Document and Entity Information
Document and Entity Information - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Entity [Abstract] | ||
Entity Registrant Name | Paragon Offshore plc | |
Entity Central Index Key | 1,594,590 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 86,026,247 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating revenues | ||||
Contract drilling services | $ 338,710 | $ 456,174 | $ 1,101,618 | $ 1,410,471 |
Labor contract drilling services | 6,853 | 8,562 | 21,224 | 24,919 |
Reimbursables and other | 23,410 | 40,486 | 70,023 | 63,379 |
Total operating revenues | 368,973 | 505,222 | 1,192,865 | 1,498,769 |
Operating costs and expenses | ||||
Contract drilling services | 190,536 | 217,378 | 612,610 | 666,158 |
Labor contract drilling services | 4,792 | 6,593 | 16,086 | 19,029 |
Reimbursables | 19,517 | 35,592 | 58,173 | 51,442 |
Depreciation and amortization | 95,826 | 108,027 | 280,574 | 331,147 |
General and administrative | 12,800 | 12,037 | 41,901 | 37,965 |
Loss on impairments | 1,150,846 | 928,947 | 1,152,547 | 928,947 |
Gain on disposal of assets, net | 0 | 0 | (12,717) | 0 |
Gain on repurchase of long-term debt | 0 | (6,931) | (4,345) | (6,931) |
Total operating costs and expenses | 1,474,317 | 1,301,643 | 2,144,829 | 2,027,757 |
Operating loss | (1,105,344) | (796,421) | (951,964) | (528,988) |
Other income (expense) | ||||
Interest expense, net of amount capitalized | (33,900) | (22,453) | (93,107) | (28,690) |
Other, net | (983) | 340 | 1,421 | 830 |
Loss before income taxes | (1,140,227) | (818,534) | (1,043,650) | (556,848) |
Income tax benefit (provision) | 55,389 | (50,626) | 67,301 | (92,701) |
Net loss | (1,084,838) | (869,160) | (976,349) | (649,549) |
Net income attributable to non-controlling interest | 0 | 0 | (31) | 0 |
Net loss attributable to Paragon | $ (1,084,838) | $ (869,160) | $ (976,380) | $ (649,549) |
Loss per share | ||||
Basic and diluted (in dollars per share) | $ (12.46) | $ (10.26) | $ (11.39) | $ (7.66) |
Weighted-average shares outstanding | ||||
Basic and diluted (in shares) | 87,077 | 84,753 | 85,703 | 84,753 |
CONSOLIDATED AND COMBINED STAT3
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,084,838) | $ (869,160) | $ (976,349) | $ (649,549) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | (5,145) | (1,854) | (6,818) | (1,827) |
Foreign currency forward contracts | 0 | (3,073) | 0 | (3,073) |
Amortization of net actuarial loss | 195 | 0 | 584 | 0 |
Amortization of prior service cost | (5) | 0 | (14) | 0 |
Total other comprehensive loss, net | (4,955) | (4,927) | (6,248) | (4,900) |
Total comprehensive loss | $ (1,089,793) | $ (874,087) | $ (982,597) | $ (654,449) |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 732,960 | $ 56,772 |
Restricted cash | 3,000 | 12,502 |
Accounts receivable, net of allowance for doubtful accounts | 335,132 | 539,376 |
Prepaid and other current assets | 106,355 | 104,644 |
Total current assets | 1,177,447 | 713,294 |
Property and equipment, at cost | 2,641,058 | 4,842,112 |
Accumulated depreciation | (1,488,992) | (2,431,752) |
Property and equipment, net | 1,152,066 | 2,410,360 |
Other assets | 145,114 | 129,735 |
Total assets | 2,474,627 | 3,253,389 |
Current liabilities | ||
Current maturities of long-term debt | 40,990 | 272,166 |
Accounts payable | 122,269 | 160,874 |
Accrued payroll and related costs | 51,438 | 81,416 |
Taxes payable | 48,644 | 69,033 |
Interest payable | 13,579 | 33,658 |
Other current liabilities | 71,709 | 105,147 |
Total current liabilities | 348,629 | 722,294 |
Long-term debt | 2,569,435 | 1,888,439 |
Deferred income taxes | 9,585 | 58,497 |
Other liabilities | 34,981 | 89,910 |
Total liabilities | $ 2,962,630 | $ 2,759,140 |
Commitments and contingencies | ||
Equity | ||
Ordinary shares, $0.01 par value, 186,457,393 shares authorized; with 86,026,247 and 84,753,393 issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 860 | $ 848 |
Additional paid-in capital | 1,426,158 | 1,423,153 |
Accumulated deficit | (1,871,629) | (895,249) |
Accumulated other comprehensive loss | (43,392) | (37,144) |
Total shareholders’ equity (deficit) | (488,003) | 491,608 |
Non-controlling interest | 0 | 2,641 |
Total equity (deficit) | (488,003) | 494,249 |
Total liabilities and equity | $ 2,474,627 | $ 3,253,389 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Ordinary shares | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 186,457,393 | 186,457,393 |
Shares issued (in shares) | 86,026,247 | 84,753,393 |
Shares outstanding (in shares) | 86,026,247 | 84,753,393 |
CONSOLIDATED AND COMBINED STAT6
CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Net Parent Investment | Total Stockholders’ Equity and Net Parent Investment | Non-Controlling Interest |
Balance (in shares) at Dec. 31, 2013 | 0 | |||||||
Balance at Dec. 31, 2013 | $ 2,005,333 | $ 0 | $ 0 | $ 0 | $ (6) | $ 2,005,339 | $ 2,005,333 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (649,549) | (886,977) | 237,428 | (649,549) | ||||
Net changes in parent investment | (852,624) | (852,624) | (852,624) | |||||
Distribution by former parent (in shares) | 84,753,000 | |||||||
Distribution by former parent | 0 | $ 848 | 1,419,744 | (30,449) | (1,390,143) | |||
Employee related equity activity: | ||||||||
Amortization of share-based compensation | 2,643 | 2,643 | 2,643 | |||||
Other comprehensive loss, net | (5,850) | (5,850) | (5,850) | |||||
Other comprehensive loss, net | (4,900) | |||||||
Balance (in shares) at Sep. 30, 2014 | 84,753,000 | |||||||
Balance at Sep. 30, 2014 | $ 499,953 | $ 848 | 1,422,387 | (886,977) | (36,305) | 0 | 499,953 | 0 |
Balance (in shares) at Dec. 31, 2014 | 84,753,393 | 84,753,393 | ||||||
Balance at Dec. 31, 2014 | $ 494,249 | $ 848 | 1,423,153 | (895,249) | (37,144) | 0 | 491,608 | 2,641 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (976,349) | (976,380) | (976,380) | 31 | ||||
Distribution by former parent | (9,493) | (9,493) | (9,493) | |||||
Employee related equity activity: | ||||||||
Amortization of share-based compensation | 12,791 | 12,791 | 12,791 | |||||
Issuance of share-based compensation shares (in shares) | 1,273,000 | |||||||
Issuance of share-based compensation shares | (768) | $ 12 | (780) | (768) | ||||
Acquisition of Prospector non-controlling interest | (2,185) | 487 | 487 | (2,672) | ||||
Other comprehensive loss, net | $ (6,248) | (6,248) | (6,248) | |||||
Balance (in shares) at Sep. 30, 2015 | 86,026,247 | 86,026,000 | ||||||
Balance at Sep. 30, 2015 | $ (488,003) | $ 860 | $ 1,426,158 | $ (1,871,629) | $ (43,392) | $ 0 | $ (488,003) | $ 0 |
CONSOLIDATED AND COMBINED STAT7
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (976,349) | $ (649,549) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 280,574 | 331,147 |
Loss on impairments | 1,152,547 | 928,947 |
Gain on disposal of assets, net | (12,717) | 0 |
Gain on repurchase of long-term debt | (4,345) | (6,931) |
Deferred income taxes | (70,149) | (36,481) |
Share-based compensation | 12,937 | 14,400 |
Provision for doubtful accounts | 26,479 | 0 |
Net change in other assets and liabilities | (22,226) | (15,431) |
Net cash provided by operating activities | 386,751 | 566,102 |
Cash flows from investing activities | ||
Capital expenditures | (156,753) | (182,351) |
Proceeds from sale of assets | 29,316 | 6,570 |
Acquisition of Prospector Offshore Drilling S.A. non-controlling interest | (2,185) | 0 |
Change in restricted cash | (17,297) | 0 |
Change in accrued capital expenditures | (11,768) | (3,000) |
Net cash used in investing activities | (158,687) | (178,781) |
Cash flows from financing activities | ||
Proceeds from issuance of Senior Notes and Term Loan Facility | 0 | 1,710,550 |
Borrowings under Revolving Credit Facility | 697,000 | 0 |
Net proceeds from Sale-Leaseback | 291,576 | 0 |
Repayment of Revolving Credit Facility | (154,000) | $ 0 |
Repayment of Sale-Leaseback | (8,365) | |
Repayment of Term Loan Facility | (4,875) | $ 0 |
Purchase of Senior Notes | (6,546) | (42,468) |
Debt issuance costs | 0 | (19,253) |
Net transfers to parent | 0 | (2,698,295) |
Net cash provided by (used in) financing activities | 448,124 | (341,994) |
Net change in cash and cash equivalents | 676,188 | 45,327 |
Cash and cash equivalents, beginning of period | 56,772 | 36,581 |
Cash and cash equivalents, end of period | 732,960 | 81,908 |
Supplemental information for non-cash activities: | ||
Assets related to Sale-Leaseback | 465,043 | 0 |
Adjustments to distributions by former parent | 9,493 | 0 |
Transfer from parent of property and equipment | 0 | 18,124 |
Line of Credit | ||
Cash flows from financing activities | ||
Repayment of Prospector debt | (265,666) | 0 |
Callable Bond | ||
Cash flows from financing activities | ||
Repayment of Prospector debt | (101,000) | 0 |
Predecessor | ||
Cash flows from financing activities | ||
Net change in borrowings on Predecessor bank credit facilities | $ 0 | $ 707,472 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Paragon Offshore plc (together with its subsidiaries, “Paragon,” the “Company,” “we,” “us” or “our”) is a global provider of offshore drilling rigs. Paragon’s operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters ( four drillships and two semisubmersibles). We refer to our semisubmersibles and drillships collectively as “floaters.” Our primary business is contracting our rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for our exploration and production customers on a dayrate basis around the world. Spin-Off Transaction On July 17, 2014, Paragon Offshore Limited, an indirect wholly owned subsidiary of Noble Corporation plc (“Noble”) incorporated under the laws of England and Wales, re-registered under the Companies Act 2006 as a public limited company under the name of Paragon Offshore plc. Noble transferred to us the assets and liabilities (the “Separation”) constituting most of Noble’s standard specification drilling units and related assets, liabilities and business. On August 1, 2014, Noble made a pro rata distribution to its shareholders of all of our issued and outstanding ordinary shares (the “Distribution” and, collectively with the Separation, the “Spin-Off”). In connection with the Distribution, Noble shareholders received one ordinary share of Paragon for every three ordinary shares of Noble owned. Basis of Presentation The unaudited consolidated and combined financial information for the three and nine months ended September 30, 2014 contained within this report includes periods prior to the Spin-Off on August 1, 2014. For these periods prior to the Spin-Off, the unaudited consolidated and combined financial statements and related discussion of financial condition and results of operations contained in this report includes historical results of the Noble Standard-Spec Business (our “Predecessor”), which comprised most of Noble’s standard specification drilling fleet and related operations. Our Predecessor’s historical combined financial statements include three standard specification drilling units that were retained by Noble and three standard specification drilling units that were sold by Noble prior to the Separation. We consolidate the historical combined financial results of our Predecessor in our consolidated and combined financial statements for all periods prior to the Spin-Off. All financial information presented after the Spin-Off represents the consolidated results of operations, financial position and cash flows of Paragon. Our Predecessor’s historical combined financial statements for the periods prior to the Spin-Off include assets and liabilities that are specifically identifiable or have been allocated to our Predecessor. Revenues and costs directly related to our Predecessor have been included in the accompanying unaudited consolidated and combined financial statements. Our Predecessor received service and support functions from Noble and the costs associated with these support functions have been allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these consolidated and combined statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. These allocated costs are primarily related to corporate administrative expenses including executive oversight, employee related costs including pensions and other benefits, and corporate and shared employees for the following functional groups: • information technology, • legal, accounting, finance and treasury services, • human resources, • marketing, and • other corporate and infrastructural services. Prior to the Spin-Off, our total equity represented the cumulative net parent investment by Noble, including any prior net income attributable to our Predecessor as part of Noble. At the Spin-Off, Noble contributed its entire net parent investment in our Predecessor. Concurrent with the Spin-Off and in accordance with the terms of our Separation from Noble, certain assets and liabilities were transferred between us and Noble, which have been recorded as part of the net capital contributed by Noble. During the first quarter of 2015, we recorded an out-of-period adjustment to the opening balance sheet of our Predecessor of approximately $9 million to reflect transfers of fixed assets resulting from the Spin-Off between us and our