,262 | ) |
|
| - |
| ||||||||
Other assets, noncurrent |
|
| 180 |
|
|
| 823 |
|
|
| (6,186 | ) |
|
| (118 | ) |
Other liabilities, noncurrent |
|
| (90 | ) |
|
| (4,298 | ) |
|
| (1,417 | ) |
|
| 3 |
|
Other |
|
| 2,408 |
|
|
| 3,969 |
|
|
| 4,493 |
|
|
| (346 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (27,177 | ) |
|
| 57,881 |
|
|
| 54,023 |
|
|
| 5,534 |
|
Prepaid expenses and other current assets |
|
| (128 | ) |
|
| 4,901 |
|
|
| 950 |
|
|
| (2,002 | ) |
Accounts payable and accrued liabilities |
|
| 7,115 |
|
|
| (11,836 | ) |
|
| 42,139 |
|
|
| 9,961 |
|
Taxes payable |
|
| (548 | ) |
|
| 7,844 |
|
|
| (3,918 | ) |
|
| (9,608 | ) |
Net cash (used in) provided by operating activities |
|
| (14,211 | ) |
|
| 188,756 |
| ||||||||
Net cash provided by (used in) operating activities |
|
| 32,733 |
|
|
| (2,683 | ) | ||||||||
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
| (249,819 | ) |
|
| (159,751 | ) |
|
| (118,379 | ) |
|
| (172,335 | ) |
Proceeds from maturities of marketable securities |
|
| 2,300,000 |
|
|
| 775,000 |
|
|
| — |
|
|
| 2,025,000 |
|
Purchase of marketable securities |
|
| (1,996,996 | ) |
|
| (1,047,453 | ) |
|
| — |
|
|
| (1,872,107 | ) |
Proceeds from disposition of assets, net of disposal costs |
|
| 16,097 |
|
|
| 69,533 |
|
|
| 4,767 |
|
|
| 15,573 |
|
Net cash provided by (used in) investing activities |
|
| 69,282 |
|
|
| (362,671 | ) | ||||||||
Net cash used in investing activities |
|
| (113,612 | ) |
|
| (3,869 | ) | ||||||||
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under credit facility |
|
| 436,000 |
|
|
| — |
| ||||||||
Other |
|
| (12 | ) |
|
| (269 | ) |
|
| — |
|
|
| (12 | ) |
Net cash used in financing activities |
|
| (12 | ) |
|
| (269 | ) | ||||||||
Net change in cash and cash equivalents |
|
| 55,059 |
|
|
| (174,184 | ) | ||||||||
Cash and cash equivalents, beginning of period |
|
| 154,073 |
|
|
| 376,037 |
| ||||||||
Cash and cash equivalents, end of period |
| $ | 209,132 |
|
| $ | 201,853 |
| ||||||||
Net cash provided by (used in) financing activities |
|
| 436,000 |
|
|
| (12 | ) | ||||||||
Net change in cash, cash equivalents and restricted cash |
|
| 355,121 |
|
|
| (6,564 | ) | ||||||||
Cash, cash equivalents and restricted cash, beginning of period |
|
| 156,281 |
|
|
| 154,073 |
| ||||||||
Cash, cash equivalents and restricted cash, end of period |
| $ | 511,402 |
|
| $ | 147,509 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
The unaudited condensed consolidated financial statements of Diamond Offshore Drilling, Inc. and subsidiaries, which we refer to as “Diamond Offshore,” “we,” “us” or “our,” should be read in conjunction with our Annual Report on Form 10-K10-K/A for the year ended December 31, 20182019 (File No. 1-13926).
As of October 25, 2019,July 30, 2020, Loews Corporation owned approximately 53% of the outstanding shares of our common stock.
Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S.,United States, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, pursuant to such rules and regulations, they do not include all disclosures required by GAAP for annual financial statements. The condensed consolidated financial information has not been audited but, in the opinion of management, includes all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of Diamond Offshore’s condensed consolidated balance sheets, statements of operations, statements of comprehensive income or loss, statements of stockholders’ equity and statements of cash flows at the dates and for the periods indicated. Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated.
Recently Adopted Accounting Pronouncements
In FebruaryJune 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, Leases (Topic 842), or ASU 2016-02, which (i) requires lessees to recognize a right of use asset and a lease liability on the balance sheet for most leases, (ii) updates previous accounting standards for lessors to align certain requirements with the updates to lessee accounting standards and the revenue recognition accounting standards and (iii) requires enhanced disclosure of qualitative and quantitative information about an entity's leasing arrangements.
We adopted ASU 2016-02 effective January 1, 2019 using an optional transition method requiring leases existing at, or entered into after, January 1, 2019 to be recognized and measured under the new accounting standard. Prior period amounts have not been adjusted and continue to be reflected in accordance with our historical accounting for leases. In our adoption of ASU 2016-02, we also utilized a transition practical expedient package whereby we did not reassess (i) whether any of our expired or existing contracts contain a lease, (ii) the classification for any expired or existing leases and (iii) initial direct costs for any existing leases. The adoption of this standard resulted in the recording of operating lease assets and offsetting operating lease liabilities of $146.8 million as of January 1, 2019, with no related impact on our unaudited Condensed Consolidated Statements of Stockholders’ Equity. See Note 9.
Upon adoption of ASU 2016-02, we concluded that our drilling contracts contain a lease component for the use of our drilling rigs based on the updated definition of a lease. However, ASU 2016-02 provides for a practical expedient for lessors whereby, under certain circumstances, the lessor may combine the lease and non-lease components and account for the combined component in accordance with the accounting treatment for the predominant component. We have determined that our current drilling contracts qualify for this practical expedient and have combined the lease and service components of our standard drilling contracts. We continue to account for the combined component under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, or collectively Topic 606.
9
Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU, No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. ASU 2016-13 requires changesreplaces the incurred loss impairment methodology under previous GAAP by requiring entities to the recognition ofmeasure credit losses onof certain financial instruments not accounted for at fair value through net income,assets, including loans, debt securities, trade receivables, net investments in leases and available-for-sale debt securities. The amended standard broadens the informationutilizing a methodology that an entity must consider in developing its estimate ofreflects expected credit losses requiring an entity to estimate credit losses over the lifeand requires consideration of an exposure based on historical information, current information anda broader range of reasonable and supportable forecasts. The guidance isinformation to inform credit loss estimates.
We adopted ASU 2016-13 and its related amendments, or collectively, CECL, effective for interim and annual periods beginning after December 15, 2019 and will be applied usingJanuary 1, 2020, by recognizing a modified retrospective method with a cumulative effectcumulative-effect adjustment which was not material to beginning retained earnings. We are currently evaluating the effect the guidance will have on our unaudited condensed consolidated financial statements. CECL has been applied prospectively and therefore, prior periods have not been adjusted. See Notes 5 and 7.
AssetRestricted Cash
We maintain restricted cash bank accounts, which are subject to restrictions due to Bankruptcy Court order, to settle certain professional fees incurred upon or prior to our emergence from bankruptcy. See Note 2.
We classify such restricted cash accounts in current assets if the restrictions are expected to expire or otherwise be resolved within one year or if such funds are considered to offset current liabilities. At June 30, 2020, our restricted cash was considered to be current and was recorded in “Restricted cash” in our unaudited Condensed Consolidated Balance Sheets. See Note 7.
9
Assets Held for Sale
The $1.0We reported the aggregate $2.0 million net book value of the Ocean ConfidenceAmerica and Ocean Rover, aboth previously impaired semisubmersible rigrigs that waswere cold stacked in 2015 has been reportedand 2016, respectively, as “Asset“Assets held for sale” in our unaudited Condensed Consolidated Balance Sheets at SeptemberJune 30, 2019.2020.
2. Chapter 11 Proceedings
Chapter 11 Cases
On April 26, 2020 (or the Petition Date), Diamond Offshore Drilling, Inc. (or the Company) and certain of its direct and indirect subsidiaries (which we refer to, together with the Company, as the “Debtors”) filed voluntary petitions for relief under chapter 11 (or Chapter 11) of title 11 of the United States Code (or the Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas (or the Bankruptcy Court). The Chapter 11 Cases are jointly administered under the caption In re Diamond Offshore Drilling, Inc., et al, Case No. 20-32307.
The Debtors filed motions with the Bankruptcy Court seeking authorization to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (or the Bankruptcy Code) and orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors filed with the Bankruptcy Court a variety of motions seeking “first day” relief, including authority to continue using their cash management system, pay employee wages and benefits and pay certain vendors and suppliers in the ordinary course of business (or the First Day Motions), all of which were approved.
Pursuant to the First Day Motions, and subject to certain terms and dollar limits included therein, the Debtors were authorized to continue to use their unrestricted cash on hand, as well as all cash generated from daily operations, which is being used to continue the Debtors’ operations without interruption during the course of their restructuring. Also pursuant to the First Day Motions, the Debtors received Bankruptcy Court authorization to, among other things and subject to the terms and conditions set forth in the applicable orders, pay prepetition employee wages, salaries, health benefits and other employee obligations during their restructuring, pay certain claims relating to critical and other vendors, continue their cash management programs and insurance policies and continue to honor their current customer programs. The Debtors are authorized under the Bankruptcy Code to pay post-petition expenses incurred in the ordinary course of business without seeking Bankruptcy Court approval. Until a plan of reorganization is approved and effective, the Debtors will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
Commencement of the Chapter 11 Cases automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date, actions to enforce pre-Petition Date contractual rights or remedies against the Debtors and actions to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the commencement of the Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against the Debtors or their property to recover on, collect, or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers.
The U.S. Trustee for the Southern District of Texas filed a notice appointing an official committee of unsecured creditors on May 11, 2020, which was subsequently reconstituted on June 11, 2020.
On May 27, 2020, the Bankruptcy Court approved a new key employee retention plan and a new non-executive incentive plan covering certain non-executive key employees. On June 23, 2020, the Bankruptcy Court approved a key employee incentive plan covering certain additional key employees, including our executive officers. Upon the participating employee’s acceptance of an award under the new compensation plans, all outstanding unvested incentive awards previously granted to the employee under our previously-existing incentive plans, consisting of restricted stock units (or RSUs), stock appreciation rights (or SARs) and/or cash incentive awards, were canceled.
10
As of June 30, 2020, the Debtors had not emerged from bankruptcy and no plan of reorganization or restructuring support agreement had been filed with the Bankruptcy Court. Negotiations between the various parties to the Chapter 11 Cases are ongoing. A plan of reorganization, if and when approved by the Bankruptcy Court, could materially change the amounts and classifications of assets and liabilities reported in the accompanying unaudited condensed consolidated financial statements.
Going Concern
During the first quarter of 2020, the business climate in which we operate experienced a significant adverse change, primarily as a result of the market impacts of the oil price war between Saudi Arabia and Russia and regulatory, market and commercial challenges that arose due to the COVID-19 pandemic and efforts to mitigate the spread of the virus, both of which resulted in a dramatic decline in oil prices. As a result of the filing of the Chapter 11 Cases, the principal and interest due under our outstanding senior notes and revolving credit facility became immediately due and payable and have been presented as “Liabilities subject to compromise” in our unaudited Condensed Consolidated Balance Sheets at June 30, 2020. However, any efforts to enforce such payment obligations with respect to our senior notes and revolving credit facility are automatically stayed as a result of the filing of the Chapter 11 Cases. We have projected that we will not have sufficient cash on hand or available liquidity to repay all such outstanding debt. For the six months ended June 30, 2020, we reported a net loss of $1.0 billion, inclusive of a pre-tax $774.0 million impairment charge.
These conditions and events raise substantial doubt over our ability to continue as a going concern for twelve months after the date our financial statements are issued. Financial information in this report has been prepared on the basis that we will continue as a going concern, which presumes that we will be able to realize our assets and discharge our liabilities in the normal course of business as they come due. Financial information in this report does not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if we were unable to realize our assets and settle our liabilities as a going concern in the normal course of operations. Such adjustments could be material.
Our long-term liquidity requirements and the adequacy of capital resources are difficult to predict at this time. Although we anticipate that the Chapter 11 Cases will help address our liquidity concerns, as of June 30, 2020, we do not have a plan of reorganization in place. Additionally, the approval of a plan of reorganization is not within our control and uncertainty remains over the Bankruptcy Court's approval of a plan of reorganization. As such, due to the absence of a plan of reorganization and lack of clarity regarding emergence from bankruptcy, we have concluded that substantial doubt continues to exist about our ability to continue as a going concern.
Chapter 11 Accounting
We have prepared our unaudited condensed consolidated financial statements as if we were a going concern and in accordance with FASB Accounting Standards Codification Topic No. 852 – Reorganizations, or ASC 852.
Prepetition Restructuring Charges. We have reported legal and other professional advisor fees incurred in relation to the Chapter 11 Cases, but prior to the Petition Date, as “Restructuring and separation costs” in our unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020. See Note 11 for a discussion of other costs included in “Restructuring and separation costs.”
Reorganization Items. Expenditures, gains and losses that are realized or incurred by the Debtors subsequent to the Petition Date and as a direct result of the Chapter 11 Cases are reported as “Reorganization items, net” in our unaudited Condensed Consolidated Statements of Operations. These costs include legal and other professional advisory service fees pertaining to the Chapter 11 Cases and all adjustments made to the carrying amount of certain prepetition liabilities reflecting claims expected to be allowed by the Bankruptcy Court.
11
The following table provides information about reorganization items incurred during the three- and six-month periods ended June 30, 2020, subsequent to the Petition Date (in thousands):
|
| June 30, |
|
| |
|
| 2020 |
|
| |
Professional fees (1) |
| $ | 20,659 |
|
|
Write-off of debt issuance costs |
|
| 27,493 |
|
|
Adjustments for estimated claims and rejected contracts |
|
| 6,539 |
|
|
Gain on settlement with certain unsecured vendors |
|
| (714 | ) |
|
Total reorganization items, net |
| $ | 53,977 |
|
|
(1) | Payments of $0.3 million related to professional fees have been presented as cash outflows from operating activities in our unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020. See Note 5. |
Liabilities Subject to Compromise. We have reported prepetition unsecured and under-secured obligations that may be impacted by the Chapter 11 Cases as “Liabilities subject to compromise” in our unaudited Condensed Consolidated Balance Sheets at June 30, 2020. ASC 852 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed by the Bankruptcy Court. The amounts currently reported as liabilities subject to compromise are preliminary and may be subject to future adjustment depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events. These amounts represent our best estimate of allowed claims that will be resolved as part of the bankruptcy proceedings, but may be ultimately settled for a lesser amount. We will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material.
Liabilities subject to compromise at June 30, 2020 consist of the following (in thousands):
|
| June 30, |
| |
|
| 2020 |
| |
Debt subject to compromise: |
|
|
|
|
Borrowings under credit facility |
| $ | 436,000 |
|
3.45% Senior Notes due 2023 |
|
| 250,000 |
|
7.875% Senior Notes due 2025 |
|
| 500,000 |
|
5.70% Senior Notes due 2039 |
|
| 500,000 |
|
4.875% Senior Notes due 2043 |
|
| 750,000 |
|
Lease liabilities |
|
| 144,999 |
|
Accrued interest |
|
| 47,636 |
|
Accounts payable |
|
| 65,526 |
|
Other accrued liabilities |
|
| 24,460 |
|
Other liabilities |
|
| 4,058 |
|
Total liabilities subject to compromise |
| $ | 2,722,679 |
|
Upon filing of the Chapter 11 Cases on April 26, 2020, we ceased accruing interest on our senior unsecured debt and borrowings under our credit facility. As a result, we did not record $20.2 million and $4.4 million of contractual interest expense related to our senior notes and borrowings under our credit facility, respectively.
12
Debtor Financial Statements.
Unaudited condensed consolidated financial statements of the Debtors are set forth below. These financial statements exclude the financial statements of the non-Debtor subsidiaries. Transactions and balances of receivables and payables between the Debtors have been eliminated in consolidation. Amounts payable to the non-Debtor subsidiaries are reported in the unaudited condensed consolidated balance sheet of the Debtors.