former parent, as well as revisions in estimates of liabilities associated with the Spin-Off. This adjustment did not affect our Consolidated and Combined Statements of Operations. As our Predecessor previously operated within Noble’s corporate cash management program for all periods prior to the Distribution, funding requirements and related transactions between our Predecessor and Noble have been summarized and reflected as changes in equity without regard to whether the funding represents a receivable, liability or equity. Based on the terms of our Separation from Noble, we ceased being a part of Noble’s corporate cash management program. Any transactions with Noble after August 1, 2014 have been, and will continue to be, cash settled in the ordinary course of business, and such amounts, which totaled approximately $0.3 million and $2 million at September 30, 2015 and December 31, 2014 , respectively, are included in “Accounts payable” on our Consolidated Balance Sheets. Liquidity Prior to the Distribution, our working capital and capital expenditure requirements were a part of Noble’s cash management program. After the Distribution, we have been solely responsible for the provision of funds to finance our working capital and other cash requirements. Our primary sources of liquidity are cash generated from operations, any future financing arrangements, and equity issuances, if necessary. Our principal uses of liquidity will be to fund our operating expenditures and capital expenditures, including major projects, upgrades and replacements to drilling equipment and to service our outstanding indebtedness. At September 30, 2015 , we had purchase commitments of $600 million currently due in 2016 on the construction of three high-specification jackup rigs related to the Prospector Acquisition, as defined in Note 4, “ Acquisition ”, the Prospector 6, Prospector 7 and Prospector 8, or collectively the “ Three High-Spec Jackups Under Construction”. Each of these rigs is being built pursuant to a contract between a subsidiary of Prospector Offshore Drilling S.A. ( “ Prospector ” ) and the shipyard, without a Paragon parent company guarantee or other direct recourse to any other subsidiary of Paragon other than the applicable subsidiary. In the event we are unable to extend delivery of any of the Three High-Spec Jackups Under Construction, we will lose ownership of the applicable rig, at which time, the associated costs (primarily representing down-payments on these rigs) will be forfeited. Prospector 8 is scheduled to be delivered in the first quarter of 2016. In July 2015, we agreed with the company contracted to construct these rigs, Shanghai Waigaoqiao Ship Co. Ltd. in China (“SWS”), to an extension of the delivery of the Prospector 6 to the second quarter of 2016. Subsequently in October 2015, we agreed with SWS to an extension of the delivery of the Prospector 7 to the fourth quarter of 2016. During the three months ended September 30, 2015, we recorded a full impairment of $43 million of all the capitalized costs associated with the Three High-Spec Jackups Under Construction in connection with our annual long-lived asset impairment evaluation described in Note 5, “Property and Equipment and Other Assets ”. In July 2015, we completed a sale-leaseback transaction for two of our jackup units, the Prospector 1 and the Prospector 5 (the “ Sale-Leaseback Transaction ” ). We received net proceeds of $292 million , including amounts used to fund certain required reserve accounts, and have accounted for the transaction as a capital lease. As of September 30, 2015 and pursuant to the terms of the Sale-Leaseback Transaction, we are required to make an aggregate amount of remaining rental payments of approximately $360 million over the course of the five -year lease terms for these two rigs (see Note 9, “ Debt ”). On September 3, 2015, we drew down substantially all of the available borrowing capacity under our senior secured revolving credit agreement (the “Revolving Credit Facility”). At September 30, 2015 , we had $733 million of cash on hand and $3 million of committed financing available under our Revolving Credit Facility, which will mature in 2019. Our Revolving Credit Facility, Term Loan Facility and Senior Notes (each as described and defined in Note 9, “ Debt ” and collectively referred to herein as the “Debt Facilities”) are subject to financial and non-financial covenants. As of September 30, 2015 , we were in compliance with the covenants under our Revolving Credit Facility by maintaining a net leverage ratio of 3.07 and an interest coverage ratio of 5.91 . Prospector has been designated as an unrestricted subsidiary under our Debt Facilities, and as a result, the assets, liabilities, and financial results of Prospector are excluded from the financial covenants applicable to Paragon and its other subsidiaries under our Debt Facilities. While we currently satisfy our covenants, we have continued to experience a decline in demand for our services resulting in some of our rigs becoming idle or stacked much earlier than previously estimated. In September 2015, we received a notification from our customer, Petróleo Brasileiro S.A. (“Petrobras”), regarding their intent to terminate the contract of the Paragon DPDS2 effective September 2015. In addition, Petrobras notified their intent to terminate the contract of the Paragon DPDS3, effective August 2016. We continue to discuss the matter with Petrobras and will vigorously pursue all legal remedies available to us under these contracts. In addition, we have experienced continued reductions in overall global market dayrates. As a consequence of these events, our cash flows have been adversely impacted and we anticipate that we will fall out of compliance with our Revolving Credit Facility leverage ratio covenant over the next twelve -month period. We have engaged financial and legal advisors to assist us in evaluating potential strategic alternatives related to our capital structure. However, there is no assurance that viable alternatives or a waiver from our lenders will be available to us. Any corrective measures that we do implement may prove inadequate and, even if effective, could have negative long-term consequences to our business. If we are unable to comply with the financial covenants in our Revolving Credit Facility, it would result in a default under the Revolving Credit Facility, and in the absence of a waiver, could cause an acceleration of repayment of all of our outstanding obligations under our Debt Facilities. Our ability to continue to fund our operations will be affected by several factors which are out of our control, including general economic, future contract amendments with our customers, competitive and other factors. To the extent current depressed market conditions continue for a prolonged period or worsen, funding our operations will become more challenging. If our future cash flows from operations and other capital resources are insufficient to fund our liquidity needs, we may be forced to reduce or delay our capital and operational expenditures, sell assets, obtain additional debt or equity financing, or refinance all or a portion of our debt. In light of a potential covenant breach under our Revolving Credit Facility and continuing adverse market developments, there is substantial doubt regarding our ability to continue as a going concern within the subsequent twelve -month period. For additional discussion of the risks associated with our indebtedness and current liquidity issues, see the discussion under “ Risk Factors ” in Item 1A of this Form 10-Q. |
Unaudited Interim Information
Unaudited Interim Information | 9 Months Ended |
Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED INTERIM INFORMATION | UNAUDITED INTERIM INFORMATION Included in this Quarterly Report on Form 10-Q of Paragon Offshore plc are the consolidated and combined interim financial statements and notes of Paragon Offshore plc and its subsidiaries. The consolidated and combined financial statements and notes are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. While the year-end balance sheet data was derived from audited financial statements, this interim report does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual periods and should be read in conjunction with the Annual Report on Form 10-K of Paragon Offshore plc for the year ended December 31, 2014. In management’s opinion, the accompanying interim consolidated and combined financial statements contain all adjustments necessary for a fair statement and are of a normal recurring nature. The interim financial results may not be indicative of the results to be expected for the full year. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, which amends Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. Based on ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, subsequently issued in August 2015, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Entities reporting under U.S. GAAP are not permitted to adopt this standard earlier than the original effective date for public entities. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, Compensation–Stock Compensation . The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effective for annual periods, and interim periods within those annual periods beginning after December 15, 2015. The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern . This ASU codifies management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related note disclosures. The guidance is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter, and early adoption is permitted. The Company has elected early adoption of this guidance and has included the related disclosures in the interim consolidated and combined financial statements for the quarter ended September 30, 2015 . In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items . This ASU simplifies income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We will adopt this ASU retrospectively on January 1, 2016, which will result in a reduction of both our long-term assets and long-term debt balances on our Consolidated Balance Sheets. We had total debt issuance costs related to our Debt Facilities of $27 million and $31 million included in “Other assets” on our Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 , respectively. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Our unaudited consolidated and combined financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. Actual results could differ from those estimates. The significant accounting policies and estimates below update and supplement those described in our Annual Report on Form 10-K for the year ended December 31, 2014 . Allowance for Doubtful Accounts We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. Our allowance for doubtful accounts was $27 million and $1 million at September 30, 2015 and December 31, 2014 , respectively. Bad debt expense of $12 million and $27 million was recorded for the three and nine months ended September 30, 2015 . No bad debt expense was recorded for the three and nine months ended September 30, 2014 . Bad debt expense is reported as a component of “Contract drilling services operating costs and expense” in our Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2015 . Goodwill Impairment Assessment Goodwill represents, at the time of an acquisition, the excess of purchase price over fair value of net assets acquired. We assess our goodwill for impairment on an annual basis on September 30 of each year or on an interim basis if events or changes in circumstances indicate that the carrying value may not be recoverable. In accordance with ASC 350, Intangibles-Goodwill and Other , we can opt to perform a qualitative assessment to test goodwill for impairment or we can directly perform a two-step impairment test. Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the two-step impairment test will be performed. In the absence of sufficient qualitative factors, goodwill impairment is determined using a two-step process: • Step one — Identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value exceeds book value, the goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, proceed to step two. • Step two — Compare the implied fair value of the reporting unit’s goodwill to the book value of the reporting unit’s goodwill. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. If the book value of goodwill exceeds the implied fair value, an impairment charge is recognized for the excess. For discussion related to our goodwill impairment assessment performed at September 30, 2015 , refer to Note 5, “Property and Equipment and Other Assets”. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITION Prospector Offshore Drilling S. A. On November 17, 2014, Paragon initiated the acquisition of the outstanding shares of Prospector, an offshore drilling company organized in Luxembourg and traded on the Oslo Axess, from certain shareholders and in open market purchases (the “Prospector Acquisition”). As of December 31, 2014, we owned approximately 93.4 million shares, or 98.7% , of the outstanding shares of Prospector. In addition, we assumed aggregate debt of $367 million , which comprised the 2019 Second Lien Callable Bond of $100 million (“Prospector Bonds”) and the 2018 Senior Secured Credit Facility of $270 million (“Prospector Senior Credit Facility”) which at the time of acquisition had $266 million in borrowings outstanding. On January 22, 2015, we settled a mandatory tender offer for additional outstanding shares, increasing our ownership to approximately 99.6% of the outstanding shares of Prospector. On February 23, 2015 , we acquired all remaining issued and outstanding shares in Prospector pursuant to the laws of Luxembourg. We spent approximately $202 million in aggregate to acquire 100% of Prospector and funded the purchase of the shares of Prospector using proceeds from our revolving credit facility and cash on hand. Prospector’s results of operations were included in our results effective November 17, 2014. During the first quarter of 2015, we repurchased $100 million par value of the Prospector Bonds at a price of 101% of par, plus accrued interest, pursuant to change of control provisions of the bonds. On March 16, 2015, we repaid the principal balance outstanding under the Prospector Senior Credit Facility, which totaled approximately $261 million , including accrued interest, through the use of cash on hand and borrowings under our senior secured revolving credit facility. The Prospector Acquisition expanded and enhanced our global fleet by adding two high specification jackups (the Prospector 1 and Prospector 5 ) contracted to Total E&P U.K. Limited and Elf Exploration U.K. Limited (collectively, “Total S.A.”) for use in the United Kingdom sector of the North Sea. Three subsidiaries of Prospector contracted SWS in China to build the Three High-Spec Jackups Under Construction, which are currently scheduled for delivery in the first quarter of 2016, second quarter of 2016 and fourth quarter of 2016, respectively. Unaudited Pro Forma Financial Results Our Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2014 do not include earnings from the Prospector Acquisition, which closed on November 17, 2014. The following table presents selected unaudited pro forma financial information, which includes our reported consolidated results of operations, for the three and nine months ended September 30, 2014 , as if the Prospector Acquisition had occurred on January 1, 2014. The pro forma results below are based on Prospector’s historical financial data and reflects certain estimates and assumptions made by our management. Our unaudited pro forma financial information was prepared for comparative purposes only and is not necessarily indicative of what our consolidated financial results would have been had we actually acquired Prospector on January 1, 2014 or the results of future operations. Three Months Ended Nine Months Ended (In thousands, except per share amounts) September 30, 2014 Total operating revenues $ 515,741 $ 1,520,703 Net loss (875,606 ) (697,341 ) Loss per share (basic and diluted) $ (10.33 ) $ (8.23 ) Revenues and operating expenses related to the Prospector rigs from the closing date of November 17, 2014 through December 31, 2014 totaled $8 million and $8 million , respectively. Revenues for the three and nine months ended September 30, 2015 , which are included in our Consolidated and Combined Statements of Operations, were $38 million and $105 million respectively. Operating expenses for these rigs totaled $73 million and $118 million , respectively for the three and nine months ended September 30, 2015 , which included depreciation expense of $4 million and $14 million , respectively, and impairment charges of $43 million and $43 million , respectively related to capitalized costs on the Three High-Spec Jackups Under Construction. |
Property and Equipment and Othe
Property and Equipment and Other Assets | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT AND OTHER ASSETS | PROPERTY AND EQUIPMENT AND OTHER ASSETS Our capital expenditures, including capitalized interest, totaled $44 million and $157 million for the three and nine months ended September 30, 2015 , respectively, as compared to $72 million and $182 million for the three and nine months ended September 30, 2014 . Interest incurred related to property under construction, including major overhaul, improvement and asset replacement projects, is capitalized as a component of construction costs. Interest capitalized in our Predecessor’s results for the period prior to Spin-Off relates to Noble’s revolving credit facilities and commercial paper program, while interest capitalized in Paragon’s results relates to our Senior Notes, Term Loan Facility, and Revolving Credit Facility (each as described and defined in Note 9, “Debt” ). No interest was capitalized during the three months ended September 30, 2015 and $0.1 million was capitalized for the nine months ended September 30, 2015 , as compared to $0.2 million and $2.6 million for the three and nine months ended September 30, 2014 , respectively. Loss on Impairment of Assets We assess the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable (such as, but not limited to, cold stacking a rig, the expectation of cold stacking a rig in the near term, a decision to retire or scrap a rig, or excess spending over budget on a newbuild, construction project or major rig upgrade). In addition, we complete an impairment analysis on all of our rigs at least on an annual basis. An impairment loss on our property and equipment exists when the estimated fair value, which is based on estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition, is less than its carrying amount. Estimates of undiscounted future cash flows typically include (i) discrete financial forecasts, which rely on management’s estimates of revenue and operating expenses, (ii) long-term growth rates, and (iii) estimates of useful lives of the assets. Such estimates of future undiscounted cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. During the three months ended September 30, 2015 , we identified indicators of impairment, including the downward movement of crude oil prices, the release of the Paragon DPDS2 , the increased probability of lower activity in Brazil and Mexico and the resultant projected declines in dayrates and utilization. As a result of these indicators, we concluded that a triggering event existed, which required us to perform an impairment assessment of our fleet of drilling rigs. We determined the fair value of our fleet using a market approach (for scrap rigs) and an income approach (for operating rigs) utilizing a weighted average cost of capital of approximately 15% and significant unobservable inputs, representative of a Level 3 fair value measurement, including the following assumptions and estimates: • dayrate revenues by rig; • utilization rate by rig if active, warm stacked or cold stacked (expressed as the actual percentage of time per year that the rig would be used at certain dayrates); • revenue escalation rates and factors; • operating costs and related days and downtime percentages for each rig if active, warm stacked or cold stacked; • estimated annual capital expenditures and costs for rig replacements and/or enhancement programs; • estimated maintenance, inspection or other costs associated with a rig returning to work; • remaining useful life and salvage value for each rig; and • estimated proceeds that may be received on disposition of a rig. The underlying assumptions and assigned probabilities of occurrence for utilization and dayrate scenarios were developed using a methodology that examines historical data for each rig, which considers the rig’s age, rated water depth and other attributes and then assesses its future marketability in light of the current and projected market environment at the time of assessment. Other assumptions, such as operating, maintenance and inspection costs, are estimated using historical data adjusted for known developments and future events that are anticipated by management at the time of the assessment. Management’s assumptions are necessarily subjective and are an inherent part of our asset impairment evaluation, and the use of different assumptions could produce results that differ from those reported. Management’s assumptions involve uncertainties about future demand for our services, dayrates, expenses and other future events, and management’s expectations may not be indicative of future outcomes. Significant unanticipated changes to these assumptions could materially alter our analysis in testing an asset for potential impairment. For example, changes in market conditions that exist at the measurement date or that are projected by management could affect our key assumptions. Other events or circumstances that could affect our assumptions may include, but are not limited to, a further sustained decline in oil and gas prices, cancellations of our drilling contracts or contracts of our competitors, contract modifications, costs to comply with new governmental regulations, growth in the global oversupply of oil and geopolitical events, such as lifting sanctions on oil-producing nations. Should actual market conditions in the future vary significantly from market conditions used in our projections, our assessment of impairment would likely be different. We compared the carrying value of each rig to its relative recoverable value determined using undiscounted cash flow projections for each rig. For each rig with a carrying value in excess of its undiscounted cash flows, we computed its impairment based on the difference between the carrying value and fair value of the rig. Based on this analysis, we determined that five floaters, sixteen jackups and the deposits related to the Three High-Spec Jackups Under Construction were impaired. In aggregate, we recognized non-cash impairment losses of approximately $1.1 billion during the three and nine months ended September 30, 2015 , which is included in “Loss on impairments” in our Consolidated and Combined Statements of Operations. During the three months ended September 30, 2014 , we also identified triggering events, which required us to perform an impairment assessment of our fleet of drilling rigs, especially our floaters in Brazil. Based on that analysis, we recognized an impairment loss of $929 million on our three drillships in Brazil and our one cold-stacked floating production storage and offloading unit in the U.S. Gulf of Mexico for the three and nine months ended September 30, 2014 . Goodwill Impairment Goodwill related to the Company’s previous acquisitions is included in “Other assets” on the accompanying Consolidated Balance Sheet as of December 31, 2014. For purposes of evaluating goodwill, we have a single reporting unit, which represents our Contract Drilling Services provided by our fleet of mobile offshore drilling units. Given the events impacting the Company during the current period, including the decrease in contractual activities, a sustained decline in the Company’s market capitalization and credit rating downgrades, the Company concluded that there were sufficient indicators to require a goodwill impairment analysis during the third quarter of 2015 in conjunction with our annual goodwill assessment. In accordance with the applicable accounting guidance, the Company performed a two-step impairment test. In the first step of the impairment test, we determined the Company had a negative carrying value resulting from our long-lived asset impairment (discussed above), therefore the second step was performed to measure the amount of impairment by comparing the implied fair value of our reporting unit’s goodwill (estimated using the income approach performed for the fixed assets impairment assessment) to the carrying amount of that goodwill. Based on this analysis, the Company determined goodwill was impaired and recognized a non-cash impairment charge of approximately $37 million for the three and nine months ended September 30, 2015 , which is included in “Loss on impairments” in our Consolidated and Combined Statements of Operations. At September 30, 2015, the Company had no goodwill. We had no goodwill impairment during the three and nine months ended September 30, 2014 . Disposal of Assets In January 2015, we completed the sale of the Paragon M822 for $24 million to an unrelated third party. In connection with the sale, we recorded a pre-tax gain of approximately $17 million . |
Deferred Revenue and Costs
Deferred Revenue and Costs | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue and Costs Disclosure [Abstract] | |