DIAMOND OFFSHORE DRILLING, INC. AND CERTAIN SUBSIDIARIES PARTY TO THE BANKRUPTCY CASES (DEBTOR-IN-POSSESSION)
CONDENSED COMBINED BALANCE SHEET
(Unaudited)
(In thousands)
|
| June 30, |
| |
|
| 2020 |
| |
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
| $ | 475,285 |
|
Restricted cash |
|
| 25,519 |
|
Accounts receivable |
|
| 165,590 |
|
Less: allowance for credit losses |
|
| (208 | ) |
Accounts receivable, net |
|
| 165,382 |
|
Prepaid expenses and other current assets |
|
| 62,265 |
|
Assets held for sale |
|
| 1,000 |
|
Total current assets |
|
| 729,451 |
|
Drilling and other property and equipment, net of |
|
|
|
|
accumulated depreciation |
|
| 4,275,371 |
|
Investments in non-debtor subsidiaries |
|
| 2,458,447 |
|
Noncurrent deferred tax assets, net |
|
| 29,542 |
|
Other assets |
|
| 195,162 |
|
Total assets |
| $ | 7,687,973 |
|
LIABILITIES AND DEBTORS’ EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable |
| $ | 30,456 |
|
Accrued liabilities |
|
| 128,721 |
|
Taxes payable |
|
| 17,394 |
|
Amounts payable to non-debtor subsidiaries |
|
| 1,031,470 |
|
Total current liabilities |
|
| 1,208,041 |
|
Note payable to non-debtor subsidiary |
|
| 328,000 |
|
Other liabilities |
|
| 44,450 |
|
Total liabilities not subject to compromise |
|
| 1,580,491 |
|
Liabilities subject to compromise |
|
| 2,722,679 |
|
Total debtors’ equity |
|
| 3,384,803 |
|
Total liabilities and debtors’ equity |
| $ | 7,687,973 |
|
13
DIAMOND OFFSHORE DRILLING, INC. AND CERTAIN SUBSIDIARIES PARTY TO THE BANKRUPTCY CASES (DEBTOR-IN-POSSESSION)
CONDENSED COMBINED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands)
|
| Six Months Ended |
| |
|
| June 30, |
| |
|
| 2020 |
| |
Revenues: |
|
|
|
|
Contract drilling |
| $ | 349,704 |
|
Revenues related to reimbursable expenses |
|
| 20,909 |
|
Total revenues |
|
| 370,613 |
|
Operating expenses: |
|
|
|
|
Contract drilling, excluding depreciation |
|
| 301,060 |
|
Reimbursable expenses |
|
| 19,458 |
|
Depreciation |
|
| 167,392 |
|
General and administrative |
|
| 29,405 |
|
Impairment of assets |
|
| 774,028 |
|
Restructuring and separation costs |
|
| 15,085 |
|
Gain on disposition of assets |
|
| (3,615 | ) |
Total operating expenses |
|
| 1,302,813 |
|
Operating loss |
|
| (932,200 | ) |
Other income (expense): |
|
|
|
|
Interest income |
|
| 488 |
|
Interest expense, net of amounts capitalized |
|
| (49,631 | ) |
Foreign currency transaction gain |
|
| 1,194 |
|
Reorganization items, net |
|
| (53,977 | ) |
Other, net |
|
| (456 | ) |
Loss before income tax benefit |
|
| (1,034,582 | ) |
Income tax benefit |
|
| 25,864 |
|
Net loss |
| $ | (1,008,718 | ) |
14
DIAMOND OFFSHORE DRILLING, INC. AND CERTAIN SUBSIDIARIES PARTY TO THE BANKRUPTCY CASES (DEBTOR-IN-POSSESSION)
CONDENSED COMBINED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
|
| Six Months Ended |
| |
|
| June 30, |
| |
|
| 2020 |
| |
Operating activities: |
|
|
|
|
Net loss |
| $ | (1,008,718 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
Depreciation |
|
| 167,392 |
|
Loss on impairment of assets |
|
| 774,028 |
|
Reorganization items, net |
|
| 33,318 |
|
Gain on disposition of assets |
|
| (3,615 | ) |
Deferred tax provision |
|
| (14,986 | ) |
Stock-based compensation expense |
|
| 5,636 |
|
Contract liabilities, net |
|
| 22,320 |
|
Contract assets, net |
|
| 3,444 |
|
Deferred contract costs, net |
|
| (13,487 | ) |
Long-term employee remuneration programs |
|
| (5,421 | ) |
Noncurrent collateral deposits |
|
| (18,262 | ) |
Other assets, noncurrent |
|
| (6,450 | ) |
Other liabilities, noncurrent |
|
| (33 | ) |
Other |
|
| 4,382 |
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable |
|
| 31,047 |
|
Prepaid expenses and other current assets |
|
| (325 | ) |
Accounts payable and accrued liabilities |
|
| 50,296 |
|
Taxes payable |
|
| (18,545 | ) |
Due to non-debtor subsidiaries |
|
| 35,254 |
|
Net cash provided by operating activities |
|
| 37,275 |
|
Investing activities: |
|
|
|
|
Capital expenditures |
|
| (113,575 | ) |
Capital contribution to non-debtor subsidiary |
|
| (5,724 | ) |
Proceeds from disposition of assets, net of disposal costs |
|
| 4,730 |
|
Net cash used in investing activities |
|
| (114,569 | ) |
Financing activities: |
|
|
|
|
Borrowings under Credit Facility |
|
| 436,000 |
|
Net cash provided by financing activities |
|
| 436,000 |
|
Net change in cash, cash equivalents and restricted cash |
|
| 358,706 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
| 142,098 |
|
Cash, cash equivalents and restricted cash, end of period |
| $ | 500,804 |
|
15
3. Revenue from Contracts with Customers
The activities that primarily drive the revenue earned from our contract drilling contractsservices include (i) providing a drilling rig and the crew and supplies necessary to operate the rig, (ii) mobilizing and demobilizing the rig to and from the drill site and (iii) performing rig preparation activities and/or modifications required for the contract. Consideration received for performing these activities may consist of dayrate drilling revenue, mobilization and demobilization revenue, contract preparation revenue and reimbursement revenue. We account for these integrated services provided within our drilling contracts as a single performance obligation satisfied over time and comprised of a series of distinct time increments in which we provide drilling services.
Dayrate and other revenue for activities that correspond to a distinct time increment within the contract term are recognized in the period in which the services are performed. Consideration for activities that are not distinct within the context of our contracts and do not correspond to a distinct time increment within the contract term isare allocated across the single performance obligation and recognized ratably in proportion to the actual services performed over the initial term of the contract (which is the period we estimate to be benefited from the corresponding activities and generally ranges from two to 60 months). Such consideration may include mobilization, demobilization, contract preparation and capital modification revenue that is stipulated in our drilling contracts. Consideration for activities that correspond to a distinct time increment within the contract term is recognized in the period when the services are performed. The total transaction price is determined for each individual contract by estimating both fixed and variable consideration expected to be earned over the term of the contract.
Contract Balances
The following table provides information about receivables, contract assets and contract liabilities from our contracts with customers (in thousands):
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Trade receivables |
| $ | 185,934 |
|
| $ | 160,463 |
|
| $ | 147,113 |
|
| $ | 199,572 |
|
Current contract assets (1) |
|
| 8,638 |
|
|
| 6,832 |
|
|
| 4,977 |
|
|
| 6,314 |
|
Noncurrent contract assets (1) |
|
| — |
|
|
| 2,107 |
| ||||||||
Current contract liabilities (deferred revenue) (1) |
|
| (6,056 | ) |
|
| (2,803 | ) |
|
| (56,404 | ) |
|
| (9,573 | ) |
Noncurrent contract liabilities (deferred revenue) (1) |
|
| (29,531 | ) |
|
| (17,723 | ) |
|
| (11,509 | ) |
|
| (38,531 | ) |
(1) | Contract assets and contract liabilities may reflect balances which have been netted together on a contract basis. Net current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Accrued liabilities,” respectively, and net noncurrent contract |
10
Significant changes in the contract assets and the contract liabilities balances during the period are as follows (in thousands):
|
| Net Contract |
| |
|
| Balances |
| |
Contract assets at January 1, 2019 |
| $ | 8,939 |
|
Contract liabilities at January 1, 2019 |
|
| (20,526 | ) |
Net balance at January 1, 2019 |
|
| (11,587 | ) |
Decrease due to amortization of revenue included in the beginning contract liability balance |
|
| 5,385 |
|
Increase due to cash received, excluding amounts recognized as revenue during the period |
|
| (20,444 | ) |
Increase due to revenue recognized during the period but contingent on future performance |
|
| 3,537 |
|
Decrease due to transfer to receivables during the period |
|
| (2,796 | ) |
Adjustments |
|
| (1,044 | ) |
Net balance at September 30, 2019 |
| $ | (26,949 | ) |
Contract assets at September 30, 2019 |
| $ | 8,638 |
|
Contract liabilities at September 30, 2019 |
|
| (35,587 | ) |
|
| Net Contract |
| |
|
| Balances |
| |
Contract assets at January 1, 2020 |
| $ | 6,314 |
|
Contract liabilities at January 1, 2020 |
|
| (48,104 | ) |
Net balance at January 1, 2020 |
|
| (41,790 | ) |
Decrease due to amortization of revenue included in the beginning contract liability balance |
|
| 13,436 |
|
Increase due to cash received, excluding amounts recognized as revenue during the period |
|
| (33,246 | ) |
Increase due to revenue recognized during the period but contingent on future performance |
|
| 2,615 |
|
Decrease due to transfer to receivables during the period |
|
| (3,252 | ) |
Adjustments |
|
| (699 | ) |
Net balance at June 30, 2020 |
| $ | (62,936 | ) |
Contract assets at June 30, 2020 |
| $ | 4,977 |
|
Contract liabilities at June 30, 2020 |
|
| (67,913 | ) |
16
Transaction Price Allocated to Remaining Performance Obligations
The following table reflects the specified types of revenue expected to be recognized in the future related to unsatisfied performance obligations as of SeptemberJune 30, 20192020 (in thousands):
|
| For the Years Ending December 31, |
|
| For the Years Ending December 31, |
| ||||||||||||||||||||||||||||||
|
| 2019 (1) |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| Total |
|
| 2020 (1) |
|
| 2021 |
|
| 2022 |
|
| Total |
| |||||||||
Mobilization and contract preparation revenue |
| $ | 714 |
|
| $ | 2,270 |
|
| $ | 632 |
|
| $ | 124 |
|
| $ | 3,740 |
|
| $ | 3,484 |
|
| $ | 4,136 |
|
| $ | 1,591 |
|
| $ | 9,211 |
|
Capital modification revenue |
|
| 1,612 |
|
|
| 4,934 |
|
|
| 228 |
|
|
| — |
|
|
| 6,774 |
|
|
| 9,398 |
|
|
| 16,344 |
|
|
| 2,275 |
|
|
| 28,017 |
|
Blended rate revenue |
|
| — |
|
|
| 21,410 |
|
|
| 7,007 |
|
|
| — |
|
|
| 28,417 |
| ||||||||||||||||
Blended rate revenue and other |
|
| 21,620 |
|
|
| 9,819 |
|
|
| — |
|
|
| 31,439 |
| ||||||||||||||||||||
Total |
| $ | 2,326 |
|
| $ | 28,614 |
|
| $ | 7,867 |
|
| $ | 124 |
|
| $ | 38,931 |
|
| $ | 34,502 |
|
| $ | 30,299 |
|
| $ | 3,866 |
|
| $ | 68,667 |
|
(1) | Represents the |
The revenue included above consists of expected fixed mobilization and upgrade revenue for both wholly and partially unsatisfied performance obligations, as well as expected variable mobilization and upgrade revenue for partially unsatisfied performance obligations, which has been estimated for purposes of allocating across the entire corresponding performance obligations. Revenue expected to be recognized in the future related to the blending of rates when a contract has operating dayrates that decrease over the initial contract term is also included. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at SeptemberJune 30, 2019.2020. The actual timing of recognition of such amounts may vary due to factors outside of our control. We have applied the disclosure practical expedient in ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606606) and its related amendments, and have not included estimated variable consideration related to wholly unsatisfied performance obligations or to distinct future time increments within our contracts, including dayrate revenue.
3.4. Impairment of Assets
20192020 Evaluation. DuringFor the thirdsecond quarter of 2019,ended June 30, 2020, we evaluated 34 of our drilling rigs that hadwith indicators of impairment. Based on our assumptions and analysis at that time, we determined that the undiscounted probability-weighted cash flow for each rig was in excess of its respective carrying value. As a result, we concluded that 0 impairment of these rigs had occurred at SeptemberJune 30, 2019.2020.
As discussed in Note 2, during the first quarter of September 30, 2019, there were 10 rigs2020, the business climate in which we operate experienced a significant adverse change, which resulted in a dramatic decline in oil prices. During the first quarter of 2020, we evaluated 5 of our drilling fleet not previously written downrigs that had indicators of impairment. Based on our assumptions and analysis at that time, we determined that the carrying value of 4 of these rigs was impaired (we collectively refer to scrap,these four rigs as the 2020 Impaired Rigs).
We estimated the fair values of the 2020 Impaired Rigs using an income approach, whereby the fair value of each rig was estimated based on a calculation of the rig’s future net cash flows. These calculations utilized significant unobservable inputs, including management’s assumptions related to estimated dayrate revenue, rig utilization, estimated capital expenditures, repair and regulatory survey costs, as well as estimated proceeds that may be received on ultimate disposition of each rig. Our fair value estimates were representative of Level 3 fair value measurements due to the significant level of estimation involved and the lack of transparency as to the inputs used.
We recorded aggregate impairments of $774.0 million for which there were no current indicatorsthe six months ended June 30, 2020 related to our 2020 Impaired Rigs. See Note 7.
We evaluate our property and equipment for impairment whenever changes in circumstances indicate that theirthe carrying amountsamount of an asset may not be recoverable and, thus, were not evaluated for impairment.recoverable. If market fundamentals in the offshore oil and gas industry deteriorate further or a projected market recovery is further delayed, we may be required to recognize additional impairment lossescharges in future periods.
1117
2018 Impairment. During the second quarter of 2018, we recorded an impairment loss of $27.2 million to recognize a reduction in fair value of the Ocean Scepter, a jack-up rig that was marketed for sale at that time. We estimated the fair value of the impaired jack-up rig using a market approach based on a signed agreement to sell the rig, less estimated costs to sell. We considered this valuation approach to be a Level 3 fair value measurement due to the level of estimation involved as the sale had not yet been completed at the time of our analysis. The Ocean Scepter was sold in July 2018.
4.5. Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Accounts receivable, net of allowance for bad debts,credit losses, consist of the following (in thousands):
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Trade receivables |
| $ | 185,934 |
|
| $ | 160,463 |
|
| $ | 147,113 |
|
| $ | 199,572 |
|
Federal income tax receivables |
|
| 38,574 |
|
|
| — |
|
|
| 38,574 |
|
|
| 38,574 |
|
Value added tax receivables |
|
| 18,266 |
|
|
| 13,237 |
|
|
| 10,750 |
|
|
| 17,716 |
|
Related party receivables |
|
| 132 |
|
|
| 174 |
|
|
| 54 |
|
|
| 166 |
|
Other |
|
| 174 |
|
|
| 205 |
|
|
| 142 |
|
|
| 287 |
|
|
|
| 243,080 |
|
|
| 174,079 |
|
|
| 196,633 |
|
|
| 256,315 |
|
Allowance for bad debts |
|
| (5,459 | ) |
|
| (5,459 | ) | ||||||||
Allowance for credit losses |
|
| (5,667 | ) |
|
| (5,459 | ) | ||||||||
Total |
| $ | 237,621 |
|
| $ | 168,620 |
|
| $ | 190,966 |
|
| $ | 250,856 |
|
The allowance for credit losses at June 30, 2020 and December 31, 2019, represents our current estimate of credit losses associated with our “Trade receivables” and “Current contract assets.” See Note 7 for a discussion of our concentrations of credit risk and allowance for credit losses. |
Prepaid expenses and other current assets consist of the following (in thousands):
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Deferred contract costs |
| $ | 26,252 |
|
| $ | 70,021 |
|
| $ | 23,919 |
|
| $ | 20,019 |
|
Prepaid taxes |
|
| 16,095 |
|
|
| 12,475 |
| ||||||||
Rig spare parts and supplies |
|
| 17,331 |
|
|
| 20,256 |
|
|
| 13,025 |
|
|
| 18,250 |
|
Current contract assets |
|
| 8,638 |
|
|
| 6,832 |
|
|
| 4,977 |
|
|
| 6,314 |
|
Prepaid insurance |
|
| 4,113 |
|
|
| 2,892 |
| ||||||||
Prepaid legal retainers |
|
| 3,623 |
|
|
| - |
| ||||||||
Prepaid rig costs |
|
| 4,041 |
|
|
| 5,247 |
|
|
| 3,007 |
|
|
| 2,990 |
|
Prepaid insurance |
|
| 3,587 |
|
|
| 2,742 |
| ||||||||
Prepaid taxes |
|
| 826 |
|
|
| 54,412 |
| ||||||||
Other |
|
| 5,994 |
|
|
| 3,886 |
|
|
| 6,112 |
|
|
| 5,718 |
|
Total |
| $ | 66,669 |
|
| $ | 163,396 |
|
| $ | 74,871 |
|
| $ | 68,658 |
|
Accrued liabilities consist of the following (in thousands):
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Deferred revenue |
| $ | 56,404 |
|
| $ | 9,573 |
| ||||||||
Payroll and benefits |
|
| 29,330 |
|
|
| 42,494 |
| ||||||||
Shorebase and administrative costs |
|
| 25,126 |
|
|
| 5,275 |
| ||||||||
Rig operating expenses |
|
| 15,536 |
|
|
| 37,969 |
| ||||||||
Accrued capital project/upgrade costs |
| $ | 39,169 |
|
| $ | 37,379 |
|
|
| 10,069 |
|
|
| 56,603 |
|
Payroll and benefits |
|
| 38,370 |
|
|
| 47,564 |
| ||||||||
Personal injury and other claims |
|
| 6,363 |
|
|
| 7,074 |
| ||||||||
Current operating lease liability |
|
| 619 |
|
|
| 20,030 |
| ||||||||
Interest payable |
|
| 36,813 |
|
|
| 28,234 |
|
|
| - |
|
|
| 28,234 |
|
Rig operating expenses |
|
| 35,422 |
|
|
| 42,323 |
| ||||||||
Current operating lease liability |
|
| 19,143 |
|
|
| - |
| ||||||||
Personal injury and other claims |
|
| 6,790 |
|
|
| 5,544 |
| ||||||||
Deferred revenue |
|
| 6,056 |
|
|
| 2,803 |
| ||||||||
Shorebase and administrative costs |
|
| 4,871 |
|
|
| 6,217 |
| ||||||||
Other |
|
| 3,570 |
|
|
| 2,164 |
|
|
| 2,010 |
|
|
| 3,528 |
|
Total |
| $ | 190,204 |
|
| $ | 172,228 |
|
| $ | 145,457 |
|
| $ | 210,780 |
|
|
|
|
|
|
|
|
|
|
We adopted ASU 2016-02 effective January 1, 2019, which required us to recognize a right of use asset and a lease liability on the balance sheet for most leases. See Note 9.
1218
Condensed Consolidated Statements of Cash Flows Information
Noncash operating and investing activities excluded from the unaudited Condensed Consolidated Statements of Cash Flows and other supplemental cash flow information is as follows (in thousands):
|
| Nine Months Ended September 30, |
|
| Six Months Ended June 30, |
| ||||||||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Accrued but unpaid capital expenditures at period end |
| $ | 39,169 |
|
| $ | 19,413 |
|
| $ | 15,593 |
|
| $ | 32,916 |
|
Common stock withheld for payroll tax obligations (1) |
|
| 1,381 |
|
|
| 1,285 |
|
|
| 394 |
|
|
| 1,369 |
|
Cash interest payments |
|
| 76,219 |
|
|
| 76,219 |
|
|
| 19,843 |
|
|
| 56,531 |
|
Cash paid for reorganization items, net |
|
| 274 |
|
|
| — |
| ||||||||
Cash income taxes paid, net of (refunds): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
| 13,227 |
|
|
| 5,941 |
|
|
| 9,813 |
|
|
| 10,025 |
|
U.S. Federal |
|
| — |
|
|
| (7,389 | ) | ||||||||
State |
|
| (15 | ) |
|
| 2 |
|
|
| (14 | ) |
|
| (15 | ) |
(1) | Represents the cost of |
5.See Note 7 for a discussion of Trinidad bonds received in settlement of a VAT receivable.
6. Loss Per Share
We present basic and diluted net income (loss)loss per share on our unaudited Condensed Consolidated Statements of Operations. Basic net income (loss)loss per share excludes dilution and is computed by dividing net income (loss)loss by the weighted-average number of shares of common sharesstock outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (common share equivalents) were exercised or converted into common stock, unless the effect would be antidilutive. For all periods in which we experience a net loss, all shares of common stock issuable upon exercise of outstanding stock appreciation rights and vesting of outstanding restricted stock units have been excluded from the calculation of weighted-average shares because their inclusion would be antidilutive.
The following table sets forth the share effects of stock-based awards excluded from the computations of diluted loss per share (in thousands).:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
Employee and director: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock appreciation rights |
|
| 970 |
|
|
| 1,071 |
|
|
| 995 |
|
|
| 1,161 |
|
|
| 756 |
|
|
| 994 |
|
|
| 770 |
|
|
| 1,008 |
|
Restricted stock units |
|
| 1,261 |
|
|
| 1,182 |
|
|
| 1,188 |
|
|
| 1,150 |
|
|
| 422 |
|
|
| 1,273 |
|
|
| 554 |
|
|
| 1,151 |
|
6.7. Financial Instruments and Fair Value Disclosures
Financial instruments that potentially subject us to significant concentrations of credit or market risk consist primarily of periodic temporary investments of excess cash, trade accounts receivable and investments in debt securities. We generally place our excess cash investments in U.S. Treasury bills and U.S. government-backed short-term money market instruments through several financial institutions. We periodically evaluate the relative credit standing of these financial institutions as part of our investment strategy.
Concentrations of Credit Risk and Allowance for Credit Losses
Our credit risk with respectcorresponds primarily to our trade accounts receivable are limited primarily due toreceivables. Since the entities comprising our customer base. The market for our services is the offshore oil and gas industry, and our customer base has consistedconsists primarily of major and independent oil and gas companies, andas well as government-owned oil companies. Based on our current customer base and the geographic areas in whichAt June 30, 2020, we operate, we do not believe that we have anypotentially significant concentrations of credit risk at September 30, 2019.due to the number of rigs we currently have contracted and our limited number of customers, as some of our customers have contracted for multiple rigs.
13
In general, before working for a customer with whom we have not had a prior business relationship and/or whose financial stability may be uncertain, to us, we perform a credit review on that customer.customer, including a review of its credit ratings and financial statements. Based on that analysis,credit review, we may require that the customer presenthave a bank
19
issue a letter of credit on its behalf, prepay for the services in advance or provide other credit enhancements. At June 30, 2020, we have not required customers to pay for services in advance, nor have we required credit enhancements from our customers. We recordhave historically used the specific identification method to identify and reserve for uncollectible accounts. The amounts reserved for uncollectible accounts in previous periods have not been significant, individually or in comparison to our total revenues. At June 30, 2020, $9.6 million in trade receivables were considered past due by 30 days or more, of which $5.5 million were fully reserved for in previous years and the remaining $4.1 million were less than 90 days past due and considered collectible.
Pursuant to ASU 2016-13, we have reviewed our historical credit loss experience over a provision for bad debtslook-back period of ten years, which we deem to be representative of both up-turns and down-cycles in the offshore drilling industry. Based on this review, we developed a case-by-case basis when factscredit loss factor using a weighted-average ratio of our actual credit losses to revenues during the look-back period. In addition, we also considered current and circumstances indicate that a customer receivable may not be collectiblefuture anticipated economic conditions in determining our credit loss factor, including crude oil prices and historically, losses onliquidity of credit markets. In applying the requirements of CECL, we segregated our trade receivables have been infrequent occurrences.into three credit loss risk pools based on customer credit ratings, each of which represents a tier of increasing credit risk. We calculated a credit loss factor based on historical loss rate information and then applied a multiple of our credit loss factor to each of these risk pools, considering the impact of current and future economic information and the level of risk associated with these pools, to calculate our current estimate of credit losses. Trade receivables that are fully covered by allowances for credit losses are excluded from these risk pools for purposes of calculating our current estimate of credit losses.
For purposes of calculating our current estimate of credit losses at January 1, 2020 and June 30, 2020, all trade receivables were deemed to be in a single risk pool based on their credit ratings at each respective period. Our current estimate of credit losses under CECL was $0.2 million at June 30, 2020, which included the cumulative adjustment recorded for the initial adoption of ASU 2016-13. Due to immateriality, the cumulative adjustment was recorded in “Contract drilling, excluding depreciation” expense in our unaudited Condensed Consolidated Statements of Operations instead of in opening retained earnings as prescribed in ASU 2016-13. Our total allowance for credit losses was $5.7 million and $5.5 million at June 30, 2020 and December 31, 2019, respectively. See Notes 1 and 5.
Fair Values
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
Level 1 | Quoted prices for identical instruments in active markets. |
Level 2 | Quoted market prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
Level 3 | Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Level 3 assets and liabilities generally include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation or for which there is a lack of transparency as to the inputs used. |
20
Certain of our assets and liabilities are required to be measured at fair value on a recurring basis in accordance with GAAP. In addition, certain assets and liabilities may be recorded at fair value on a nonrecurring basis. Generally, we record assets at fair value on a nonrecurring basis as a result of impairment charges. We recorded an impairment charge related to four of our drilling rigs, which were measured at fair value on a nonrecurring basis at March 31, 2020, and have presented the aggregate loss in “Impairment of assets” in our unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2020.
Assets measured at fair value are summarized below (in thousands).
|
| September 30, 2019 |
| |||||||||||||
|
| Fair Value Measurements Using |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Assets at Fair Value |
| ||||
Money market funds |
| $ | 196,388 |
|
| $ | — |
|
| $ | — |
|
| $ | 196,388 |
|
|
| June 30, 2020 |
| |||||||||||||||||
|
| Fair Value Measurements Using |
| |||||||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Assets at Fair Value |
|
| Total Losses for Six-months Ended (2) |
| |||||
Recurring fair value measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in foreign bonds (1) |
| $ | 5,720 |
|
| $ | — |
|
| $ | — |
|
| $ | 5,720 |
|
|
|
|
|
Nonrecurring fair value measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired assets (2) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 774,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Represents an investment in Trinidad bonds, which were received in June 2020 in settlement of a VAT receivable. The fair value was determined based on third-party quotes received and approximated the amount of the settled receivable. |
(2) | Represents the aggregate impairment charge recognized during the three months ended March 31, 2020 related to 4 semisubmersible rigs, which were written down to their estimated fair values. See Note 4. |
|
| December 31, 2018 |
| |||||||||||||
|
| Fair Value Measurements Using |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Assets at Fair Value |
| ||||
U.S. Treasury bills |
| $ | 299,849 |
|
| $ | — |
|
| $ | — |
|
| $ | 299,849 |
|
Money market funds |
|
| 135,822 |
|
|
| — |
|
|
| — |
|
|
| 135,822 |
|
Total short-term investments |
| $ | 435,671 |
|
| $ | — |
|
| $ | — |
|
| $ | 435,671 |
|
|
| December 31, 2019 |
| |||||||||||||
|
| Fair Value Measurements Using |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Assets at Fair Value |
| ||||
Recurring fair value measurements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
| $ | 135,300 |
|
| $ | — |
|
| $ | — |
|
| $ | 135,300 |
|
We had no Level 2 or Level 3 assets or liabilities as of September 30, 2019 or December 31, 2018.
We believe that the carrying amounts of our other financial assets and liabilities (excluding long-term debt)our senior notes), which are not measured at fair value in our unaudited Condensed Consolidated Balance Sheets, approximate fair value based on the following assumptions:
| • | Cash and cash equivalents and restricted cash -- The carrying amounts approximate fair value because of the short maturity of these instruments. |
| • | Accounts receivable and accounts payable -- The carrying amounts approximate fair value based on the nature of the instruments. |
1421
Our senior notes are not measured at fair value; however, under the GAAP fair value hierarchy, our long-term debtsenior notes would be considered Level 2 liabilities. The fair value of our senior notes was derived using a third-party pricing service at SeptemberJune 30, 20192020 and December 31, 2018.2019. We perform control procedures over information we obtain from pricing services and brokers to test whether prices received represent a reasonable estimate of fair value. These procedures include the review of pricing service or broker pricing methodologies and comparing fair value estimates to actual trade activity executed in the market for these instruments occurring generally within a 10-day period of the report date.
Fair values and related carrying values of our senior notes are shown below (in millions).
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| June 30, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||||||
|
| Fair Value |
|
| Carrying Value |
|
| Fair Value |
|
| Carrying Value |
|
| Fair Value |
|
| Carrying Value |
|
| Fair Value |
|
| Carrying Value |
| ||||||||
3.45% Senior Notes due 2023 |
| $ | 187.5 |
|
| $ | 249.5 |
|
| $ | 185.0 |
|
| $ | 249.5 |
|
| $ | 27.0 |
|
| $ | 250.0 |
|
| $ | 212.5 |
|
| $ | 249.6 |
|
7.875% Senior Notes due 2025 |
|
| 392.5 |
|
|
| 497.2 |
|
|
| 415.0 |
|
|
| 496.8 |
|
|
| 51.9 |
|
|
| 500.0 |
|
|
| 435.0 |
|
|
| 497.1 |
|
5.70% Senior Notes due 2039 |
|
| 242.5 |
|
|
| 497.3 |
|
|
| 305.0 |
|
|
| 497.2 |
|
|
| 50.7 |
|
|
| 500.0 |
|
|
| 292.5 |
|
|
| 497.3 |
|
4.875% Senior Notes due 2043 |
|
| 346.9 |
|
|
| 748.9 |
|
|
| 416.3 |
|
|
| 748.9 |
|
|
| 85.4 |
|
|
| 750.0 |
|
|
| 408.8 |
|
|
| 749.0 |
|
We have estimated the fair value amounts by using appropriate valuation methodologies and information available to management. Considerable judgment is required in developing these estimates, and accordingly, no assurance can be given that the estimated values are indicative of the amounts that would be realized in a free market exchange.
7.8. Drilling and Other Property and Equipment
Cost and accumulated depreciation of drilling and other property and equipment are summarized as follows (in thousands):
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Drilling rigs and equipment |
| $ | 7,911,380 |
|
| $ | 8,210,824 |
|
| $ | 6,995,388 |
|
| $ | 8,004,489 |
|
Land and buildings |
|
| 64,102 |
|
|
| 63,757 |
|
|
| 64,605 |
|
|
| 64,267 |
|
Office equipment and other |
|
| 91,952 |
|
|
| 91,819 |
|
|
| 93,023 |
|
|
| 92,289 |
|
Cost |
|
| 8,067,434 |
|
|
| 8,366,400 |
|
|
| 7,153,016 |
|
|
| 8,161,045 |
|
Less: accumulated depreciation |
|
| (2,916,558 | ) |
|
| (3,182,178 | ) |
|
| (2,866,840 | ) |
|
| (3,008,217 | ) |
Drilling and other property and equipment, net |
| $ | 5,150,876 |
|
| $ | 5,184,222 |
|
| $ | 4,286,176 |
|
| $ | 5,152,828 |
|
In April 2019,During the first quarter of 2020, we sold the Ocean Guardian, a previously impaired semisubmersible rig, for a net pre-tax gain of $14.3 million. In addition, during the nine months ended September 30, 2019, we disposed of certain other property and equipment and recognizedrecorded an aggregate net pre-tax lossimpairment charge of $15.5 million. During$774.0 million, to write down 4 of our drilling rigs with indicators of impairment to their estimated fair values. See Notes 4 and 7. In the thirdsecond quarter of 2019, 2020, we transferred the net book value of the Ocean ConfidenceAmerica and Ocean Rover, atwo previously impaired semisubmersible rig,rigs, to “Asset“Assets held for sale” in our unaudited Condensed Consolidated Balance Sheets at SeptemberJune 30, 2019.2020.
9. Credit Agreements
8.Effective March 17, 2020, we terminated our $225.0 million revolving credit agreement, which was scheduled to mature on October 22, 2020. At the time of termination, there were no borrowings outstanding under the facility. We did not incur any early termination penalties in connection with the termination and wrote off $0.5 million in deferred arrangement fees associated with the facility.
In March 2020, we borrowed $436.0 million under our $950.0 million senior 5-year revolving credit agreement, or Credit Agreement, which we entered into on October 2, 2018. The weighted average interest rate on the combined borrowings at June 30, 2020 was 5.30%. The principal and interest under the Credit Agreement became immediately due and payable upon filing of the Chapter 11 Cases, which constituted an event of default under the Credit Agreement. Also, as a result of the filing of the Chapter 11 Cases, we received notification on April 28, 2020 that the commitments under our Credit Agreement had been reduced from $950 million to approximately $442.0 million, representing the amount of borrowings outstanding plus the value of a $6.0 million financial letter of credit, which
22
was issued in January 2020 under the Credit Agreement in support of a previously issued surety bond. The outstanding borrowings and accrued interest have been presented as “Liabilities subject to compromise” in our unaudited Condensed Consolidated Balance Sheets at June 30, 2020.