DEFERRED REVENUES AND COSTS | DEFERRED REVENUES AND COSTS It is typical in our dayrate drilling contracts for us to receive compensation and be reimbursed for costs we incur for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities. Deferred revenues from drilling contracts totaled $14 million at September 30, 2015 as compared to $9 million at December 31, 2014 . Such amounts are included in either “Other current liabilities” or “Other liabilities” in our Consolidated Balance Sheets, based upon the expected time of recognition of such deferred revenues. Deferred costs associated with deferred revenues from drilling contracts totaled $8 million at September 30, 2015 as compared to $2 million at December 31, 2014 . Such amounts are included in either “Prepaid and other current assets” or “Other assets” in our Consolidated Balance Sheets, based upon the expected time of recognition of such deferred costs. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Predecessor Plan For all periods prior to the Spin-Off, our Predecessor was managed in the normal course of business by Noble and its subsidiaries. Noble provides a stock-based compensation plan to its employees that is granted and settled in stock of Noble. Prior to the Spin-Off and to the extent that Company employees participated in this plan, the results of our Predecessor were allocated a portion of the associated expenses (see Note 18, “Related Parties (Including Relationship with Parent and Corporate Allocations)” for total costs allocated to us by Noble). Paragon employees’ participation in Noble’s 1991 Stock Option and Restricted Stock Plan (“Noble 1991 Plan”) was terminated at the time of the Distribution. All Noble time-vested restricted stock units (“TVRSU’s”) held by our employees under the Noble 1991 Plan were canceled at the Distribution, and we granted Paragon TVRSU’s that were intended to be of equivalent value and remaining duration with regard to these canceled awards. With respect to outstanding Noble performance-vested restricted stock units (“PVRSU’s”) held by our employees under the Noble 1991 Plan, a portion of such PVRSU’s continues to be held by those employees and a portion has been canceled. With regard to the canceled portion of Noble PVRSU’s at the time of the Distribution, we either granted the affected employee Paragon PVRSU’s that were intended to be of equivalent value and duration at the time of grant to the canceled portion of the Noble award, or provided the employee compensation of equivalent value to the benefit the employee would have received had the canceled portion of the Noble awards remained in effect. Paragon Plans In conjunction with the Spin-Off, we adopted new equity incentive plans for our employees and directors, the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (the “Employee Plan”) and the Paragon Offshore plc 2014 Director Omnibus Plan (the “Director Plan”). Replacement awards of Paragon TVRSU’s and PVRSU’s granted in connection with the Spin-Off, as well as new share-settled and cash-settled awards, have been granted under the Employee Plan and the Director Plan. Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of September 30, 2015 are as follows (excluding the impact of cash-settled awards): (In shares) Employee Plan Director Plan Shares available for future awards or grants 4,344,240 434,048 Outstanding unvested restricted stock units 6,162,714 606,935 We have awarded both TVRSU’s and PVRSU’s under our Employee Plan and TVRSU’s under our Director Plan. The TVRSU’s under our Employee Plan generally vest over a three -year period. The number of PVRSU’s which vest will depend on the degree of achievement of specified corporate accounting-based and market-based performance criteria over the service period. Under the Employee Plan we have also awarded TVRSU’s that may be settled only in cash (“CS-TVRSU’s”) and are accounted for as liability-based awards. The CS-TVRSU’s vest over a three -year period. TVRSU’s under our Employee Plan are valued on the date of award at our underlying share price. The total compensation for units that ultimately vest is recognized using a straight-line method over the service period. The shares and related nominal value are recorded when the restricted stock unit vests and additional paid-in capital is adjusted as the share-based compensation cost is recognized for financial reporting purposes. TVRSU’s under our Director Plan were modified in the second quarter of 2015 resulting in accounting treatment as liability instruments. While the restricted stock units granted under our Director Plan will ultimately vest in shares, these TVRSU’s are recorded as a liability and are valued at the end of each reporting period at our underlying share price. Our CS-TVRSU’s are also recorded as a liability and are valued at the end of each reporting period at our underlying share price. They are measured on each balance sheet date and total compensation for units that ultimately vest is recognized over the service period. We have awarded both accounting-based and market-based PVRSU’s under our Employee Plan. Our accounting-based PVRSU’s are valued on the date of award at our underlying share price. Total compensation cost recognized for the accounting-based PVRSU’s depends on a performance measure, return on capital employed (“ROCE”), over specified performance periods. Estimated compensation cost is determined based on numerous assumptions, including an estimate of the likelihood that our ROCE will achieve the targeted thresholds and forfeiture of the PVRSU’s based on annualized ROCE performance over the terms of the awards. Our market-based PVRSU’s are valued on the date of the grant based on an estimated fair value. These PVRSU’s are based on the Company’s achievement of a market-based objective, total shareholder return (“TSR”), relative to a peer group of companies as defined in the award agreement. Estimated fair value is determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance will achieve the targeted thresholds and the expected forfeiture rate. The fair value is calculated using a Monte Carlo Simulation Model. The assumptions used to value these PVRSU’s include risk-free interest rates and historical volatility of the trading price of the Company’s common shares over a time period commensurate with the remaining term prior to vesting, as follows: Valuation assumptions: 2015 Expected volatility 34.0 % Risk-free interest rate 1.07 % Similar valuation assumptions were made for each of the companies included in the defined peer group of companies in order to simulate the future outcomes using the Monte Carlo Simulation Model. A summary of restricted stock activity for the nine months ended September 30, 2015 is as follows: TVRSU’s Outstanding (1) Weighted Average Grant-Date Fair Value CS-TVRSU’s Outstanding Share Price (2) PVRSU’s Outstanding (3) Weighted Average Grant-Date Fair Value Outstanding at December 31, 2014 3,753,766 $ 10.54 — 261,746 $ 11.00 Awarded 4,117,919 2.49 3,408,844 587,738 2.78 Vested (1,627,403 ) 9.40 — — — Forfeited (324,117 ) 7.13 (402,791 ) — — Outstanding at September 30, 2015 5,920,165 $ 5.44 3,006,053 $ 0.24 849,484 $ 5.31 (1) This column includes 606,935 shares outstanding at September 30, 2015 that were granted under our Director Plan and are recorded as a liability valued at the end of each reporting period at our underlying share price recognized over the service period. (2) The share price represents the closing price of our shares on September 30, 2015 at which both our CS-TVRSU’s and TVRSU’s granted under our Director Plan are measured. (3) The number of PVRSU’s shown equals the units that would vest if the “maximum” level of performance is achieved. The minimum number of units is zero and the “target” level of performance is 50% of the amounts shown. Share and liability-based award amortization recognized during the three and nine months ended September 30, 2015 totaled $3 million and $13 million , respectively. At September 30, 2015 , we had $21 million of total unrecognized compensation cost related to our TVRSU’s, which is expected to be recognized over a remaining weighted-average period of 1.9 years. At September 30, 2015 , we had $0.6 million of total unrecognized compensation cost related to our CS-TVRSU’s, which is expected to be recognized over a remaining weighted-average period of 2.4 years . At September 30, 2015 , we had $2.5 million of total unrecognized compensation cost related to our PVRSU’s, which is expected to be recognized over a remaining weighted-average period of 1.9 years. The total potential compensation for our PVRSU’s is recognized over the service period regardless of whether the performance thresholds are ultimately achieved. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Our outstanding share-based payment awards currently consist solely of restricted stock units. These unvested restricted stock units, which contain non-forfeitable rights to dividends, are deemed to be participating securities and are included in the computation of earnings per share pursuant to the “two-class” method. The “two-class” method allocates undistributed earnings between ordinary shares and participating securities; however, in a period of net loss, losses are not allocated to participating securities. On August 1, 2014, approximately 85 million of our ordinary shares were distributed to Noble’s shareholders in conjunction with the Spin-Off. Weighted average shares outstanding, basic and diluted, has been computed based on the weighted average number of ordinary shares outstanding during the applicable period. Restricted stock units do not represent ordinary shares outstanding until they are vested and converted into ordinary shares. The diluted earnings per share calculation under the two class method is the same as our basic earnings per share calculation as we currently have no stock options or other potentially dilutive securities outstanding. The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Allocation of loss - basic and diluted Net loss attributable to Paragon $ (1,084,838 ) $ (869,160 ) $ (976,380 ) $ (649,549 ) Earnings allocated to unvested share-based payment awards — — — — Net loss attributable to ordinary shareholders - basic and diluted $ (1,084,838 ) $ (869,160 ) $ (976,380 ) $ (649,549 ) Weighted average shares outstanding Basic and diluted 87,077 84,753 85,703 84,753 Weighted average unvested share-based payment awards 6,947 2,973 6,023 1,002 Loss per share Basic and diluted $ (12.46 ) $ (10.26 ) $ (11.39 ) $ (7.66 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of long-term debt at September 30, 2015 and December 31, 2014 is as follows: September 30, December 31, (In thousands) 2015 2014 Revolving Credit Facility $ 697,000 $ 154,000 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount 640,830 645,357 Senior Notes due 2022, bearing fixed interest at 6.75% per annum 456,572 457,572 Senior Notes due 2024, bearing fixed interest at 7.25% per annum 527,010 537,010 Sale-Leaseback Transaction 289,013 — Prospector 2019 Second Lien Callable Bond — 101,000 Prospector 2018 Senior Secured Credit Facility — 265,666 Total debt 2,610,425 2,160,605 Less: Current maturities of long-term debt (40,990 ) (272,166 ) Long-term debt $ 2,569,435 $ 1,888,439 Revolving Credit Facility, Term Loan Facility and Senior Notes On June 17, 2014, we entered into the Revolving Credit Facility with lenders that provided commitments in the amount of $800 million . The Revolving Credit Facility, which is secured by substantially all of our rigs, has a term of five years and matures in July 2019. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) an adjusted London Interbank Offered Rate ( “ LIBOR ” ), plus an applicable margin ranging between 1.50% to 2.50% , depending on our leverage ratio, or (ii) a base rate plus an applicable margin ranging between 1.50% to 2.50% . Under the Revolving Credit Facility, we may also obtain letters of credit, the issuance of which would reduce a corresponding amount available for borrowing. As of September 30, 2015 , we had $697 million in borrowings outstanding at a weighted-average interest rate of 2.53% , and an aggregate amount of $100 million of letters of credit issued under the Revolving Credit Facility. On July 18, 2014, we issued $1.08 billion of senior notes (the “Senior Notes”) and also borrowed $650 million under a term loan facility (the “Term Loan Facility”). The Term Loan Facility is secured by substantially all of our rigs. The proceeds from the Term Loan Facility and the Senior Notes were used to repay $1.7 billion of intercompany indebtedness to Noble incurred as partial consideration for the Separation. The Senior Notes consisted of $500 million of 6.75% senior notes and $580 million of 7.25% senior notes, which mature on July 15, 2022 and August 15, 2024 , respectively. The Senior Notes were issued without an original issue discount. Interest on the 6.75% senior notes is payable semi-annually, in January and July, and interest on the 7.25% senior notes is payable semi-annually, in February and August. Borrowings under the Term Loan Facility bear interest at an adjusted LIBOR rate plus 2.75% , subject to a minimum LIBOR rate of 1% or a base rate plus 1.75% , at our option. We are required to make quarterly principal and interest payments of $1.6 million plus interest and may prepay all or a portion of the Term Loan Facility at any time. The Term Loan Facility matures in July 2021. The loans under the Term Loan Facility were issued with 0.5% original issue discount. In connection with the issuance of the aforementioned Debt Facilities, we incurred $35 million of issuance costs, in aggregate, which is being amortized over the respective term of each Debt Facility. We had total debt issuance costs related to these Debt Facilities of $27 million and $31 million included in “Other assets” on our Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 , respectively. The agreements related to our Debt Facilities contain covenants that place restrictions on certain merger and consolidation transactions; our ability to sell or transfer certain assets; payment of dividends; making distributions; redemption of stock; incurrence or guarantee of debt; issuance of loans; prepayment; redemption of certain debt; as well as incurrence or assumption of certain liens. The covenants and events of default under our Revolving Credit Facility, Senior Notes, and Term Loan Facility are substantially similar. In addition to these covenants, the Revolving Credit Facility includes an additional covenant requiring us to maintain a net leverage ratio (defined as total debt, net of cash and cash equivalents, divided by earnings excluding interest, taxes, depreciation and amortization charges) less than 4.00 to 1.00 and a covenant requiring us to maintain a minimum interest coverage ratio (defined as earnings excluding interest, taxes, depreciation and amortization charges divided by interest expense) greater than 3.00 to 1.00 . We must comply with these financial covenants at the end of each fiscal quarter based upon our financial results for the prior twelve month period. As of September 30, 2015 , we were in compliance with the covenants under our Revolving Credit Facility by maintaining a net leverage ratio of 3.07 and an interest coverage ratio of 5.91 . These calculations do not include the corresponding financial information of our subsidiaries, including Prospector, designated as unrestricted for purposes of our debt agreements. As a result, the assets, liabilities, and financial results of our unrestricted subsidiaries are excluded from the financial covenants applicable to Paragon and its other subsidiaries under these Debt Facilities. During the first quarter of 2015, we repurchased and canceled an aggregate principal amount of $11 million of our Senior Notes at an aggregate cost of $7 million , including accrued interest. The repurchases consisted of $1 million aggregate principal amount of our 6.75% senior notes due July 2022 and $10 million aggregate principal amount of our 7.25% senior notes due August 2024. As a result of the repurchases, we recognized a total gain on debt retirement, net of the write-off of issuance costs, of approximately $4 million in “Gain on repurchase of long-term debt.” All Senior Note repurchases were made using available cash balances. We had no debt repurchases during the second and third quarter of 2015. On September 3, 2015, we borrowed approximately $332 million under our Revolving Credit Facility. The proceeds from the borrowing were used to enhance the Company’s liquidity and financial flexibility. Sale-Leaseback Transaction On July 24, 2015, we executed a combined $300 million Sale-Leaseback Transaction with subsidiaries of SinoEnergy (collectively, the “Lessors”) for our two high specification jackup units, Prospector 1 and Prospector 5 (collectively, the “Rigs”). We sold the Rigs to the Lessors and immediately leased the Rigs from the Lessors for a period of five years pursuant to a lease agreement for each unit (collectively, the “Lease Agreements”). Net of fees and expenses and certain lease prepayments, we received net proceeds of approximately $292 million , including amounts used to fund certain required reserve accounts. The Prospector 1 and the Prospector 5 are each currently operating under drilling contracts with Total S.A. until mid-September 2016 and November 2017, respectively. Paragon will not consolidate the Lessors in its consolidated financial statements. While it has been determined that the Lessors are variable interest entities (“VIEs”), we are not the primary beneficiary of the VIEs for accounting purposes since we do not have the power to direct the operation of the VIEs and we do not have the obligation to absorb losses nor the right to receive benefits that could potentially be significant to the VIEs. We have accounted for the Sale-Leaseback Transaction as a capital lease. The following table sets forth our minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5 . (In millions) 2015 2016 2017 2018 2019 Thereafter Total Minimum annual rental payments $ 13 $ 51 $ 41 $ 33 $ 31 $ 191 $ 360 We made rental payments, including interest, of approximately $13 million during the three and nine months ended September 30, 2015 . Following the third and fourth anniversaries of the closing dates of the Lease Agreements, we have the option to repurchase each Rig for an amount as defined in the Lease Agreements. At the end of the lease term, we have an obligation to repurchase each Rig for a maximum amount of $88 million per Rig, less any pre-payments made by us during the term of the Lease Agreements. The Lease Agreements obligate us to make certain termination payments upon the occurrence of certain events of default, including payment defaults, breaches of representations and warranties, termination of the underlying drilling contract for each Rig, covenant defaults, cross-payment defaults, certain events of bankruptcy, material judgments and actual or asserted failure of any credit document to be in force and effect. The Lease Agreements contain certain representations, warranties, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback financing transactions. The Lease Agreements contain certain affirmative and negative covenants that, subject to exceptions, limit our ability to, among other things, incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell, transfer or otherwise dispose of certain assets, create or incur liens, enter into certain types of transactions with affiliates, consolidate, merge or sell all or substantially all of our assets, and enter into new lines of business. In addition, we will be required to maintain a cash reserve of $11.5 million for each Rig throughout the term of the Lease Agreements. During the term of the current drilling contract for each Rig, we will also be required to pay to the Lessors any excess cash amounts earned under such contract, after payment of bareboat charter fees and operating expenses for such Rig and maintenance of any mandatory reserve cash amounts (the “Excess Cash Amounts”), as prepayment for the remaining rental payments under the applicable Lease Agreement (the “Cash Sweep”). We had restricted cash balances of $27 million related to the Lease Agreements in “Other assets” on our Consolidated Balance Sheet as of September 30, 2015 . We had no related restricted cash balance in “Other assets” as of December 31, 2014 . Following the conclusion of the current drilling contract for each Rig, the Cash Sweep will be reduced, requiring us to make prepayments to the Lessors of up to 25% of the Excess Cash Amounts. Extinguished Obligations At the time of our acquisition of Prospector, Prospector had the following outstanding debt instruments: (i) the Prospector Bonds and (ii) the Prospector Senior Credit Facility. The Prospector Bonds were originally entered into by a subsidiary of Prospector on May 19, 2014 in the Oslo Alternative Bond Market. The Prospector Bonds had a fixed interest rate of 7.75% per annum, payable semi-annually on December 19 and June 19 each year and maturity of June 19, 2019. In January 2015, the bondholders put $99.6 million par value of their bonds back to us at the put price of 101% of par plus accrued interest pursuant to change of control provisions of the bonds. The remaining $0.4 million par value of the Prospector bonds outstanding was called and retired on March 26, 2015. We funded the repayment of the debt using borrowings from our Revolving Credit Facility and available cash. The Prospector Senior Credit Facility was originally entered into by a subsidiary of Prospector on June 12, 2014 with a group of lenders. The Prospector Senior Credit Facility comprised a $140 million Prospector 5 tranche and a $130 million Prospector 1 tranche, which were both fully drawn at the time of acquisition. The Prospector Senior Credit Facility had an interest rate of LIBOR plus a margin of 3.5% . Prospector was required to hedge at least 50% of the Prospector Senior Credit Facility against fluctuations in the interest rate. Under the swaps, Prospector paid a fixed interest rate of 1.512% and received the three-month LIBOR rate. On March 16, 2015, the remaining principal balance outstanding under the Prospector Senior Credit Facility in the amount of approximately $261 million , including accrued interest, was paid in full through the use of cash on hand and borrowings under our Revolving Credit Facility, and all associated interest rate swaps were terminated. The related requirement for a fully funded debt service reserve account, classified as restricted cash on our Consolidated Balance Sheet as of December 31, 2014, was also released as a result of the payment in full on the Prospector Senior Credit Facility. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The operations of our Predecessor have been included in certain income tax returns of Noble. The income tax provisions and related deferred tax assets and liabilities that have been reflected in our Predecessor’s historical combined financial statements have been computed as if our Predecessor were a separate taxpayer using the separate return method. As a result, actual tax transactions that would not have occurred had our Predecessor been a separate entity have been eliminated in the preparation of these unaudited consolidated and combined financial statements. Income taxes of our Predecessor include results of the operations of the standard specification drilling units. In instances where the operations of the standard specification drilling units of our Predecessor were included in the filing of a return with high specification units, an allocation of income taxes was made. The income tax benefit for the three and nine months ended September 30, 2015 was $55 million and $67 million , respectively. The provision for income taxes for the three and nine months ended September 30, 2014 was $51 million and $93 million , respectively. We operate through various subsidiaries in numerous countries throughout the world. Consequently, income taxes have been based on the laws and rates in effect in the countries in which operations are conducted, or in which we and our subsidiaries or our Predecessor and its subsidiaries were incorporated or otherwise considered to have a taxable presence. The change in the effective tax rate from period to period is primarily attributable to changes in the profitability mix of our operations in various jurisdictions. As our operations continually change among numerous jurisdictions, and methods of taxation in these jurisdictions vary greatly, there is little direct correlation between the income tax provision and income before taxes. Our estimated annual effective tax rate includes the effect of significant deferred tax benefits from the recognition of deferred tax assets attributable to current year projected losses in certain jurisdictions. Judgment and assumptions are required in determining whether deferred tax assets will be fully or partially utilized. Any change in the ability to utilize such deferred tax assets will be accounted for in the period of the event affecting the valuation allowance. Based on our judgment of circumstances as of the current quarter, we established a valuation allowance for certain deferred tax assets that no longer meet the “more likely than not” standard of realization. If subsequent changes in circumstances cause further changes in judgment about our ability to realize any deferred tax assets, it could have a material adverse effect on our estimated annual effective tax rate. We continually evaluate strategies that could allow for future utilization of our deferred tax assets. The United Kingdom (“U.K.”) recently passed new legislation effective from April 1, 2015, which levies a 25% tax on profits deemed to have been “diverted” from U.K. taxpayers to low tax jurisdictions. Although we do not believe that we are affected by the law at this time, uncertainty exists with respect to the legislation’s impact to our operations. Should this legislation be applicable to our operations in the U.K., our financial position, results of operations and cash flows could be materially affected. In addition, a tax law was enacted in Brazil, effective January 1, 2015, that under certain circumstances would impose a 15% to 25% withholding tax on charter hire payments made to a non-Brazilian related party exceeding certain thresholds of total contract value. Although we believe that our operations are not subject to this new law, the tax is being withheld at the source by our customer and we have recorded the amount withheld as tax expense. Discussions with our customer over the applicability of this new legislation are ongoing. At September 30, 2015 , the liabilities related to our unrecognized tax benefits, including estimated accrued interest and penalties, totaled $18 million , and if recognized, would reduce our income tax provision by $18 million . At December 31, 2014 , the liabilities related to our unrecognized tax benefits totaled $40 million . The decrease in unrecognized tax benefits is primarily attributable to the liability settlement of 2008-2011 for our U.K. operations upon receipt of the formal closure notices dated June 4, 2014 from HM Revenue & Customs. It is reasonably possible that our existing liabilities related to our unrecognized tax benefits may increase or decrease in the next twelve months primarily due to the progression of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS During the periods prior to Spin-Off, most of our employees were eligible to participate in various Noble benefit programs. The results of our Predecessor in these unaudited consolidated and combined financial statements include an allocation of the costs of such employee benefit plans, which is consistent with the accounting for multi-employer plans. These costs were allocated based on our employee population for each of the periods presented. We consider the expense allocation methodology and results to be reasonable for all periods presented; however, the allocated costs included in the results of our Predecessor and included in these unaudited consolidated and combined financial statements could differ from amounts that would have been incurred by us if we operated on a standalone basis and are not necessarily indicative of costs to be incurred in the future. We have instituted competitive compensation policies and programs, as well as carried over certain plans as a standalone public company, the expense for which may differ from the compensation expense allocated by Noble in our Predecessor’s historical combined financial statements. Defined Benefit Plans At Spin-Off, Noble sponsored two non-U.S. noncontributory defined benefit pension plans (the “Plans”), which were carried over by us and cover certain Europe-based salaried, non-union employees. For the three and nine months ended September 30, 2015 , pension benefit expense related to the Plans that are based on actuary estimates are presented in the table below. For the three and nine months ended September 30, 2014 , pension benefit expense for the Plans that were primarily based on costs allocated from our Predecessor were approximately $0.8 million and $4.5 million , respectively. Pension cost includes the following components for the following periods: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2015 2015 Service cost $ 1,361 $ 4,097 Interest cost 493 1,484 Expected return on plan assets (449 ) (1,352 ) Amortization of prior service cost (5 ) (15 ) Amortization of net actuarial loss 195 579 Net pension expense $ 1,595 $ 4,793 During the three and nine months ended September 30, 2015 , we contributed approximately $5 million to the Plans. Other Benefit Plans At Spin-Off, Noble sponsored a 401(k) defined contribution plan and a profit sharing plan, which covered our Predecessor’s employees who are not otherwise enrolled in the above defined benefit plans. Other post-retirement benefit expense related to these other benefit plans included in the accompanying Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2015 were $0.4 million and $0.6 million , respectively, as compared to $0.5 million and $2.5 million for the three and nine months ended September 30, 2014 , respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We have historically entered into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives. Cash Flow Hedges We have not entered into any hedging activity during 2015 . At September 30, 2015 , we had no outstanding derivative contracts. Depending on market conditions, we may elect to utilize short-term forward currency contracts in the future. Prospector Interest Rate Swaps The Prospector Senior Credit Facility exposed Prospector to short-term changes in market interest rates as interest obligations on these instruments were periodically redetermined based on the prevailing LIBOR rate. Upon our acquisition of Prospector, Prospector had interest rate swaps originally entered into by a subsidiary of Prospector with an aggregate maximum notional amount of $135 million . The interest rate swaps were entered into to reduce the variability of the cash interest payments under the Prospector Senior Credit Facility and to fix the interest on 50% of the outstanding borrowings under the Prospector Senior Credit Facility. Prospector received interest at three-month LIBOR and paid interest at a fixed rate of 1.512% over the expected term of the Prospector Senior Credit Facility. As of the first quarter of 2015, we had repaid in full the remaining principal balance outstanding under the Prospector Senior Credit Facility; therefore, in March 2015, the related interest rate swaps were terminated. The termination resulted in a settlement at fair market value plus accrued interest of approximately $1 million recorded in “Interest expense net of amount capitalized.” We did not apply hedge accounting with respect to these interest rate swaps and therefore, changes in fair values were recognized as either income or loss in our Consolidated and Combined Statements of Operations in “Interest expense, net of amount capitalized.” As of December 31, 2014 , we had approximately $2 million recorded in “Other current liabilities” and approximately $1 million recorded in “Other long-term assets” related to the interest rate swaps (see Note 13, “Fair Value of Financial Instruments” ). Since these contracts were terminated prior to September 30, 2015, we had no amounts outstanding in our Consolidated Balance Sheets related to the interest rate swaps as of September 30, 2015 and for the nine months ended September 30, 2015, a gain of approximately $1 million resulting from the change in fair value of the interest rate swaps was recorded in “Interest expense, net of amount capitalized.” |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Consolidated Balance Sheets approximate fair value. Fair Value of Derivatives As of December 31, 2014 , the fair values of our interest rate swaps were determined based on a discounted cash flow model utilizing an appropriate market or risk-adjusted yield representative of Level 2 fair value measurements. The effects of discounting are immaterial for interest rate swaps. We recorded our interest rate swaps on our December 31, 2014 Consolidated Balance Sheet at fair value including $2 million in “Other current liabilities” and $1 million in “Other long-term assets.” We had no outstanding foreign currency forward contracts or interest rate swaps at September 30, 2015 . Fair Value of Debt The estimated fair values of our Senior Notes and Term Loan Facility were based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities representative of Level 2 fair value measurements. The fair value of our Prospector Bonds as of December 31, 2014 was based on the put price as per the change of control provisions in the agreement governing the Prospector Bonds. The following table presents the estimated fair value of our Senior Notes, Term Loan Facility and Prospector Bonds as of September 30, 2015 and December 31, 2014 , respectively: September 30, 2015 December 31, 2014 (In thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 6.75% Senior Notes due July 15, 2022 $ 456,572 $ 71,339 $ 457,572 $ 275,115 7.25% Senior Notes due August 15, 2024 527,010 79,052 537,010 319,521 Total senior unsecured notes $ 983,582 $ 150,391 $ 994,582 $ 594,636 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount $ 640,830 $ 257,400 $ 645,357 $ 523,250 Prospector 2019 Second Lien Callable Bond $ — $ — $ 101,000 $ 101,000 The carrying amount of our variable-rate debt, the Revolving Credit Facility, approximates fair value as such debt bears short-term, market-based interest rates. We have classified this instrument as Level 2 as valuation inputs used for purposes of determining our fair value disclosure are readily available published LIBOR rates. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table sets forth the changes in the accumulated balances for each component of “ Accumulated other comprehensive loss ” ( “ AOCL ” ) for the nine months ended September 30, 2015 and 2014 . All amounts within the tables are shown net of tax. (In thousands) Gains / (Losses) on Cash Flow Hedges (1) Defined Benefit Pension Items (2) Foreign Currency Items Total Balance at December 31, 2013 — $ — $ (6 ) $ (6 ) Activity during period: AOCL recorded in connection with Spin-Off 4,027 (21,770 ) (12,706 ) (30,449 ) Other comprehensive loss before reclassification (3,073 ) — (1,827 ) (4,900 ) Amounts reclassified from AOCL (950 ) — — (950 ) Net other comprehensive income (loss) 4 (21,770 ) (14,533 ) (36,299 ) Balance at September 30, 2014 $ 4 $ (21,770 ) $ (14,539 ) $ (36,305 ) Balance at December 31, 2014 $ — $ (22,911 ) $ (14,233 ) $ (37,144 ) Activity during period: Other comprehensive loss before reclassification — — (6,818 ) (6,818 ) Amounts reclassified from AOCL — 570 — 570 Net other comprehensive income (loss) — 570 (6,818 ) (6,248 ) Balance at September 30, 2015 $ — $ (22,341 ) $ (21,051 ) $ (43,392 ) (1) Gains / (losses) on cash flow hedges are related to our foreign currency forward contracts. Reclassifications from AOCL were recognized through “Contract drilling services operating costs and expenses” on our Consolidated and Combined Statements of Operations for the nine months ended September 30, 2014. See Note 12, “Derivative Instruments and Hedging Activities ” for additional information. (2) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Consolidated and Combined Statements of Operations through either “Contract drilling services” or “General and administrative for the nine months ended September 30, 2015.” See Note 11, “Employee Benefit Plans” for additional information. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, the resolution of which, in the opinion of management, will not have a material adverse effect on our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims. Other Contingencies We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. As of September 30, 2015 , we have received tax audit claims of approximately $348 million , of which $79 million is subject to indemnity by Noble, primarily in Mexico and Brazil, attributable to our income, customs and other business taxes. In addition, as of September 30, 2015 , approximately $34 million of tax audit claims in Mexico assessed against Noble are subject to indemnity by us as a result of the Spin-Off. We have contested, or intend to contest, these assessments, including through litigation if necessary. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits, and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions. In some cases, we will be required to post cash deposit as collateral while we defend these claims. We could be required to post such collateral in the near future, and such amounts could be substantial and could have a material adverse effect on our liquidity, financial condition, results of operations and cash flows. We have no surety bonds or letters of credit associated with tax audit claims outstanding as of September 30, 2015 . Petrobras has notified us, along with other industry participants, that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during the years 2008 and 2009 totaling $70 million , of which $20 million is subject to indemnity by Noble. Petrobras has also notified us that if they must pay such withholding taxes, they will seek reimbursement from us. We believe that we are contractually indemnified by Petrobras for these amounts and dispute the validity of the assessment. We have notified Petrobras of our position. We will, if necessary, vigorously defend our rights. If we were required to pay such reimbursement, however, the amount of such reimbursement could be substantial and could have a material adverse effect on our financial condition, results of operations and cash flows. In January 2015, a subsidiary of Noble received an unfavorable ruling from the Mexican Supreme Court on a tax depreciation position claimed in periods prior to the Spin-Off. Although the ruling does not constitute mandatory jurisprudence in Mexico, it does create potential indemnification exposure for us under a tax sharing agreement with Noble if Noble is ultimately determined to be liable for any amounts. We are presently unable to determine a timeline on this matter, nor are we able to determine the extent of our liability. We have considered this matter under ASC 460, Guarantees , and concluded that our liability under this matter is reasonably possible. Due to these current uncertainties, we are not able to reasonably estimate the magnitude of any liability at this time. We have used a commercial agent in Brazil in connection with our Petrobras drilling contracts. We understand that this agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. This agent has pleaded guilty in Brazil in connection with the award of a drilling contract to a competitor, as part of a wider investigation of Petrobras’ business practices. We are not aware of any improper activity by Paragon or the agent in connection with contracts we have with Petrobras, and we have not been contacted by any authorities regarding such contracts. Insurance In connection with the Separation on