10. Commitments and Contingencies
Various claims have been filed against us in the ordinary course of business, including claims by offshore workers alleging personal injuries. With respect to each claim or exposure, we have made an assessment, in accordance with GAAP, of the probability that the resolution of the matter would ultimately result in a loss. When we determine that an unfavorable resolution of a matter is probable and such amount of loss can be reasonably estimated,determined, we record a liability for the amount of the reasonably estimated loss at the time that both of these criteria are met. Our management believes that we have recorded adequate accruals for any liabilities that may reasonably be expected to result from these claims.
15
Asbestos Litigation.
We are one of several unrelated defendants in lawsuits filed in Louisiana state courts alleging that defendants manufactured, distributed or utilized drilling mud containing asbestos and, in our case, allowed such drilling mud to have been utilized aboard our drilling rigs. The plaintiffs seek, among other things, an award of unspecified compensatory and punitive damages. The manufacture and use of asbestos-containing drilling mud had already ceased before we acquired any of the drilling rigs addressed in these lawsuits. We believe that we are not liable for the damages asserted in the lawsuits pursuant to the terms of our 1989 asset purchase agreement with Diamond M Corporation. We are unable to estimate our potential exposure, if any, to these lawsuits at this time but do not believe that our ultimate liability, if any, resulting from this litigation will have a material effect on our consolidated financial condition, results of operations or cash flows.
Non-Income Tax and Related Claims
We have received assessments related to, or otherwise have exposure to, non-income tax items such as sales-and-use tax, value-added tax, ad valorem tax, custom duties, and other similar taxes in various taxing jurisdictions. We have determined that we have a probable loss for these taxes and the related penalties and interest and, accordingly, have recorded a $12.5 million and $16.1 million liability at June 30, 2020 and December 31, 2019, respectively. We intend to defend these matters vigorously; however, the ultimate outcome of these assessments and exposures could result in additional taxes, interest and penalties for which the fully assessed amounts would have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
Other Litigation. Litigation
We have been named in various other claims, lawsuits or threatened actions that are incidental to the ordinary course of our business, including a claim by one of our customers in Brazil, Petróleo Brasileiro S.A., or Petrobras, that it will seek to recover from its contractors, including us, any taxes, penalties, interest and fees that it must pay to the Brazilian tax authorities for our applicable portion of withholding taxes related to Petrobras’ charter agreements with its contractors. Additionally, tax authorities in Brazil have issued tax assessments on intercompany revenue between our subsidiaries doing business in Brazil that, if upheld by the Brazilian courts, could result in additional taxes, interest and penalties for which the fully assessed amounts would be material to our financial statements. We intend to defend these matters vigorously; however, litigation is inherently unpredictable, and the ultimate outcome or effect of any claim, lawsuit or action cannot be predicted with certainty. As a result, there can be no assurance as to the ultimate outcome of any litigation matter. Any claims against us, whether meritorious or not, could cause us to incur significant costs and expenses and require significant amounts of management and operational time and resources. In the opinion of our management, no such pending or known threatened claims, actions or proceedings against us are expected to have a material adverse effect on our consolidated financial position,condition, results of operations or cash flows.
Personal Injury Claims.
Under our insurance policies, our deductibles for marine liability insurance coverage with respect to personal injury claims not related to named windstorms in the U.S. Gulf of Mexico, which primarily result from Jones Act liability in the U.S. Gulf of Mexico, are $5.0 million for the first occurrence and vary in amounts ranging between $5.0 million and, if aggregate claims exceed certain thresholds, up to $100.0 million for each subsequent occurrence, depending on the nature, severity and frequency of claims that might arise during the policy year. Our deductibles for personal injury claims arising due to named windstorms in the U.S. Gulf of Mexico are $25.0 million for the first occurrence and vary in amounts ranging between $25.0 million and, if aggregate claims exceed certain thresholds,
23
up to $100.0 million for each subsequent occurrence, depending on the nature, severity and frequency of claims that might arise during the policy year.
The Jones Act is a federal law that permits seamen to seek compensation for certain injuries during the course of their employment on a vessel and governs the liability of vessel operators and marine employers for the work-related injury or death of an employee. We engage outside consultants to assist us in estimating our aggregate liability for personal injury claims based on our historical losses and utilizing various actuarial models. We allocate a portion of the aggregate liability to “Accrued liabilities” based on an estimate of claims expected to be paid within the next twelve months with the residual recorded as “Other liabilities.” At SeptemberJune 30, 20192020 our estimated liability for personal injury claims was $21.1$15.9 million, of which $6.2$6.0 million and $14.9$9.9 million were recorded in “Accrued liabilities” and “Other liabilities,” respectively, in our unaudited Condensed Consolidated Balance Sheets. At December 31, 20182019 our estimated liability for personal injury claims was $27.9$17.4 million, of which $5.2$6.4 million and $22.7$11.0 million were recorded in “Accrued liabilities” and “Other liabilities,” respectively, in our Consolidated Balance Sheets. The eventual settlement or adjudication of these claims could differ materially from our estimated amounts due to uncertainties such as:
| • | the severity and volume of personal injuries claimed; |
| • | the unpredictability of legal jurisdictions where the claims will ultimately be litigated; |
| • | inconsistent court decisions; and |
| • | the risks and lack of predictability inherent in personal injury litigation. |
Letters of Credit and Other. Other
We were contingently liable as of SeptemberJune 30, 20192020 in the aggregate amount of $34.8$31.8 million under certain customs, performance, tax and VAT bonds and letters of credit. Agreements relating to approximately $26.2$23.4 million of these tax and customs bonds can require collateral at any time. As of September 30, 2019, we had not been required to make any collateral deposits with respect to these agreements. Thetime, while the remaining agreements, aggregating $8.6$8.4 million, cannot require collateral except in events of default.
16
9. Leases and Lease Commitments
Our leasing activities primarily consist During the first quarter of operating leases for shorebase offices, office and information technology equipment, employee housing, vehicles, onshore storage yards and certain rig equipment and tools. Our leases have terms ranging from one month to ten years, some2020, we issued a $6.0 million financial letter of which include options to extend the lease for up to five years and/or to terminate the lease within one year.
Additionally,credit as collateral in support of our outstanding surety bonds. Also, in April 2020, we are participants in four sale and leaseback arrangements with a subsidiarymade cash collateral deposits of General Electric Company, or GE, pursuant to the 2016 sale of certain blowout preventers and related well control equipment, or Well Control Equipment, on our drillships and corresponding agreements to lease back that equipment under ten-year operating leases for approximately $26$17.5 million per year in the aggregate with renewal options for two successive five-year periods. At the time of the transactions with GE, the carrying value of the Well Control Equipment exceeded the aggregate proceeds received from the sale, resulting in the recognition of prepaid rent, which was being amortized over the respective terms of the leases. On January 1, 2019, as a result of the adoption of ASU 2016-02, the aggregate remaining prepaid rent balances of $3.9 million and $10.6 million, previously recorded as “Prepaid expenses and other current assets” and “Other assets,” respectively, were reclassified to a right-of-use lease asset within “Other assets” in our unaudited Condensed Consolidated Balance Sheets and continue to be amortized over the remaining terms of the leases. In connection with the sale and leaseback transactions, we also entered into a ten-year service agreement with a subsidiary of Baker Hughes Company (formerly named Baker Hughes, a GE Company) pertaining to the Well Control Equipment. Such services include management of maintenance, certification and reliability with respect to such equipment.
In applying 2016-02, we utilize an exemption for short-term leases whereby we do not record leases with termsother bonds and letters of one year or less on the balance sheet. We have also made an accounting policy election not to separate lease components from non-lease components for each of our classes of underlying assets, except for subsea equipment,credit, which includes the Well Control Equipment discussed above. At inception, the consideration for the overall Well Control Equipment arrangement was allocated between the lease and service components based on an estimation of stand-alone selling price of each component, which maximized observable inputs. The costs associated with the service portion of the agreement are accounted for separately from the cost attributable to the equipment leases based on that allocation and thus, are not included in our right-of-use lease asset or lease liability balances. The non-lease components for each of our other classes of assets generally relate to maintenance, monitoring and security services and are not separated from their respective lease components.
The lease term used for calculating our right-of-use assets and lease liabilities is determined by considering the noncancelable lease term, as well as any extension options that we are reasonably certain to exercise. The determination to include option periods is generally made by considering the activity in the region or for the rig corresponding to the respective lease, among other contract-based and market-based factors. We have used our incremental borrowing rate to discount future lease payments as the rate implicit in our leases is not readily determinable. To arrive at our incremental borrowing rate, we consider our unsecured borrowings and then adjust those rates to assume full collateralization and to factor in the individual lease term and payment structure.
Total operating lease expense for the three and nine months ended September 30, 2019 was $9.7 million and $28.6 million, respectively, of which $0.8 million and $2.9 million, respectively, related to short-term leases. Total operating lease expense for the three and nine months ended September 30, 2018 was $7.5 million and $22.5 million, respectively.
Supplemental information related to leases is as follows (in thousands, except weighted-average data):
|
| Nine Months Ended September 30, 2019 |
| |
Operating cash flows used for operating leases |
| $ | 30,235 |
|
Right-of-use assets obtained in exchange for lease liabilities |
|
| 16,564 |
|
Weighted-average remaining lease term |
| 6.8 years |
| |
Weighted-average discount rate |
|
| 8.64 | % |
Future minimum rental payments under noncancelable operating leases as of December 31, 2018 were as follows (in thousands):
2019 |
| $ | 28,373 |
|
2020 |
|
| 27,144 |
|
2021 |
|
| 26,565 |
|
2022 |
|
| 26,281 |
|
2023 |
|
| 26,280 |
|
Thereafter |
|
| 64,062 |
|
Total lease payments |
| $ | 198,705 |
|
Maturities of lease liabilities as of September 30, 2019 were as follows (in thousands):
2019 (excluding nine months ended September 30, 2019) |
| $ | 8,372 |
|
2020 |
|
| 30,627 |
|
2021 |
|
| 28,696 |
|
2022 |
|
| 28,252 |
|
2023 |
|
| 28,236 |
|
2024 |
|
| 28,315 |
|
Thereafter |
|
| 46,448 |
|
Total lease payments |
|
| 198,946 |
|
Less: interest |
|
| (49,582 | ) |
Total lease liability |
| $ | 149,364 |
|
Amounts recognized in unaudited Condensed Consolidated Balance Sheets: |
|
|
|
|
Accrued liabilities |
| $ | 19,143 |
|
Other liabilities |
|
| 130,221 |
|
Total operating lease liability |
| $ | 149,364 |
|
Operating lease assets, including prepaid rent balances related to the leases with GE, totaling $165.3 million are includedrecorded in “Other assets” in our unaudited Condensed Consolidated Balance Sheets asat June 30, 2020.
11. Restructuring and Separation Costs
Prepetition Restructuring Charges. We engaged financial and legal advisors to assist us in, among other things, analyzing various strategic alternatives to our capital structure, leading to the commencement of Septemberthe Chapter 11 Cases in the Bankruptcy Court on April 26, 2020. Prior to the Petition Date, we incurred $7.4 million in legal and other professional advisor fees in connection with the consideration of restructuring alternatives, including the preparation for filing of the Chapter 11 Cases and related matters. We have reported these amounts in “Restructuring and separation costs” in our unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019.2020.
Reduction in Force. In April 2020, we initiated a plan to reduce the number of employees in our world-wide organization in an effort to restructure our business operations and lower operating costs. During the three- and six-month periods ended June 30, 2020, we incurred $9.7 million, primarily for severance and related costs associated with a reduction in personnel in our corporate offices, warehouse facilities and certain of our international shorebase locations. We have reported these amounts in “Restructuring and separation costs” in our unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020.
As of SeptemberAt June 30, 2019,2020, we had 2 additional operating leasesaccrued approximately $0.4 million for mooring equipmentseverance, health insurance continuance and outplacement services, which we expect to be used on our rigs that had not yet commenced. The first agreement, which was entered intopay during the first quarterremainder of 2019 and commenced2020. We have reported these amounts in October 2019, provides for fixed lease payments of approximately $12 million“Accrued liabilities” in the aggregate to be paid over a lease term of 9.5 years. The second agreement, which was entered into in the third quarter of 2019 and is expected to commence in January 2020, provides for fixed lease payments of approximately $5 million in the aggregate to be paid over a lease term of five years.our unaudited Condensed Consolidated Balance Sheets at June 30, 2020.
10.24
12. Segments and Geographic Area Analysis
Although we provide contract drilling services with different types of offshore drilling rigs and also provide such services in many geographic locations, we have aggregated these operations into 1 reportable segment based on the similarity of economic characteristics due to the nature of the revenue-earning process as it relates to the offshore drilling industry over the operating lives of our drilling rigs.
Our drilling rigs are highly mobile and may be moved to other markets throughout the world in response to market conditions or customer needs. At SeptemberJune 30, 2019,2020, our active drilling rigs were located offshore 34 countries in addition to the United States.States, including the Ocean Monarch, which is earning a standby rate in Malaysia awaiting clearance to begin operations in Myanmar waters. Revenues by geographic area are presented by attributing revenues to the individual country or areas where the services were performed and, unless otherwise noted, reflect earnings attributable to our floater rigs (drillships and semisubmersibles).performed.
18
The following tables provide information about disaggregated revenue by primary geographical marketcountry (in thousands):
|
| Three Months Ended September 30, 2019 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 110,854 |
|
| $ | 1,479 |
|
| $ | 112,333 |
|
South America |
|
| 49,326 |
|
|
| 10 |
|
|
| 49,336 |
|
Europe |
|
| 49,341 |
|
|
| 3,852 |
|
|
| 53,193 |
|
Australia |
|
| 32,794 |
|
|
| 6,364 |
|
|
| 39,158 |
|
Total |
| $ | 242,315 |
|
| $ | 11,705 |
|
| $ | 254,020 |
|
|
| Nine Months Ended September 30, 2019 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 366,907 |
|
| $ | 5,029 |
|
| $ | 371,936 |
|
South America |
|
| 131,748 |
|
|
| 17 |
|
|
| 131,765 |
|
Europe |
|
| 113,364 |
|
|
| 8,689 |
|
|
| 122,053 |
|
Australia |
|
| 64,265 |
|
|
| 14,249 |
|
|
| 78,514 |
|
Total |
| $ | 676,284 |
|
| $ | 27,984 |
|
| $ | 704,268 |
|
|
| Three Months Ended September 30, 2018 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 155,695 |
|
| $ | 1,916 |
|
| $ | 157,611 |
|
South America |
|
| 49,410 |
|
|
| (32 | ) |
|
| 49,378 |
|
Europe |
|
| 30,809 |
|
|
| 1,996 |
|
|
| 32,805 |
|
Australia/Asia |
|
| 44,777 |
|
|
| 1,751 |
|
|
| 46,528 |
|
Total |
| $ | 280,691 |
|
| $ | 5,631 |
|
| $ | 286,322 |
|
|
| Three Months Ended June 30, 2020 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 82,154 |
|
| $ | 3,284 |
|
| $ | 85,438 |
|
Brazil |
|
| 56,968 |
|
|
| 14 |
|
|
| 56,982 |
|
United Kingdom |
|
| 29,173 |
|
|
| 1,633 |
|
|
| 30,806 |
|
Australia |
|
| 16,195 |
|
|
| 3,283 |
|
|
| 19,478 |
|
Malaysia |
|
| 4,147 |
|
|
| 1,352 |
|
|
| 5,499 |
|
Total |
| $ | 188,637 |
|
| $ | 9,566 |
|
| $ | 198,203 |
|
|
| Nine Months Ended September 30, 2018 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States(1) |
| $ | 482,337 |
|
| $ | 5,224 |
|
| $ | 487,561 |
|
South America |
|
| 129,966 |
|
|
| (31 | ) |
|
| 129,935 |
|
Europe |
|
| 60,938 |
|
|
| 5,116 |
|
|
| 66,054 |
|
Australia/Asia |
|
| 160,729 |
|
|
| 6,414 |
|
|
| 167,143 |
|
Total |
| $ | 833,970 |
|
| $ | 16,723 |
|
| $ | 850,693 |
|
|
| Six Months Ended June 30, 2020 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 187,054 |
|
| $ | 6,427 |
|
| $ | 193,481 |
|
Brazil |
|
| 120,147 |
|
|
| (39 | ) |
|
| 120,108 |
|
United Kingdom |
|
| 61,772 |
|
|
| 4,878 |
|
|
| 66,650 |
|
Australia |
|
| 33,383 |
|
|
| 8,112 |
|
|
| 41,495 |
|
Malaysia |
|
| 4,147 |
|
|
| 1,492 |
|
|
| 5,639 |
|
Total |
| $ | 406,503 |
|
| $ | 20,870 |
|
| $ | 427,373 |
|
|
|
|
| Three Months Ended June 30, 2019 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 117,423 |
|
| $ | 1,603 |
|
| $ | 119,026 |
|
Brazil |
|
| 29,139 |
|
|
| (23 | ) |
|
| 29,116 |
|
United Kingdom |
|
| 39,413 |
|
|
| 2,930 |
|
|
| 42,343 |
|
Australia |
|
| 21,298 |
|
|
| 4,923 |
|
|
| 26,221 |
|
Total |
| $ | 207,273 |
|
| $ | 9,433 |
|
| $ | 216,706 |
|
11.25
|
| Six Months Ended June 30, 2019 |
| |||||||||
|
| Total Contract Drilling Revenues |
|
| Revenues Related to Reimbursable Expenses |
|
| Total |
| |||
United States |
| $ | 256,054 |
|
| $ | 3,550 |
|
| $ | 259,604 |
|
Brazil |
|
| 82,423 |
|
|
| 7 |
|
|
| 82,430 |
|
United Kingdom |
|
| 64,022 |
|
|
| 4,836 |
|
|
| 68,858 |
|
Australia |
|
| 31,471 |
|
|
| 7,885 |
|
|
| 39,356 |
|
Total |
| $ | 433,970 |
|
| $ | 16,278 |
|
| $ | 450,248 |
|
13. Income TaxesTax
In June 2019,On March 27, 2020, the Internal Revenue Service issued final regulations with respect to the calculationPresident of the toll charge associated withUnited States signed into law the deemed repatriationCoronavirus Aid, Relief and Economic Security Act (or the CARES Act). The CARES Act allows a carryback of previously deferred earningsnet operating losses generated in 2018, 2019 and 2020 to each of our non-U.S. subsidiaries, or Transition Tax, in response to the Tax Cuts and Jobs Act enacted in 2017. Based onfive preceding taxable years. As a result of the new regulations,carryback, we
19
recorded recognized a net tax benefit of $14.2$9.7 million induring the secondfirst quarter of 2019, primarily2020 due to reversea partial release of a previously recorded uncertainrecognized valuation allowance and tax position related to the Transition Tax. rate change.
Several of our rigs are owned by Swiss branches of entities incorporated in the United Kingdom that have historically been taxed under a special tax regime pursuant to Swiss corporate income tax rules. On September 3, 2019, the Swiss federal government, along with the Canton of Zug, enacted tax legislation, which we refer to as “Swiss Tax Reform”, effective as of January 1, 2020. Swiss Tax Reform significantly changed Swiss corporate income tax rules by, among other things, abolishing special tax regimes. The legislation also provides transition rules under which companies can maintain their current basis of taxation through January 1, 2022.
The abolition of special tax regimes will require us to determine our Swiss tax liability on a net income basis beginning on January 1, 2022, thus also requiring deferred taxes to be computed on the difference between the Swiss tax basis and U.S. GAAP basis of certain items, including property, plant and equipment. There are still many uncertainties in the application of Swiss Tax Reform, including the values to be used to measure depreciable property. Therefore, we have recorded an $85.0 million deferred tax asset for the difference in basis of certain of our rigs between Swiss tax and U.S. GAAP, fully offset by a reserve for an uncertain tax position.
As further clarification is issued by the Swiss tax authorities, deferred tax balances and the reserve for uncertain tax positions Chapter 11 Cases may need to be adjusted. The potential changes could have a material effectimpact on our consolidated financial statements.tax attributes, the full extent of which will not be known until a plan of reorganization is approved by the Bankruptcy Court. Cancellation of indebtedness income resulting from the Chapter 11 Cases may reduce our tax attributes including, but not limited to, net operating loss carryforwards, foreign tax credits and depreciable tax basis of our offshore drilling rigs. In addition, the utilization of any remaining tax attributes could potentially be limited in future periods should the plan of reorganization result in an ownership change under Internal Revenue Code Section 382.
2026
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements (including the notes thereto) included in Item 1 of Part I of this report and Item 1A, “Risk Factors,” included in Part II of this report andreport; our audited consolidated financial statements (including the notes thereto), Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1A, “Risk Factors” included in our Annual Report on Form 10-K10-K/A for the year ended December 31, 2018.2019; and Item 1A, “Risk Factors” included in Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. References to “Diamond Offshore,” “we,” “us” or “our” mean Diamond Offshore Drilling, Inc., a Delaware corporation, and its subsidiaries.
We provide contract drilling services to the energy industry around the globe with a fleet of 1513 floater rigs (four drillships and 119 semisubmersibles), of whichincluding two cold stacked semisubmersible rigs, are currently cold-stacked.the Ocean GreatWhite and Ocean Onyx. The Ocean ConfidenceAmerica, an additional cold-stacked semisubmersible rig, is and Ocean Rover, which were cold stacked in 2015 and 2016, respectively, are being marketed for sale and hashave been excluded from our activecurrent rig fleet. The reactivationSee “– Market Overview.”
Bankruptcy Filing
On April 26, 2020, Diamond Offshore Drilling, Inc. (or the Company) and upgradecertain of its direct and indirect subsidiaries (which we refer to together with the Company, as the Debtors) filed voluntary petitions (or the Chapter 11 Cases) under chapter 11 (or Chapter 11) of title 11 of the Ocean Onyx is nearly complete, and we expectUnited States Code, (or the rig to begin operating under contract duringBankruptcy Code) with the first quarter of 2020.
Market Overview
At the end of the third quarter of 2019, the average price for Brent crude oil was at the $60-per-barrel level. Industry-wide floater utilization was approximately 66% based on industry analyst reports, which was relatively unchanged from the previous quarter but an increase from approximately 58%United States Bankruptcy Court for the comparable quarterSouthern District of 2018. During 2019, there has been a slight improvement in average dayrates in some geographic markets; however, dayrates remain low compared to previous periods, as the increase in oil prices from earlier lows has not resulted in significantly higher dayrates at a sustained or consistent level. Some industry analysts indicate that, based on historical data, utilization rates will have to increase to the 80%-range before pricing power shifts to the drilling contractor from the customer.
During the first nine months of 2019, the number of contract tenders for 2020 and 2021 floater project commencements increasedTexas (the “Bankruptcy Court”). , primarily for work in the North Sea and Australia markets. Presently, many of these tenders have been limited to single-well contracts, with options for future wells. Although some geographic areas appear to be improving, other markets show little or no sign of recovery at this time.
From a supply perspective, some industry analysts have reported a three-rig decrease in the global supply of floater rigs during the third quarter of 2019. However, the offshore contract drilling market remains oversupplied, providing for a challenging offshore drilling market in the near term. As of the date of this report, the Debtors had not emerged from bankruptcy and no plan of reorganization or restructuring support agreement has been filed with the Bankruptcy Court. Negotiations between the various parties to the Chapter 11 Cases are ongoing.
See Note 2 “Chapter 11 Proceedings” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report and “– Liquidity and Capital Resources.”
Market Overview
The offshore contract drilling industry analysts reportcontinues to be severely challenged as a result of continued depressed commodity prices and the uncertainty around long lead drilling projects.
The COVID-19 outbreak and measures to mitigate the spread of the virus that there are approximately 80 stacked or uncontracted floaters and approximately 30 newbuild floaters currently under construction that are scheduledoccurred in many parts of the world contributed to a dramatic fall in demand for deliveryoil during the remaindersecond quarter of 2019 through 2022. Of these rigs under construction, some industry analysts report that only one rig is currently contracted2020. Parts of the world have now reopened or are in various stages of reopening, while other parts of the globe remain in lockdown. Some geographic areas are seeing a resurgence of COVID-19. The partial easing of lockdowns has resulted in a gradual increase in demand for future work.oil and gas. In addition, commodity prices have risen since the start of the second quarter of 2020, primarily due to an agreement reached by the Organization of Petroleum Exporting Countries and other oil producing nations on oil production quotas. As of the date of this report, the price for Brent crude oil had rebounded to the low $40-per-barrel range. Despite the modest recovery in commodity price, downward pressure on oil prices is expected to remain during the next twelve months, approximately 70 contracted floaters are estimatedsecond half of 2020 and could continue for the foreseeable future.
Many exploration and production companies, including some of our customers, made significant reductions in their 2020 capital spending programs earlier in the year in response to be rolling offlow commodity prices and uncertain global demand. As a result, some rigs were released early from drilling programs or have had their current contracts which will further addterminated, while other programs have been paused in response to the over-supplyneed for COVID-19 containment. Recently, some previously canceled drilling programs have been restarted in response to the partial reopening of floaters.borders and lifting of travel restrictions and resulting gradual increase in demand and commodity prices.
AsIn April 2020, we received a resultpurported notice of these challenges,termination by a subsidiary of Beach Energy Limited (or Beach) of its contract for the Ocean Onyx, which contract was scheduled to commence during the second quarter of 2020. We do not believe that Beach has a valid or lawful right to terminate the contract or that the purported notice of termination is effective, and we and other offshore drillers are continuingintend to actively seek waysenforce our rights under the contract. Although this matter has not yet been resolved, we remain in commercial discussions with Beach to drive efficiency, reduce non-productive time on rigs and provide technical innovation to customers. We anticipate that these efficiencies and innovations will result in the faster drilling and completion of wells, leading to lower overall well costs to the benefit of our customers.
resolve this matter. See “– Contract Drilling Backlog” for future commitments of our rigs during 20192020 through 2024.
27
Global floater utilization was approximately 64% at the end of the second quarter of 2020 with 140 contracted rigs, based on an industry report. There are also 26 floater rigs on order that are scheduled for delivery between 2020 and 2022, one of which has been contracted for future work. Another 34 floater contract rollovers are expected to occur in the second half of 2020, increasing rig supply and competition in an already depressed market.
Global rig attrition is projected by industry analysts to increase as a market recovery is not expected in the near term. During this time, drilling contractors may elect to forego upcoming special surveys of rigs rolling off contract with no future work, resulting in the cold stacking or ultimate retirement of a rig. Historically, the longer a drilling rig remains cold stacked, the cost of reactivation increases and the likelihood of reactivation decreases.
During the first quarter of 2020, we recognized asset impairments aggregating $774.0 million to write down four of our semisubmersible rigs to their estimated fair values. If market fundamentals in the offshore oil and gas industry deteriorate further or a market recovery is further delayed, we may be required to recognize additional impairment charges in future periods. As of the date of this report, we have four cold-stacked semisubmersible rigs, two of which are being marketed for sale.
Contract Drilling Backlog
Our contract drilling backlog, as presented below, includes only firm commitments (typically represented by signed contracts) and is calculated by multiplying the contracted operating dayrate by the firm contract period. Our calculation also assumes full utilization of our drilling equipment for the contract period (excluding scheduled shipyard and survey days); however, the amount of actual revenue earned and the actual periods during which revenues are earned will be different than the amounts and periods shown in the tables below due to various factors. Our utilization rates, which generally approach 92-98% during contracted periods, can be adversely impacted by downtime due to various operating factors including but not limitedeffects of COVID-19 and efforts to mitigate the spread of the virus, weather conditions and unscheduled repairs and maintenance. Contract drilling backlog excludes revenues for mobilization, demobilization, contract preparation
21
and customer reimbursables. No revenue is generally earned during periods of downtime for regulatory surveys. Changes in our contract drilling backlog between periods are generally a function of the performance of work on term contracts, as well as the extension or modification of existing term contracts and the execution of additional contracts. In addition, under certain circumstances, our customers may seek to terminate or renegotiate our contracts, which could adversely affect our reported backlog.
The backlog information presented below does not, nor is it intended to, align with the disclosures related to revenue expected to be recognized in the future related to unsatisfied performance obligations, which are presented in Note 23 “Revenue from Contracts with Customers” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report. Contract drilling backlog includes only future dayrate revenue as described above, while the disclosure in Note 23 excludes dayrate revenue and reflects expected future revenue for mobilization, demobilization and capital modifications to our rigs, which are related to non-distinct promises within our signed contracts. See “– Important Factors That May Impact Our Operating Results, Financial Condition or Cash Flows.”
The following table reflects our contract drilling backlog as of OctoberJuly 1, 20192020 (based on information available at that time), January 1, 20192020 (the date reported in our Annual Report on Form 10-K10-K/A for the year ended December 31, 2018)2019), and OctoberJuly 1, 20192018 (the date reported in our Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 20182019) (in thousands)millions).
|
| October 1, 2019 (1) |
|
| January 1, 2019 (1) |
|
| October 1, 2018 (1) |
| |||
Contract Drilling Backlog |
| $ | 1,835,000 |
|
| $ | 1,973,000 |
|
| $ | 2,040,000 |
|
|
| July 1, 2020 (1)(2) |
|
| January 1, 2020 (1) |
|
| July 1, 2019 (1) |
| |||
Contract Drilling Backlog |
| $ | 1,192 |
|
| $ | 1,611 |
|
| $ | 1,984 |
|
(1) | Contract drilling backlog as of |
(2) | Contract drilling backlog as of July 1, 2020 excludes approximately $66 million of backlog attributable to the contract for the Ocean Onyx, which Beach has attempted to terminate. See “ – Market Overview.” |
28
The following table reflects the amount of revenue related to our contract drilling backlog by year as of OctoberJuly 1, 2019 (in thousands)2020 (in millions).
| For the Years Ending December 31, |
| ||||||||||||||||
| Total |
| 2019 (1) |
| 2020 |
| 2021 |
| 2022 |
| 2023-2024 |
| ||||||
Contract Drilling Backlog (2) | $ | 1,835,000 |
| $ | 222,000 |
| $ | 783,000 |
| $ | 456,000 |
| $ | 247,000 |
| $ | 127,000 |
|
| For the Years Ending December 31, |
| |||||||||||||
| Total |
| 2020 (1) |
| 2021 |
| 2022 |
| 2023-2024 |
| |||||
Contract Drilling Backlog (2)(3) | $ | 1,192 |
| $ | 280 |
| $ | 477 |
| $ | 296 |
| $ | 139 |
|
(1) | Represents the |
(2) | Contract drilling backlog as of |
(3) | Contract drilling backlog as of July 1, 2020 excludes $33.1 million and $32.6 million for the years 2020 and 2021, respectively, of backlog attributable to the contract for the Ocean Onyx, which Beach has attempted to terminate. See “ – Market Overview.” |
The following table reflects the percentage of rig days committed by year as of OctoberJuly 1, 2019.2020. The percentage of rig days committed is calculated as the ratio of total days committed under contracts, as well as scheduled shipyard, survey and mobilization days for all rigs in our fleet, to total available days (number of rigs, including cold-stacked rigs, but excluding rigs classified as held for sale, multiplied by the number of days in a particular year).
|
| For the Years Ending December 31, |
| |||||||||||||||||
|
| 2019 (1) |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| 2023-2024 |
| |||||
Rig Days Committed (2) |
|
| 76 | % |
|
| 71 | % |
|
| 39 | % |
|
| 17 | % |
|
| 4 | % |
|
| For the Years Ending December 31, |
| |||||||||||||
|
| 2020 (1) |
|
| 2021 |
|
| 2022 |
|
| 2023-2024 |
| ||||
Percentage of Rig Days Committed (2) |
|
| 52 | % |
|
| 45 | % |
|
| 24 | % |
|
| 5 | % |
(1) | Represents the |
22
(2) | As of |
Important Factors That May Impact Our Operating Results, Financial Condition or Cash Flows
Restructuring Costs. We expect to incur incremental costs of approximately $45.0 million to $55.0 million during the second half of 2020 for attorneys, financial advisors and other professionals in connection with the Chapter 11 Cases.
COVID-19 Pandemic. The most immediate impact and risks to our business as a result of the COVID-19 outbreak and efforts to mitigate the spread of the virus have been to the safety of our personnel, as well as travel restrictions that have challenged the ability to move personnel, equipment, supplies and service personnel to-and-from our drilling rigs. In some instances, we have asked our rig crews to quarantine in-country before offshore rotations, as well as to remain in country after their offshore rotation, resulting in incremental costs for salaries and other employee-related expenses such as meals and lodging. Our employee travel costs have also increased due to decreased passenger capacity on carriers, requiring additional trips to move personnel. In some cases, we incur freight surcharges to bring equipment and supplies to our rigs. We have also incurred additional costs to deep-clean facilities, for medical personnel and to purchase medical supplies and personal protective equipment.
With respect to protecting our crews and, thus, our rig operations, we have adopted COVID-19 testing requirements based on the regions in which our rigs are operating that primarily require testing of all personnel prior to an offshore rotation or travel from the U.S. to an international location. Additionally, for most of our rigs we have implemented the following health protocols once personnel are on board a rig:
• | 14-day isolation of our crew prior to reporting for crew change; |
• | decreased crew change frequency to minimize the frequency of travel and turnover of crew; |
• | twice daily temperature checks; |
• | eliminated large group meetings; |
• | reduced seating capacity in galley for social distancing; |
29
• | eliminated self-servicing of food; |
• | increased frequency of disinfectant cleaning in communal areas on the rig; and |
• | reduced number of personnel in elevators to a maximum of four. |
In addition, the Ocean Monarch was previously expected to commence drilling operations in Myanmar in late March 2020. As a result of the COVID-19 pandemic and restrictions put in place by the Republic of the Union of Myanmar, the start of the drilling contract has been delayed until COVID-19 restrictions are eased and our customer has agreed to commence the drilling program. As of the date of this report, the Ocean Monarch is currently warm stacked in Johor Bahru, Malaysia where it is earning a standby rate intended to cover our daily operating costs while waiting to commence its contract. We expect the contract to commence in the third quarter of 2020.
During the first half of 2020, we incurred incremental costs of approximately $5.0 million related to the COVID-19 pandemic. As of the date of this report, we currently expect to incur similar costs during the remainder of 2020 but cannot predict the future financial impact of our response to the pandemic nor its duration in this fluid environment. As such, costs may be more than projected, perhaps by a material amount. See “Risk Factors” in Item 1A of Part II of this report.
Regulatory Surveys and Planned Downtime. Our operating income is negatively impacted when we perform certain regulatory inspections, which we refer to as a special survey, that are due every five years for most of our rigs. The inspection interval for our North Sea rigs is two-and-one-half years. In addition, our operating income is negatively impacted by planned downtime for upgrades, contract preparation and mobilization of rigs; however, in some cases, we may be compensated for all or a portion of this downtime. WeDuring the remainder of 2020, we expect to spend approximately 18595 days during the fourth quarter of 2019 for upgrades, surveys, contract preparation and mobilization of rigs, which includes an aggregate of approximately 9065 days for the completion ofspecial surveys, upgrades reactivation activities and contract preparation for the Ocean Onyx prior to its contract commencement, an aggregate of approximately 60 days for special surveys and rig upgrades for the Ocean BlackHornetBlackLion and Ocean BlackRhino and an aggregate of approximately 35 days for mobilization and contract preparation activities for other rigs. In 2020, we expect to spend an additional 90 days for contract preparation for the Ocean Onyx, an aggregate of approximately 240 days for upgrades for the Ocean BlackRhino and a special survey and upgrades for the Ocean BlackLion, approximately 6030 days for the mobilization of and contract preparation for the Ocean Monarch priorand Ocean Apex related to its contract in Myanmar and approximately 35 days for mobilizations of other rigs.their upcoming contracts. We can provide no assurance as to the exact timing and/or duration of downtime associated with regulatory inspections, upgrades, contract preparation, rig mobilizations and other shipyard projects. See “ – Contract Drilling Backlog.”
Regulatory Compliance. In May 2019, the U.S. Department of the Interior’s Bureau of Safety and Environmental Enforcement, which governs offshore drilling in the U.S. Outer Continental Shelf, or OCS, issued its final Well Control Rule on blowout preventer systems and well control regulations. The final Well Control Rule left 274 of the original 342 well control rule provisions unchanged, identified 68 provisions for revision and added 33 provisions to improve operations in the OCS. Based on our review of the final Well Control Rule, we do not believe that we will have any foreseeable material compliance issues and do not believe that any additional material equipment modifications will be required for our rigs currently working in the OCS.
Physical Damage and Marine Liability Insurance. We are self-insured for physical damage to rigs and equipment caused by named windstorms in the U.S. Gulf of Mexico, as defined by the relevant insurance policy. If a named windstorm in the U.S. Gulf of Mexico causes significant damage to our rigs or equipment, it could have a material adverse effect on our financial condition, results of operations and cash flows. Under our current insurance policy, we carry physical damage insurance for certain losses other than those caused by named windstorms in the U.S. Gulf of Mexico for which our deductible for physical damage is $25.0 million per occurrence. We do not typically retain loss-of-hire insurance policies to cover our rigs.
In addition, we carry marine liability insurance covering certain legal liabilities, including coverage for certain personal injury claims, and generally covering liabilities arising out of or relating to pollution and/or environmental risk. We believe that the policy limit for our marine liability insurance is within the range that is customary for companies of our size in the offshore drilling industry and is appropriate for our business. Under these policies our deductibles for marine liability coverage related to insurable events arising due to named windstorms in the U.S. Gulf of Mexico are $25.0 million for the first occurrence and vary in amounts ranging between $25.0 million and, if aggregate claims exceed certain thresholds, up to $100.0 million for each subsequent occurrence, depending on the nature, severity and frequency of claims that might arise during the policy year. Our deductibles for other marine liability coverage, including personal injury claims not related to named windstorms in the U.S. Gulf of Mexico, are $5.0 million for the first occurrence and vary in amounts ranging between $5.0 million and, if aggregate claims exceed certain thresholds, up to $100.0 million for each subsequent occurrence, depending on the nature, severity and frequency of claims that might arise during the policy year.
Critical Accounting Policies
Our significant accounting policies are discussed in Note 1 of our notes to the audited consolidated financial statements included in our Annual Report on Form 10-K10-K/A for the year ended December 31, 2018. Effective January 1,2019.
23
30
2019, we adopted the Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), or ASU 2016-02, which, among other things, requires lessees to recognize a right of use asset and a lease liability for most leases. See Note 1 “General Information - Recently Adopted Accounting Pronouncements” and Note 9 “Leases and Lease Commitments” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report. There were no other material changes to these policies during the nine months ended September 30, 2019.
Results of Operations
Our operating results for contract drilling services are dependent on three primary metrics or key performance indicators: revenue-earning days, rig utilization and average daily revenue. The following table presents these three key performance indicators and other comparative data relating to our revenues and operating expenses for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2020 and 2019 (in thousands, except days, daily amounts and 2018percentages).
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||
|
| (In thousands, except days, daily amounts and percentages) |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| |||||||||||||||||
REVENUE-EARNING DAYS (1) |
|
| 959 |
|
|
| 841 |
|
|
| 2,451 |
|
|
| 2,474 |
|
|
| 820 |
|
|
| 758 |
|
|
| 1,615 |
|
|
| 1,492 |
|
UTILIZATION (2) |
|
| 65 | % |
|
| 54 | % |
|
| 55 | % |
|
| 53 | % |
|
| 60 | % |
|
| 51 | % |
|
| 58 | % |
|
| 49 | % |
AVERAGE DAILY REVENUE (3) |
| $ | 252,600 |
|
| $ | 333,400 |
|
| $ | 275,900 |
|
| $ | 333,600 |
|
| $ | 230,100 |
|
| $ | 273,400 |
|
| $ | 251,700 |
|
| $ | 290,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
REVENUE RELATED TO CONTRACT DRILLING SERVICES |
| $ | 242,315 |
|
| $ | 280,691 |
|
| $ | 676,284 |
|
| $ | 833,970 |
|
| $ | 188,637 |
|
| $ | 207,273 |
|
| $ | 406,503 |
|
| $ | 433,970 |
|
REVENUE RELATED TO REIMBURSABLE EXPENSES |
|
| 11,705 |
|
|
| 5,631 |
|
|
| 27,984 |
|
|
| 16,723 |
|
|
| 9,566 |
|
|
| 9,433 |
|
|
| 20,870 |
|
|
| 16,278 |
|
TOTAL REVENUES |
| $ | 254,020 |
|
| $ | 286,322 |
|
| $ | 704,268 |
|
| $ | 850,693 |
|
| $ | 198,203 |
|
| $ | 216,706 |
|
| $ | 427,373 |
|
| $ | 450,248 |
|
CONTRACT DRILLING EXPENSE, EXCLUDING DEPRECIATION |
| $ | 201,568 |
|
| $ | 188,456 |
|
| $ | 593,779 |
|
| $ | 562,466 |
|
| $ | 165,943 |
|
| $ | 224,782 |
|
| $ | 350,455 |
|
| $ | 392,210 |
|
REIMBURSABLE EXPENSES |
| $ | 11,423 |
|
| $ | 5,574 |
|
| $ | 27,479 |
|
| $ | 16,458 |
|
| $ | 8,307 |
|
| $ | 9,313 |
|
| $ | 19,419 |
|
| $ | 16,057 |
|
OPERATING LOSS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract drilling services, net |
| $ | 40,747 |
|
| $ | 92,235 |
|
| $ | 82,505 |
|
| $ | 271,504 |
|
| $ | 22,694 |
|
| $ | (17,509 | ) |
| $ | 56,048 |
|
| $ | 41,760 |
|
Reimbursable expenses, net |
|
| 282 |
|
|
| 57 |
|
|
| 505 |
|
|
| 265 |
|
|
| 1,259 |
|
|
| 120 |
|
|
| 1,451 |
|
|
| 221 |
|
Depreciation |
|
| (88,693 | ) |
|
| (81,884 | ) |
|
| (263,844 | ) |
|
| (245,534 | ) |
|
| (74,835 | ) |
|
| (88,253 | ) |
|
| (167,878 | ) |
|
| (175,151 | ) |
General and administrative expense |
|
| (18,830 | ) |
|
| (33,308 | ) |
|
| (51,436 | ) |
|
| (70,057 | ) |
|
| (15,701 | ) |
|
| (15,294 | ) |
|
| (32,046 | ) |
|
| (32,605 | ) |
Impairment of assets |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (27,225 | ) |
|
| - |
|
|
| - |
|
|
| (774,028 | ) |
|
| - |
|
Restructuring and separation costs |
|
| - |
|
|
| (649 | ) |
|
| - |
|
|
| (4,925 | ) |
|
| (17,119 | ) |
|
| - |
|
|
| (17,119 | ) |
|
| - |
|
(Loss) gain on disposition of assets |
|
| (6,340 | ) |
|
| 506 |
|
|
| (1,191 | ) |
|
| 1,066 |
| ||||||||||||||||
Gain on disposition of assets |
|
| 220 |
|
|
| 9,436 |
|
|
| 3,653 |
|
|
| 5,149 |
| ||||||||||||||||
Total Operating Loss |
| $ | (72,834 | ) |
| $ | (23,043 | ) |
| $ | (233,461 | ) |
| $ | (74,906 | ) |
| $ | (83,482 | ) |
| $ | (111,500 | ) |
| $ | (929,919 | ) |
| $ | (160,626 | ) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
| 1,317 |
|
|
| 2,364 |
|
|
| 5,664 |
|
|
| 6,001 |
|
|
| 108 |
|
|
| 1,933 |
|
|
| 498 |
|
|
| 4,346 |
|
Interest expense, net of amounts capitalized |
|
| (31,098 | ) |
|
| (34,293 | ) |
|
| (92,182 | ) |
|
| (92,196 | ) |
|
| (10,333 | ) |
|
| (31,159 | ) |
|
| (42,655 | ) |
|
| (61,084 | ) |
Foreign currency transaction (loss) gain |
|
| (77 | ) |
|
| (743 | ) |
|
| (1,883 | ) |
|
| 115 |
| ||||||||||||||||
Foreign currency transaction loss |
|
| (1,004 | ) |
|
| (721 | ) |
|
| (797 | ) |
|
| (1,806 | ) | ||||||||||||||||
Reorganization items, net |
|
| (53,977 | ) |
|
| - |
|
|
| (53,977 | ) |
|
| - |
| ||||||||||||||||
Other, net |
|
| 82 |
|
|
| (179 | ) |
|
| 520 |
|
|
| 664 |
|
|
| (81 | ) |
|
| 105 |
|
|
| 242 |
|
|
| 438 |
|
Loss before income tax benefit |
|
| (102,610 | ) |
|
| (55,894 | ) |
|
| (321,342 | ) |
|
| (160,322 | ) |
|
| (148,769 | ) |
|
| (141,342 | ) |
|
| (1,026,608 | ) |
|
| (218,732 | ) |
Income tax benefit |
|
| 7,482 |
|
|
| 4,782 |
|
|
| 38,898 |
|
|
| 59,257 |
|
|
| 3,949 |
|
|
| 27,354 |
|
|
| 19,848 |
|
|
| 31,416 |
|
NET LOSS |
| $ | (95,128 | ) |
| $ | (51,112 | ) |
| $ | (282,444 | ) |
| $ | (101,065 | ) |
| $ | (144,820 | ) |
| $ | (113,988 | ) |
| $ | (1,006,760 | ) |
| $ | (187,316 | ) |
(1) | A revenue-earning day is defined as a 24-hour period during which a rig earns a dayrate after commencement of operations and excludes mobilization, demobilization and contract preparation days. |
(2) | Utilization is calculated as the ratio of total revenue-earning days divided by the total calendar days in the period for all specified rigs in our fleet (including |
(3) | Average daily revenue is defined as total contract drilling revenue for all of the rigs in our fleet per revenue-earning day. |
31
Three Months Ended SeptemberJune 30, 20192020 and 20182019
Net results for the thirdsecond quarter of 20192020 decreased $44.0$30.8 million compared to the thirdsecond quarter of 2018, reflecting lower2019, primarily due to reorganization and restructuring costs incurred during the second quarter of 2020 ($71.1 million), partially offset by higher margins from our contract drilling services primarily driven by lower contract drilling revenue combined with an increase in contract drilling expenses. ($40.2 million).
Contract drilling services contributed operating income of $40.7 million during the third quarter of 2019, compared to operating income of $92.2 million in the third quarter of 2018. Our results for the third quarter of 2019 were also negatively impacted by a net pre-tax loss of $6.3 million on the disposal of certain property and equipment during the quarter and by higher depreciation expense of $6.8 million, primarily due to capital expenditures made since the latter part of 2018. These unfavorable impacts to our net results were partially offset by a decrease in general and administrative expense of $14.5 million and an incremental tax benefit of $2.7 million recognized during the third quarter of 2019.
Operating Results.Drilling Revenue. Contract drilling revenue decreased $38.4$18.6 million during the thirdsecond quarter of 20192020 compared to the thirdsecond quarter of 2018,2019, primarily due to lower average daily revenue earned ($77.535.5 million), partially offset by the effect of 11862 incremental revenue-earning days ($39.116.9 million). The decrease in average daily revenue reflects the impact of lower dayrates earned under contracts that commenced after the third quarter of 2018,is primarily related to the completion of a long-term contract for the Ocean BlackHornet in July 2019, which was at a significantly higher dayrate than available in the rig’s current market, and a reduction in upgrade and mobilization revenue recognized during the quarter.contract. Revenue-earning days increased, compared to the thirdsecond quarter of 2018,2019, primarily due to fewer non-productiveincremental revenue-earning days (138for the Ocean Endeavor (73 additional days) and fewer days, which was reactivated for a new contract that commenced in mid-May of 2019, less downtime for planned shipyard projects and mobilization of rigs (72(93 additional days), and less unplanned downtime for rig repairs and maintenance (70 additional days), partially offset by the unfavorable impact of fewer revenue-earning days related to the cold stacking of and related preparations for the Ocean GuardianValiant, which operated throughout and Ocean GreatWhite (an aggregate 91 fewer days) and incremental downtime attributable to the third quarterwarm stacking of 2018 but was sold in 2019 (92rigs between contracts (83 fewer days).
Contract Drilling Expense, Excluding Depreciation. Contract drilling expense, excluding depreciation, increased $13.1decreased $58.8 million during the thirdsecond quarter of 2020 compared to the second quarter of 2019, compared to the third quarter of 2018, primarilyprimarily due to higherlower amortization of previously deferred contract preparation and mobilization costs ($38.9 million), combined with lower costs for repairs and maintenance ($5.315.5 million), overheadinspections ($4.1 million) and shorebase support ($4.9 million), labor and personnel ($1.9 million), equipment rental ($1.6 million) and other rig costs ($2.6 million). In addition, during the third quarter of 2019, we deferred fewer contract costs associated with contract preparation activities, including mobilization of rigs, than during the third quarter of 2018 ($8.3 million). These cost increases were partially offset by the absence of costs for the Ocean Guardian ($6.33.6 million) and a reduction in shorebase and overhead costs resulting from recent corporate cost cutting initiatives ($6.2 million). These cost reductions were partially offset by an increase in costs for the mobilization of rigs ($6.6 million), fuel ($1.9 million) and movinga net increase in other rig costs ($5.21.0 million).
General and administrativeDepreciation Expense. Depreciation expense for the second quarter of 2020 decreased $14.5$13.4 million, compared to the thirdsecond quarter of 2018,2019. The reduction in depreciation expense was primarily due to the absence of a $17.5 million chargelower depreciable asset base in the thirdsecond quarter of 20182020 as a result of asset impairments recognized during the first quarter of 2020.
Restructuring and Separation Costs. During the second quarter of 2020, we incurred $7.4 million in legal and other professional advisor fees in connection with the consideration of restructuring alternatives, including the preparation for settlementfiling of the Chapter 11 Cases and related matters. Also, during the second quarter of 2020, we initiated a legal claim, partially offset byplan to reduce the number of employees in our world-wide organization in an adjustmenteffort to restructure our business operations and lower operating costs. As a result of this initiative, we incurred costs of $9.7 million during the second quarter of 2020, primarily for severance and related costs associated with a reduction in personnel in our corporate offices, warehouse facilities and certain of our international shorebase locations. See Note 11 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report.
Gain on Disposition of Assets. In April 2019, we sold the previously impaired Ocean Guardian and recognized a pre-tax gain of $14.3 million. In addition, during the second quarter of 2019, periodwe recognized an aggregate net pre-tax loss of $4.9 million on the disposal of certain other property and equipment.
Interest Expense. Upon filing the Chapter 11 Cases on April 26, 2020, we ceased accruing interest expense on our senior unsecured debt and revolving credit agreement, or Credit Agreement, which we entered into on October 2, 2018. As a result, we did not record $20.2 million and $4.4 million of contractual interest expense related to a long-term incentive compensation plan.our senior notes and outstanding borrowings under the Credit Agreement, respectively.
Reorganization Items, net. In the second quarter of 2020, we recognized $54.0 million in expenses and other net losses directly related to the Chapter 11 Cases, primarily consisting of the write off of debt issuance costs ($27.5 million), professional fees ($20.6 million) and net losses related to vendor settlements ($5.9 million). See Note 2 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report.
Income Tax Benefit. We recorded a net income tax benefit of $7.5$4.0 million (7.3%(2.7% effective tax rate) for the thirdsecond quarter of 2019,2020, compared to an income tax benefit of $4.8$27.4 million (8.6%(19.4% effective tax rate) for the same quarter of 2018.2019. The differencedecrease in the amount ofeffective tax benefit recognized between the periodsrate was in large partprimarily due to thean increase in valuation allowance for tax attributes that are not likely to be realized and our mix of our domestic and international pre-tax earningsprofits and losses for the periods.losses.
Nine32
Six Months Ended SeptemberJune 30, 20192020 and 20182019
NetOur net results for the first nine monthshalf of 2020 decreased $819.4 million compared to the first half of 2019, primarily due to the impairment of assets in the first quarter of 2020 ($774.0 million) and recognition of reorganization and restructuring costs ($71.1 million), partially offset by higher margins earned from our contract drilling services ($14.3 million).
Contract Drilling Revenue. Contract drilling revenue decreased $181.4$27.5 million during the first half of 2020 compared to the same period of 2018, reflecting lower margins from our contract drilling services, primarily driven by lower contract drilling revenue. Contract drilling services contributed operating income of $82.5 million during the first nine months of 2019, compared to $271.5 million in the first nine months of 2018. Our results for the first nine months of 2019 were also negatively impacted by higher depreciation expense of $18.3 million, primarily due to capital expenditures and the completion of software implementation projects in 2019, and a lower income tax benefit recognized ($20.4 million), compared to the prior year period. These unfavorable impacts to our net results were partially offset by a reduction in general and
25
administrative expense ($18.6 million) in the first nine months of 2019 and the absence of impairment and restructuring charges recorded in the 2018 period.
Operating Results. Contract drilling revenue decreased $157.7 million during the first nine months of 2019 compared to the same period of 2018, primarily due to lower average daily revenue earned ($141.463.4 million), partially offset by the effect of 23 fewer123 incremental revenue-earning days ($7.935.9 million) and the absence of $8.4 million. The decrease in loss-of-hire insurance proceeds recognized during the 2018 period. Comparing the two periods, average daily revenue decreasedis primarily due to lower dayrates earned by somethe completion of our rigs as a result of renegotiating certain existing contracts during 2018 and a lower dayrate earned bylong-term contract for the Ocean GreatWhiteBlackHornet in the second half of 2019, which was at a significantly higher dayrate than the rig’s current contract, and the Ocean Monarch, which commenced operations underearned a new contract inreduced standby rate through the U.K.second quarter of 2020 due to COVID-19 related delays, partially offset by $8.8 million of revenue recognized during the first quarter of 2019.2020 related to the reimbursement of withholding taxes related to one of our rigs in Brazil. Revenue-earning days increased, compared to the second half of 2019, primarily due to incremental revenue-earning days for the Ocean Endeavor (163 additional days), which was reactivated for a new contract that commenced during the second quarter of 2019, less downtime for planned shipyard projects and mobilization of rigs (123 additional days) and less unplanned downtime for rig repairs and maintenance (74 additional days), partially offset by fewer revenue-earning days related to the cold stacking of and related preparations for the Ocean Valiant and Ocean GreatWhite (an aggregate 91 fewer days) and incremental downtime attributable to the warm stacking of rigs between contracts (146 fewer days).
Contract Drilling Expense, Excluding Depreciation. Contract drilling expense, excluding depreciation, increased $31.3decreased $41.8 million during the first nine monthshalf of 20192020 compared to the same periodfirst half of 2018, primarily2019, primarily due to incrementallower amortization of previously deferred contract preparation and mobilization costs ($30.049.3 million), combined with increasedlower costs for our current floater fleet for labor and personnel ($8.7 million), repairs and maintenance ($9.26.1 million), equipment rental ($5.1 million), catering ($2.3 million)and a reduction in shorebase and overhead shorebase support and other rig costs related to recent corporate restructuring efforts ($4.86.5 million). These increasescost reductions were partially offset by reducedan increase in costs for labor and personnel ($13.9 million), primarily related to the previously-owned reactivation of the Ocean GuardianEndeavor and Ocean Onyx, and fuel ($20.24.0 million) and lower fuela net increase in other rig costs ($8.62.2 million) for our current fleet.
General and administrative expense decreased $18.6 million, primarily due to the absence of a $17.5 million charge recorded in the third quarter of 2018 for settlement of a legal claim.
Restructuring and Separation Costs. In late 2017, our management approved and initiated a plan to restructure our worldwide operations, which also included a reduction in workforce at our corporate facilities and onshore bases. During the first nine months of 2018, we recognized $4.9 million in restructuring and other employee separation related costs pursuant to this plan. Restructuring activities associated with the plan were substantially completed in 2018..
Impairment of Assets. During the first nine monthsquarter of 2018, 2020, we recorded anevaluated five of our drilling rigs that had indicators of impairment loss and determined that the carrying values of $27.2 million to recognize a reduction in fair value (less costs to sell)four of the Ocean Scepter,rigs were impaired. As a jack-up rig that was sold in July 2018. result, we recognized an aggregate impairment charge of $774.0 million during the first quarter of 2020. See Note 3 “Impairment of Assets”Notes 4 and 7 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report.
Restructuring and Separation Costs. During the first half of 2020, we incurred $7.4 million in legal and other professional advisor fees in connection with the consideration of restructuring alternatives, including the preparation for filing of the Chapter 11 Cases and related matters. Also, during the second quarter of 2020, we incurred $9.7 million for severance and related costs associated with a corporate restructuring plan and the corresponding reduction in personnel in our corporate offices, warehouse facilities and certain of our international shorebase locations. See Note 11 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report.
Gain on Disposition of Assets. During the first half of 2019, we recognized a net pre-tax gain on the disposition of assets related to the sale of the previously impaired Ocean Guardian ($14.3 million), partially offset by an aggregate net pre-tax loss of $9.2 million on the disposal of certain other property and equipment. During the first quarter of 2020, we sold the Ocean Confidence, a previously impaired semisubmersible rig that was cold stacked in 2015, for a net pre-tax gain of $3.5 million.
Interest Expense. During the first six months of 2020, we recognized incremental interest expense of $1.0 million related to outstanding borrowings under our Credit Agreement compared to the same period in 2019. We ceased accruing interest expense on our senior unsecured debt and amounts outstanding under the Credit Agreement upon filing the Chapter 11 Cases on April 26, 2020. As a result, we did not record $20.2 million and $4.4 million of contractual interest expense related to our senior notes and Credit Agreement, respectively.
Reorganization Items, net. We recognized $54.0 million in expenses and other net losses directly related to the Chapter 11 Cases in the first half of 2020, primarily consisting of the write off of debt issuance costs ($27.5 million), professional fees ($20.6 million) and net losses related to vendor settlements ($5.9 million). See Note 2 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report.
33
Income Tax Benefit. We recorded a net income tax benefit of $38.9$19.8 million (12.1%(1.9% effective tax rate) for the first ninesix months of 2019,2020, compared to an income tax benefit of $59.3$31.4 million (37%(14.4% effective tax rate) for the same period of 2018. Income tax benefit for the 2018 period included a tax benefit of $43.3 million due to the reversal of an uncertain tax position related to the toll charge associated with the deemed repatriation of previously deferred earnings of our non-U.S. subsidiaries, or Transition Tax, under the Tax Cuts and Jobs Act enacted in 2017, or tax Reform Act, as a result of further guidance issued by the Internal Revenue Service, or IRS. This additional guidance clarified certain of our tax positions taken and, consequently, allowed us to reverse the previously recognized liability.2019. Income tax benefit for the 2019 period included a net $14.2 million income tax benefit of $14.2 million associated with the reduction in our estimate of our Transition Taxtransition tax liability pursuant to final regulations issued by the IRSInternal Revenue Service in June 20192019. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security Act, (or the CARES Act).
Other than these discreteThe CARES Act allows a carryback of net operating losses generated in 2018, 2019 and 2020 to each of the five preceding taxable years. As a result of the carryback, we recognized a tax adjustments, the differencebenefit of $9.7 million in the amountfirst quarter of income tax benefit recognized in the 2019 period, compared to the same period of 2018, was in large part2020 due to the mixa partial release of our domestica previously recognized valuation allowance and international pre-tax earnings and losses for the periods.tax rate change.
Liquidity and Capital Resources
Although we anticipate that the Chapter 11 Cases will help address our liquidity concerns, uncertainty remains over the Bankruptcy Court's approval of a plan of reorganization, and therefore substantial doubt exists over our ability to continue as a going concern at this time. Financial information in this report has been prepared on the basis that we will continue as a going concern, which presumes that we will be able to realize our assets and discharge our liabilities in the normal course of business as they come due. Financial information in this report does not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if we were unable to realize our assets and settle our liabilities as a going concern in the normal course of operations. Such adjustments could be material. Our long-term liquidity requirements, the adequacy of capital resources and ability to continue as a going concern are difficult to predict at this time and ultimately cannot be determined until a Chapter 11 plan has been confirmed, if at all, by the Bankruptcy Court. If our future sources of liquidity are insufficient, we could face substantial liquidity constraints and be unable to continue as a going concern and would likely be required to significantly reduce, delay or eliminate capital expenditures, implement further cost reductions, or seek other financing alternatives.
We have principallyhistorically relied on our cash flows from operations and cash reserves to meet our liquidity needs. We have also utilized borrowings underneeds, which primarily include the servicing of our credit agreements, which currently provide for maximum borrowingsdebt repayments and interest payments, as well as funding our working capital requirements and capital expenditures. As of up to $1.2 billion, all of which was available to us as of October 25, 2019. In addition, as of OctoberJuly 1, 2019,2020, our contractual backlog was $1.8$1.2 billion, of which $0.2$0.3 billion is expected to be realized during the fourth quartersecond half of 2019.2020. Also, during the fourth quarter of 2019,2020, we expect to receive aan approximately $30.025.0 million payment from a customer for an unfulfilleda gross margin commitment pursuant to terms of an existing contract.contract if the commitment is not satisfied by the signing of a new contract commencing in 2020. At SeptemberJune 30, 2019,2020, we had cash available for current operations of $209.1$485.9 million.
26
Our worldwide earnings and cash balances are available to finance both our domestic and foreign activities. We record the withholding income tax impact, if any, associated with the potential distribution of earnings of our foreign subsidiaries; however, we have not provided income tax on the outside basis difference of our international subsidiaries as management does not intend to dispose of these subsidiaries. We expect to utilize existing structuring alternatives to mitigate any potential liability should a disposition take place.
We have historically invested a significant portion of our cash flows in the enhancement of our drilling fleet. The amount of cash required to meet our capital commitments is determined by evaluating the need to upgrade our rigs to meet specific customer requirements and our ongoing rig equipment enhancement/replacement programs. We make periodic assessments of our capital spending programs based on current and expected industry conditions and make adjustments to them if required.
Based on our cash available and contract drilling backlog, we believe our 2019 capital spending and debt service requirements will be funded from our cash and cash equivalents, future operating cash flows and borrowings under our credit agreements, as needed. We expect, based on our current forecast, to utilize a portion of the availability under our credit agreements, commencing in the first half of 2020, to meet our short-term liquidity requirements. See “– Sources and Uses of Cash – Rig Reactivation, Upgrades and Other Capital Expenditures.”
We may, from time to time, issue debt or equity securities, or a combination thereof, to finance capital expenditures, the acquisition of assets and businesses or for general corporate purposes. We have an effective automatic shelf registration statement under which we may publicly issue debt, equity or hybrid securities. Our ability to access the capital markets by issuing debt or equity securities will be dependent on our results of operations, our financial condition, credit ratings, market conditions and other factors beyond our control at the time we seek such access.
Sources and Uses of Cash
During the nine-month period ended September 30, 2019,Our operating activities provided net cash usage for operating activities and capital expenditures was $14.2of $32.7 million and $249.8 million, respectively.during the first six months of 2020. Our primaryother sources of cash during the same period were $303.0$436.0 million in proceeds from maturities of marketable securities, net of purchases,borrowings under the Credit Agreement and proceeds from the disposition of assets, including $15.0 million from the sale of the Ocean Guardian Confidence of $4.6 million. We used cash aggregating $118.4 million for capital expenditures during the first half of 2020.
The principal and interest under the Credit Agreement became immediately due and payable upon filing of the Chapter 11 Cases, which constituted an event of default under the Credit Agreement. Also, as a result of the filing of the Chapter 11 Cases, the commitments under the Credit Agreement were reduced to the amount of borrowings outstanding plus the value of a financial letter of credit issued in the second quarterJanuary 2020. See Note 9 “Credit Agreements” to our unaudited condensed consolidated financial statements included in Item 1 of 2019.Part I of this report.
Cash Flow from Operations. Cash flow from operations for the nine-month period ended September 30, 2019 decreased $203.0first half of 2020 increased $35.4 million compared to the nine-month period ended September 30, 2018,first half of 2019, primarily due to lowerhigher cash receipts for contract drilling services ($205.529.5 million) and higher income tax payments,, combined with lower net of refunds, primarily in our foreign tax jurisdictions ($14.7 million). Incremental cash used for operations during the 2019 period was partially offset by a net decrease in cash expenditures related tofor contract drilling, shorebase support and general and administrative costs ($17.224.2 million), partially offset by collateral deposits made in support of certain outstanding surety and other bonds and letters of credit ($18.3 million).
Rig Reactivation, Upgrades and Other Capital Expenditures. As of the date of this report, we expect cash capital expenditures for the final quarterremaining six months of 20192020 to be approximately $110$60 million to $130$80 million for a total spend of approximately $360$180 million to $380$200 million in 2019. 2019 capital expenditures include2020. Planned spending associated with projects under our capital maintenance and replacement programs, includingfor the remainder of 2020 includes equipment upgrades for
34
the Ocean BlackHawk, BlackLion.Ocean BlackHornet and Ocean Courage and other large shipyard projects. In addition, other specific projects for 2019 include (i) approximately $110 million in capitalized costs associated with the reactivation and upgrade of the Ocean Onyx and (ii) approximately $20 million associated with the reactivation of the Ocean Endeavor.
At SeptemberJune 30, 20192020, we had no significant purchase obligations, except for those related to our direct rig operations, which arise during the normal course of business.
Other Obligations. As of SeptemberJune 30, 2019,2020, the total net unrecognized tax benefits related to uncertain tax positions was $148.4$224.9 million. Due to the high degree of uncertainty regarding the timing of future cash outflows
27
associated with the liabilities recognized in these balances, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities.
We have various obligations corresponding to our lease arrangements. See Note 9 “Leases and Lease Commitments” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report.
Credit Ratings
On September 25, 2019, S&P Global Ratings, or S&P, downgraded our corporate and senior unsecured notes credit ratings to CCC+ from B. The rating outlook from S&P changed to stable from negative. Our current corporate credit rating from Moody’s Investor Services, or Moody’s, is B2 and our current senior unsecured notes credit rating from Moody’s is B3. The rating outlook from Moody’s is negative. These credit ratings are below investment grade and could raise our cost of financing. Consequently, we may not be able to issue additional debt in amounts and/or with terms that we consider to be reasonable. These ratings could limit our ability to pursue other business opportunities.
Other Commercial Commitments - Letters of Credit
See Note 810 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report for a discussion of certain of our other commercial commitments.
Off-Balance Sheet Arrangements
At SeptemberJune 30, 20192020 and December 31, 2018,2019, we had no off-balance sheet debt or other off-balance sheet arrangements.
New Accounting Pronouncements
See Note 1 “General Information – Recently Adopted Accounting Pronouncements” and “ – Accounting Pronouncements Not Yet Adopted” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report for a discussion of recently issued accounting pronouncements.
Forward-Looking Statements
We or our representatives may, from time to time, either in this report, in periodic press releases or otherwise, make or incorporate by reference certain written or oral statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.Act). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain or be identified by the words “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “believe,” “should,” “could,” “would,” “may,” “might,” “will,” “will be,” “will continue,” “will likely result,” “project,” “forecast,” “budget” and similar expressions. In addition, any statement concerning future financial performance (including, without limitation, future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by or against us, which may be provided by management, are also forward-looking statements as so defined. Statements made by us in this report that contain forward-looking statements may include, but are not limited to, information concerning our possible or assumed future results of operations and statements about the following subjects:
| • | our ability to continue as a going concern; |
• | any potential debt restructuring or refinancing and access to sources of liquidity; |
• | our ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining strategic control as debtors-in-possession; |
• | our ability to negotiate, develop, confirm and consummate a plan of reorganization that restructures our debt obligations to address our liquidity issues and allows emergence from the Chapter 11 Cases; |
• | the effects of the Chapter 11 Cases on our operations, including our relationships with employees, regulatory authorities, customers, suppliers, banks, insurance companies and other third parties, and agreements; |
• | the effects of the Chapter 11 Cases on the Company and its subsidiaries and on the interests of various constituents, including holders of our common stock and debt instruments; |
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• | the length of time that we will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; |
• | risks associated with third-party motions or objections in the Chapter 11 Cases, which may interfere with our ability to confirm and consummate a plan of reorganization and restructuring generally; |
• | increased advisory costs to execute a plan of reorganization andincreased administrative and legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; |
• | our ability to access adequate debtor-in-possession financing, if needed, or use cash collateral; |
• | the potential adverse effects of the Chapter 11 Cases on our liquidity, results of operations, or business prospects; |
• | the impact of the delisting of our common stock by the New York Stock Exchange on the liquidity and market price of our common stock; |
• | market conditions and the effect of such conditions on our future results of operations; |
| • | sources and uses of and requirements for financial resources and sources of liquidity; |
| • | customer spending programs; |
• | business plans or financial condition of our customers, including with respect to or as a result of the COVID-19 pandemic; |
• | contractual obligations and future contract negotiations; |
| • | interest rate and foreign exchange risk; |
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| • | operations outside the United States; |
| • | business strategy; |
| • | growth opportunities; |
| • | competitive position including, without limitation, competitive rigs entering the market; |
| • | expected financial position; |
| • | cash flows and contract backlog; |
| • | future amounts payable by a customer in the form of a guarantee of gross margin to be earned on future contracts or by direct payment, pursuant to terms of an existing contract, including the timing |
| • | idling drilling rigs or reactivating stacked rigs; |
| • | outcomes of litigation and legal proceedings; |
| • | financing plans; |
| • | market outlook; |
| • | tax planning and effects of the |
• | changes in tax laws and policies or adverse outcomes resulting from examination of our tax returns; |
| • | debt levels and the impact of changes in the credit markets and credit ratings for us and our debt; |
| • | budgets for capital and other expenditures; |
| • | duration and impacts of the COVID-19 pandemic and any related actions taken by businesses and governments on our business, operations, supply chain and personnel, financial condition, results of operations, cash flows and liquidity; |
• | expectations regarding our plans and strategies, including plans, effects and other matters relating to the COVID-19 pandemic; |
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• | timing and duration of required regulatory inspections for our drilling rigs and other planned downtime; |
| • | process and timing for acquiring regulatory permits and approvals for our drilling operations; |
| • | timing and cost of completion of capital projects; |
| • | delivery dates and drilling contracts related to capital |
| • | Beach’s attempt to terminate its contract for the |
| • | plans and objectives of management; |
| • | scrapping retired |
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| • | asset impairments and impairment evaluations; |
| • | assets held for sale; |
| • | our internal controls and internal control over financial reporting; |
| • | performance of contracts; |
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| • | compliance with applicable laws; and |
| • | availability, limits and adequacy of insurance or indemnification. |
These types of statements are based on current expectations about future events and inherently are subject to a variety of assumptions, risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those expected, projected or expressed in forward-looking statements. These risks and uncertainties include, among others, those described or referenced under “Risk Factors” in Item 1A in our Annual Report on Form 10-K10-K/A for the year ended December 31, 20182019, Item 1A, “Risk Factors” included in Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and Item 1A, “Risk Factors,” included in Part II of this report.
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The risks and uncertainties referenced above are not exhaustive. Other sections of this report and our other filings with the Securities and Exchange Commission include additional factors that could adversely affect our business, results of operations and financial performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements included in this report speak only as of the date of this report. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based. In addition, in certain places in this report, we may refer to reports published by third parties that purport to describe trends or developments in energy production or drilling and exploration activity. While we believe that these reports are reliable, we have not independently verified the information included in such reports. We specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
The information included in this Item 3 constitutes “forward-looking statements” for purposes of the statutory safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” in Item 2 of Part I of this report.
Interest Rate Risk. We have exposure to interest rate risk on our debt instruments arising from changes in the level or volatility of interest rates. We monitor our sensitivity to interest rate risk by evaluating the change in the value of our financial assets and liabilities due to fluctuations in interest rates. The evaluation provides the sensitivity of the market value of our financial instruments to selected changes in market rates and prices which we believe are reasonably possible over a one-year period. This sensitivity analysis estimates the change in the market value of our interest sensitive liabilities that were held on June 30, 2020 and December 31, 2019, due to instantaneous parallel shifts in the yield curve of 100 basis points, with all other variables held constant.
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Our existing senior notes have been issued at fixed rates, and as such, interest expense would not be impacted by interest rate shifts. However, changes in market interest rates are reflected in the fair value of the debt. The impact of a 100-basis point increase in interest rates on fixed rate debt would result in a decrease in market value of $4.2 million and $89.7 million as of June 30, 2020 and December 31, 2019, respectively. A 100-basis point decrease would result in an increase in market value of $4.3 million and $102.0 million as of June 30, 2020 and December 31, 2019, respectively.
There were no other material changes in our market risk components for the ninesix months ended SeptemberJune 30, 2019.2020. See “Quantitative and Qualitative Disclosures About Market Risk” included in Item 7A of our Annual Report on Form 10-K10-K/A for the year ended December 31, 20182019 for further information.
ITEM 4. Controls and Procedures.
We maintain a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the federal securities laws, including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us under the federal securities laws is accumulated and communicated to our management on a timely basis to allow decisions regarding required disclosure.
Our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of SeptemberJune 30, 2019.2020. Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 2019.2020.
There were no changes in our internal control over financial reporting identified in connection with the foregoing evaluation that occurred during our thirdsecond fiscal quarter of 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
Information related to certain legal proceedings is included in Note 810 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report. In addition, information related to the Chapter 11 Cases that we filed in the Bankruptcy Court on April 26, 2020 is included in Note 2 “Chapter 11 Proceedings – Chapter 11 Cases” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this report, which is incorporated herein by reference.
ITEM 1A. Risk Factors.
Our Annual Report on Form 10-K10-K/A for the year ended December 31, 2018 includes a detailed discussion of certain material risk factors facing our company. In2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, we restated2020 include a detailed discussion of certain material risk factors facing our company. The information presented below updates one such risk factor. Nofactor and should be read in conjunction with the Risk Factors included under Item 1A of our Annual Report on Form 10-K/A for the year ended December 31, 2019 and Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which is incorporated herein by reference as amended below. Except as presented below, no material changes have been made to such risk factors as of SeptemberJune 30, 2019.2020;however, the potential effects of the COVID-19 outbreak discussed below could potentially also impact many of such previously disclosed risk factors.
The risk factor in Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 captioned “The impacts of the COVID-19 pandemic and efforts to mitigate the spread of the virus and the failure of certain oil producing nations to reach an agreement on oil production quotas in early 2020 have materially adversely affected and could continue to materially adversely affect our operations and financial results.” is amended and restated in its entirety as follows:
The impacts of the COVID-19 pandemic and efforts to mitigate the spread of the virus have materially adversely affected and could continue to materially adversely affect our operations and financial results.
31The COVID-19 outbreakand its development into a pandemic in March 2020 resulted in various actions by governmental authorities in many parts of the world to mitigate the spread of COVID-19, such as imposing mandatory closures of all non-essential business facilities, seeking voluntary closures of business facilities, declaring border closings, and imposing restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions. In addition, the risk of infection and health risk associated with COVID-19, and the related death or illness of many individuals across the globe, resulted in actions by individuals and companies seeking to curtail the spread of COVID-19, such as companies requiring employees to work remotely, suspending all non-essential travel for employees and discouraging employee attendance at in-person work-related meetings, as well as individuals voluntarily social distancing and self-quarantining.
The COVID-19 pandemic and the actions taken by businesses and governments in response to it have significantly reduced global economic activity as a result of, among other things, the dramatic decrease in the number of businesses open for operation and a substantial reduction in the number of people across the world that have been leaving their residence to commute to work or to purchase goods and services. This reduction has also resulted in airlines dramatically reducing flights. As a result, there has also been a sharp reduction in the demand for oil and a precipitous decline in oil prices. Oil price volatility has been exacerbated by disputes over production levels among oil-producing countries, the significant increase in production levels by such countries and limited storage capacity for crude oil and refined products. In addition, the global economy has been further impacted by the COVID-19 pandemic through the disruption of financial markets and international trade, resulting in increased unemployment levels and significantly impacting global supply chains and travel networks.
These events have materially negatively affected and are expected to continue to materially negatively affect our business. Any prolonged period of depressed oil prices could have significant adverse consequences for the financial condition of our customers and result in reductions to their drilling and production expenditures and delays or cancellations of projects, thus decreasing demand for our drilling services. We have already experienced customers delaying drilling projects as a result of COVID-19 restrictions and complications. Such conditions could
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also result in an increased risk that our customers may seek price reductions or more favorable economic terms for our services, seek to terminate our drilling contracts or otherwise be unable to timely pay outstanding receivables owed to us, or could result in us having to enter into lower dayrate contracts or to idle, stack or retire more of our drilling rigs. To the extent our suppliers experience a deterioration in financial condition or operational capability as a result of such depressed industry conditions or we or other suppliers incur delays in moving personnel to and from drilling rigs, we may experience disruptions in supply, which could increase our operating costs and increase rig downtime. The occurrence of any such events with respect to our customers, contracts or suppliers could have material adverse consequences for our business and financial position.
As a result of the COVID-19 outbreak and impact, we have implemented certain changes to our operational processes. For example, we have asked our rig crews in certain locations to quarantine in-country before offshore rotations, as well as to remain in country after their offshore rotation. We have also adopted COVID-19 testing requirements based on the regions in which our rigs are operating that primarily require testing of all personnel prior to an offshore rotation or travel from the U.S. to an international location. Additionally, for most of our rigs we have implemented other health protocols once personnel are on board a rig such as increased social distancing, requiring twice daily temperature checks and increased frequency in cleaning/disinfecting common areas on our rigs. We cannot guarantee that any actions taken by us, including the precautionary measures noted above, will be effective in preventing either an outbreak of COVID-19 on one or more of our rigs or other adverse effects related to COVID-19. To the extent there is an outbreak of COVID-19 on one or more of our rigs, we may have to temporarily shut down operations of such rig or rigs, which could result in significant downtime or contract termination and have substantial adverse consequences for our business and results of operations. In addition, most of our non-operational employees, including employees at our corporate headquarters, are working remotely, as of the date of this report, which increases various logistical challenges, inefficiencies and operational risks. For instance, working remotely may increase the risk of security breaches or other cyber-incidents or attacks, loss of data, fraud and other disruptions as a consequence of more employees accessing sensitive and critical information from remote locations.
Many governmental authorities worldwide have implemented travel restrictions and mandatory quarantine measures to prevent the spread of COVID-19, and, in complying with such governmental actions, we have experienced, and expect to continue to experience, increased difficulties, delays and costs in moving our personnel in and out of, and to work in, the various jurisdictions in which we operate. Such difficulties and delays may result in a shortage of available experienced rig personnel or rig personnel working unusually long periods before rotating off the rig. We may be unable to recover these increased costs from our customers. We may also experience permitting and regulatory delays attributable to the COVID-19 pandemic. Additionally, disruptions to or restrictions on the ability of our suppliers, manufacturers and service providers to supply parts, equipment or services in the jurisdictions in which we operate, whether as a result of government actions, labor shortages, the inability to source parts or equipment from affected locations, or other effects related to the COVID-19 outbreak, may have significant adverse consequences on our ability to meet our commitments to customers, including by increasing our operating costs and increasing the risk of rig downtime and could result in contract delays or terminations.
Given that the situation surrounding the COVID-19 pandemic remains fluid, we cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist, the extent of the impact they will have on our results of operations, financial condition and liquidity, or the pace or extent of any subsequent recovery. The ultimate extent of the impact of the COVID-19 outbreak on our business and financial position will depend largely on future developments, including the duration, spread or containment of the outbreak, particularly within the geographic locations where we operate, and the related impact on overall economic activity and demand for oil and gas, all of which are highly uncertain at this time. We believe, for example, that depressed market and industry conditions could place significant pressure on the liquidity and solvency of many offshore drilling contractors, which could lead them to pursue restructuring transactions. We are unable to predict the timing or impact of any such restructurings, if completed, on the capital structure and competitive dynamics among offshore drilling companies.
See “ – We can provide no assurance that our drilling contracts will not be terminated early or that our current backlog of contract drilling revenue will be ultimately realized.”and “ – Contracts for our drilling rigs are generally fixed dayrate contracts, and increases in our operating costs could adversely affect our profitability on those contracts.”included under Item 1A of our Annual Report on Form 10-K/A for the year ended December 31, 2019.
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ITEM 6. Exhibits.
Exhibit No. |
| Description of Exhibit |
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10.1 | ||
31.1* |
| Rule 13a-14(a) Certification of the Chief Executive |
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31.2* |
| Rule 13a-14(a) Certification of the Chief Financial |
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32.1* |
| Section 1350 Certification of the Chief Executive Officer and Chief Financial |
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101.INS* |
| XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL* |
| Inline XBRL Taxonomy Calculation Linkbase Document. |
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101.LAB* |
| Inline XBRL Taxonomy Label Linkbase Document. |
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101.PRE* |
| Inline XBRL Presentation Linkbase Document. |
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101.DEF* |
| Inline XBRL Definition Linkbase Document. |
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104* |
| The cover page of our Quarterly Report on Form 10-Q for the quarter ended |
* | Filed or furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| DIAMOND OFFSHORE DRILLING, INC. | ||
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| By: |
| /s/ Scott Kornblau |
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| Scott Kornblau |
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| Senior Vice President and Chief Financial Officer |
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| Vice President and |
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