July 31, 2014, we replaced our Predecessor’s insurance policies, which were supported by Noble, with substantially similar standalone insurance policies. We maintain certain insurance coverage against specified marine perils, which include physical damage and loss of hire for certain units. We maintain insurance in the geographic areas in which we operate, although pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet or named windstorm perils with respect to our rigs located in the U.S. Gulf of Mexico. Uninsured exposures may include expatriate activities prohibited by U.S. laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts or strikes. If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could materially adversely affect our financial position, results of operations or cash flows. Additionally, there can be no assurance that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks. Capital Expenditures In connection with our capital expenditure program, we have outstanding commitments, including shipyard and purchase commitments of approximately $641 million at September 30, 2015 . Our purchase commitments consist of obligations outstanding to external vendors primarily related to future capital purchases and includes $600 million in 2016 related to the Three High-Spec Jackups Under Construction. Other At September 30, 2015 , we had letters of credit of $106 million and performance bonds totaling $79 million supported by surety bonds outstanding and backed by $100 million in letters of credit. Certain of our subsidiaries issued guarantees to the temporary import status of rigs or equipment imported into certain countries in which we operated. These guarantees are issued in lieu of payment of custom, value added or similar taxes in those countries. Separation Agreements In connection with the Spin-Off, we entered into several definitive agreements with Noble or its subsidiaries that, among other things, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with Noble after the Spin-Off, including the following agreements: • Master Separation Agreement; • Tax Sharing Agreement; • Employee Matters Agreement; • Transition Services Agreement relating to services Noble and Paragon will provide to each other on an interim basis; and • Transition Services Agreement relating to Noble’s Brazil operations. Pursuant to these agreements with Noble, our Consolidated Balance Sheets include the following balances due from and to Noble as of September 30, 2015 and December 31, 2014 : September 30, December 31, (In thousands) 2015 2014 Accounts receivable $ 25,479 $ 15,716 Other current assets 14,970 26,386 Other assets 7,228 6,875 Due from Noble $ 47,677 $ 48,977 Accounts payable $ 332 $ 1,655 Other current liabilities 30,406 51,169 Other liabilities 3,268 23,563 Due to Noble $ 34,006 $ 76,387 These receivables and payables primarily relate to rights and obligations under the Master Separation, Tax Sharing Agreement and the Transition Services Agreement (Brazil). Master Separation Agreement We entered into a Master Separation Agreement with Noble Corporation, a Cayman Islands company and an indirect, wholly-owned subsidiary of Noble (“Noble-Cayman”), which provided for, among other things, the Distribution of our ordinary shares to Noble shareholders and the transfer to us of the assets and the assumption by us of the liabilities relating to our business and the responsibility of Noble for liabilities related to Noble’s, and in certain limited cases, our business. The Master Separation Agreement identified which assets and liabilities constitute our business and which assets and liabilities constitute Noble’s business. Tax Sharing Agreement We entered into a Tax Sharing Agreement with Noble, which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes following the Distribution. Employee Matters Agreement We entered into an Employee Matters Agreement with Noble-Cayman to allocate liabilities and responsibilities relating to our employees and their participation in certain compensation and benefit plans maintained by Noble or a subsidiary of Noble. The Employee Matters Agreement provides that, following the Distribution, most of our employee benefits are provided under compensation and benefit plans adopted or assumed by us. In general, our plans are substantially similar to the plans of Noble or its subsidiaries that covered our employees prior to the completion of the Distribution. The Employee Matters Agreement also addresses the treatment of outstanding Noble equity awards held by transferring employees, including the grant of our equity awards or other rights with respect to Noble equity awards held by transferring employees that were canceled in connection with the Spin-Off. Transition Services Agreement We entered into a Transition Services Agreement with Noble-Cayman pursuant to which Noble-Cayman provides, on a transitional basis, certain administrative and other assistance, generally consistent with the services that Noble provided to us before the Separation, and we provide certain transition services to Noble and its subsidiaries. The charges for the transition services are generally intended to allow the party providing the services to fully recover the costs directly associated with providing the services, plus all out-of-pocket costs and expenses, generally without profit. The charges for each of the transition services generally are based on either a pre-determined flat fee or an allocation of the costs incurred, including certain fees and expenses of third-party service providers. Transition Services Agreement (Brazil) We and Noble-Cayman and certain other subsidiaries of Noble entered into a Transition Services Agreement (and a related rig charter) pursuant to which we provide certain transition services to Noble and its subsidiaries in connection with Noble’s Brazil operations. We continue to provide both rig-based and shore-based support services in respect of Noble’s remaining business through the term of Noble’s existing rig contracts. Noble currently has one rig operating in Brazil. Noble-Cayman compensates us on a cost-plus basis for providing such services and also indemnifies us for liabilities arising out of the services agreement. This agreement will terminate when the current Noble semisubmersible working in Brazil finishes its existing contract, which is expected to occur in 2016. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Nine Months Ended September 30, (In thousands) 2015 2014 Accounts receivable $ 177,765 $ (106,776 ) Other current assets (1,711 ) 5,391 Other assets (11,687 ) 8,518 Accounts payable (25,003 ) 32,950 Other current liabilities (104,701 ) 39,880 Other liabilities (56,889 ) 4,606 Net change in other assets and liabilities $ (22,226 ) $ (15,431 ) We made income tax payments of approximately $66 million and $54 million during the nine months ended September 30, 2015 and 2014 , respectively. For the nine months ended September 30, 2015 , approximately $26 million was attributable to current period taxes, $30 million for prior period taxes settled in the current period, and $10 million for current period taxes which are refundable due to foreign tax credits. |
Segment and Related Information
Segment and Related Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT AND RELATED INFORMATION | SEGMENT AND RELATED INFORMATION At September 30, 2015 , our contract drilling operations were reported as a single reportable segment, Contract Drilling Services, which reflects how our business is managed, and the fact that all of our drilling fleet is dependent upon the worldwide oil industry. The mobile offshore drilling units that comprise our offshore rig fleet operated in a single, global market for contract drilling services and are often redeployed globally due to changing demands of our customers, which consisted largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our contract drilling services segment conducts contract drilling operations in Mexico, Brazil, the North Sea, West Africa, the Middle East, India, and Southeast Asia. |
Related Parties (Including Rela
Related Parties (Including Relationship with Parent and Corporate Allocations) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES (INCLUDING RELATIONSHIP WITH PARENT AND CORPORATE ALLOCATIONS) | RELATED PARTIES (INCLUDING RELATIONSHIP WITH PARENT AND CORPORATE ALLOCATIONS) For all periods prior to the Spin-Off, our Predecessor was managed in the normal course of business by Noble and its subsidiaries. Accordingly, certain shared costs have been allocated to our Predecessor and are reflected as expenses in these unaudited consolidated and combined financial statements for periods prior to Spin-Off. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these unaudited consolidated and combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. Allocated costs include, but are not limited to: corporate accounting, human resources, information technology, treasury, legal, employee benefits and incentives (excluding allocated post-retirement benefits described in “Note 11, Employee Benefit Plans,”) and stock-based compensation. Our Predecessor’s allocated costs included in contract drilling services in the accompanying Consolidated and Combined Statements of Operations totaled $1 million and $70 million for the three and nine months ended September 30, 2014 . Our Predecessor’s allocated costs included in general and administrative expenses in the accompanying Consolidated and Combined Statements of Operations totaled $1 million and $25 million for the three and nine months ended September 30, 2014 . The costs were allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. All financial information presented after the Spin-Off represents the results of operations, financial position and cash flows of Paragon, accordingly, no Predecessor allocated costs are included in the accompanying Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2015 . |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The unaudited consolidated and combined financial information for the three and nine months ended September 30, 2014 contained within this report includes periods prior to the Spin-Off on August 1, 2014. For these periods prior to the Spin-Off, the unaudited consolidated and combined financial statements and related discussion of financial condition and results of operations contained in this report includes historical results of the Noble Standard-Spec Business (our “Predecessor”), which comprised most of Noble’s standard specification drilling fleet and related operations. Our Predecessor’s historical combined financial statements include three standard specification drilling units that were retained by Noble and three standard specification drilling units that were sold by Noble prior to the Separation. We consolidate the historical combined financial results of our Predecessor in our consolidated and combined financial statements for all periods prior to the Spin-Off. All financial information presented after the Spin-Off represents the consolidated results of operations, financial position and cash flows of Paragon. Our Predecessor’s historical combined financial statements for the periods prior to the Spin-Off include assets and liabilities that are specifically identifiable or have been allocated to our Predecessor. Revenues and costs directly related to our Predecessor have been included in the accompanying unaudited consolidated and combined financial statements. Our Predecessor received service and support functions from Noble and the costs associated with these support functions have been allocated to our Predecessor using various inputs, such as head count, services rendered, and assets assigned to our Predecessor. Our management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to us for purposes of the carve-out financial statements; however, the expenses reflected in the results of our Predecessor and included in these consolidated and combined statements may not be indicative of the actual expenses that would have been incurred during the periods presented if our Predecessor had operated as a separate standalone entity and may not be indicative of expenses that will be incurred in the future by us. These allocated costs are primarily related to corporate administrative expenses including executive oversight, employee related costs including pensions and other benefits, and corporate and shared employees for the following functional groups: • information technology, • legal, accounting, finance and treasury services, • human resources, • marketing, and • other corporate and infrastructural services. Prior to the Spin-Off, our total equity represented the cumulative net parent investment by Noble, including any prior net income attributable to our Predecessor as part of Noble. At the Spin-Off, Noble contributed its entire net parent investment in our Predecessor. Concurrent with the Spin-Off and in accordance with the terms of our Separation from Noble, certain assets and liabilities were transferred between us and Noble, which have been recorded as part of the net capital contributed by Noble. During the first quarter of 2015, we recorded an out-of-period adjustment to the opening balance sheet of our Predecessor of approximately $9 million to reflect transfers of fixed assets resulting from the Spin-Off between us and our former parent, as well as revisions in estimates of liabilities associated with the Spin-Off. This adjustment did not affect our Consolidated and Combined Statements of Operations. As our Predecessor previously operated within Noble’s corporate cash management program for all periods prior to the Distribution, funding requirements and related transactions between our Predecessor and Noble have been summarized and reflected as changes in equity without regard to whether the funding represents a receivable, liability or equity. Based on the terms of our Separation from Noble, we ceased being a part of Noble’s corporate cash management program. |
New Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, which amends Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. Based on ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, subsequently issued in August 2015, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Entities reporting under U.S. GAAP are not permitted to adopt this standard earlier than the original effective date for public entities. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, Compensation–Stock Compensation . The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effective for annual periods, and interim periods within those annual periods beginning after December 15, 2015. The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern . This ASU codifies management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related note disclosures. The guidance is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter, and early adoption is permitted. The Company has elected early adoption of this guidance and has included the related disclosures in the interim consolidated and combined financial statements for the quarter ended September 30, 2015 . In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items . This ASU simplifies income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. We do not expect that our adoption will have a material impact on our financial statements or disclosures in our financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We will adopt this ASU retrospectively on January 1, 2016, which will result in a reduction of both our long-term assets and long-term debt balances on our Consolidated Balance Sheets. |
Allowance for Doubtful Accounts | We utilize the specific identification method for establishing and maintaining allowances for doubtful accounts. We review accounts receivable on a quarterly basis to determine the reasonableness of the allowance. |
Goodwill Impairment Assessment | Goodwill represents, at the time of an acquisition, the excess of purchase price over fair value of net assets acquired. We assess our goodwill for impairment on an annual basis on September 30 of each year or on an interim basis if events or changes in circumstances indicate that the carrying value may not be recoverable. In accordance with ASC 350, Intangibles-Goodwill and Other , we can opt to perform a qualitative assessment to test goodwill for impairment or we can directly perform a two-step impairment test. Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the two-step impairment test will be performed. In the absence of sufficient qualitative factors, goodwill impairment is determined using a two-step process: • Step one — Identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value exceeds book value, the goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, proceed to step two. • Step two — Compare the implied fair value of the reporting unit’s goodwill to the book value of the reporting unit’s goodwill. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. If the book value of goodwill exceeds the implied fair value, an impairment charge is recognized for the excess. |
Impairment of Assets | We assess the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable (such as, but not limited to, cold stacking a rig, the expectation of cold stacking a rig in the near term, a decision to retire or scrap a rig, or excess spending over budget on a newbuild, construction project or major rig upgrade). In addition, we complete an impairment analysis on all of our rigs at least on an annual basis. An impairment loss on our property and equipment exists when the estimated fair value, which is based on estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition, is less than its carrying amount. Estimates of undiscounted future cash flows typically include (i) discrete financial forecasts, which rely on management’s estimates of revenue and operating expenses, (ii) long-term growth rates, and (iii) estimates of useful lives of the assets. Such estimates of future undiscounted cash flows are highly subjective and are based on numerous assumptions about future operations and market conditions. |
Deferred Revenue and Costs | It is typical in our dayrate drilling contracts for us to receive compensation and be reimbursed for costs we incur for mobilization, equipment modification, or other activities prior to the commencement of the contract. Any such compensation may be paid through a lump-sum payment or other daily compensation. Pre-contract compensation and costs are deferred until the contract commences. The deferred pre-contract compensation and costs are amortized, using the straight-line method, into income over the term of the initial contract period, regardless of the activity taking place. This approach is consistent with the economics for which the parties have contracted. Once a contract commences, we may conduct various activities, including drilling and well bore related activities, rig maintenance and equipment installation, movement between well locations or other activities. |
Share-Based Compensation | We have awarded both accounting-based and market-based PVRSU’s under our Employee Plan. Our accounting-based PVRSU’s are valued on the date of award at our underlying share price. Total compensation cost recognized for the accounting-based PVRSU’s depends on a performance measure, return on capital employed (“ROCE”), over specified performance periods. Estimated compensation cost is determined based on numerous assumptions, including an estimate of the likelihood that our ROCE will achieve the targeted thresholds and forfeiture of the PVRSU’s based on annualized ROCE performance over the terms of the awards. Our market-based PVRSU’s are valued on the date of the grant based on an estimated fair value. These PVRSU’s are based on the Company’s achievement of a market-based objective, total shareholder return (“TSR”), relative to a peer group of companies as defined in the award agreement. Estimated fair value is determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance will achieve the targeted thresholds and the expected forfeiture rate. The fair value is calculated using a Monte Carlo Simulation Model. |
Loss Per Share | Our outstanding share-based payment awards currently consist solely of restricted stock units. These unvested restricted stock units, which contain non-forfeitable rights to dividends, are deemed to be participating securities and are included in the computation of earnings per share pursuant to the “two-class” method. The “two-class” method allocates undistributed earnings between ordinary shares and participating securities; however, in a period of net loss, losses are not allocated to participating securities. On August 1, 2014, approximately 85 million of our ordinary shares were distributed to Noble’s shareholders in conjunction with the Spin-Off. Weighted average shares outstanding, basic and diluted, has been computed based on the weighted average number of ordinary shares outstanding during the applicable period. Restricted stock units do not represent ordinary shares outstanding until they are vested and converted into ordinary shares. The diluted earnings per share calculation under the two class method is the same as our basic earnings per share calculation as we currently have no stock options or other potentially dilutive securities outstanding. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The following table presents selected unaudited pro forma financial information, which includes our reported consolidated results of operations, for the three and nine months ended September 30, 2014 , as if the Prospector Acquisition had occurred on January 1, 2014. The pro forma results below are based on Prospector’s historical financial data and reflects certain estimates and assumptions made by our management. Our unaudited pro forma financial information was prepared for comparative purposes only and is not necessarily indicative of what our consolidated financial results would have been had we actually acquired Prospector on January 1, 2014 or the results of future operations. Three Months Ended Nine Months Ended (In thousands, except per share amounts) September 30, 2014 Total operating revenues $ 515,741 $ 1,520,703 Net loss (875,606 ) (697,341 ) Loss per share (basic and diluted) $ (10.33 ) $ (8.23 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares Available for Issuance and Outstanding Restricted Stock Units | Shares available for issuance and outstanding restricted stock units under our two equity incentive plans as of September 30, 2015 are as follows (excluding the impact of cash-settled awards): (In shares) Employee Plan Director Plan Shares available for future awards or grants 4,344,240 434,048 Outstanding unvested restricted stock units 6,162,714 606,935 |
Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions | The assumptions used to value these PVRSU’s include risk-free interest rates and historical volatility of the trading price of the Company’s common shares over a time period commensurate with the remaining term prior to vesting, as follows: Valuation assumptions: 2015 Expected volatility 34.0 % Risk-free interest rate 1.07 % |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the nine months ended September 30, 2015 is as follows: TVRSU’s Outstanding (1) Weighted Average Grant-Date Fair Value CS-TVRSU’s Outstanding Share Price (2) PVRSU’s Outstanding (3) Weighted Average Grant-Date Fair Value Outstanding at December 31, 2014 3,753,766 $ 10.54 — 261,746 $ 11.00 Awarded 4,117,919 2.49 3,408,844 587,738 2.78 Vested (1,627,403 ) 9.40 — — — Forfeited (324,117 ) 7.13 (402,791 ) — — Outstanding at September 30, 2015 5,920,165 $ 5.44 3,006,053 $ 0.24 849,484 $ 5.31 (1) This column includes 606,935 shares outstanding at September 30, 2015 that were granted under our Director Plan and are recorded as a liability valued at the end of each reporting period at our underlying share price recognized over the service period. (2) The share price represents the closing price of our shares on September 30, 2015 at which both our CS-TVRSU’s and TVRSU’s granted under our Director Plan are measured. (3) The number of PVRSU’s shown equals the units that would vest if the “maximum” level of performance is achieved. The minimum number of units is zero and the “target” level of performance is 50% of the amounts shown. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Allocation of loss - basic and diluted Net loss attributable to Paragon $ (1,084,838 ) $ (869,160 ) $ (976,380 ) $ (649,549 ) Earnings allocated to unvested share-based payment awards — — — — Net loss attributable to ordinary shareholders - basic and diluted $ (1,084,838 ) $ (869,160 ) $ (976,380 ) $ (649,549 ) Weighted average shares outstanding Basic and diluted 87,077 84,753 85,703 84,753 Weighted average unvested share-based payment awards 6,947 2,973 6,023 1,002 Loss per share Basic and diluted $ (12.46 ) $ (10.26 ) $ (11.39 ) $ (7.66 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | A summary of long-term debt at September 30, 2015 and December 31, 2014 is as follows: September 30, December 31, (In thousands) 2015 2014 Revolving Credit Facility $ 697,000 $ 154,000 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount 640,830 645,357 Senior Notes due 2022, bearing fixed interest at 6.75% per annum 456,572 457,572 Senior Notes due 2024, bearing fixed interest at 7.25% per annum 527,010 537,010 Sale-Leaseback Transaction 289,013 — Prospector 2019 Second Lien Callable Bond — 101,000 Prospector 2018 Senior Secured Credit Facility — 265,666 Total debt 2,610,425 2,160,605 Less: Current maturities of long-term debt (40,990 ) (272,166 ) Long-term debt $ 2,569,435 $ 1,888,439 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following table sets forth our minimum annual rental payments using weighted-average effective interest rates of 5.2% for the Prospector 1 and 7.5% for the Prospector 5 . (In millions) 2015 2016 2017 2018 2019 Thereafter Total Minimum annual rental payments $ 13 $ 51 $ 41 $ 33 $ 31 $ 191 $ 360 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | Pension cost includes the following components for the following periods: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2015 2015 Service cost $ 1,361 $ 4,097 Interest cost 493 1,484 Expected return on plan assets (449 ) (1,352 ) Amortization of prior service cost (5 ) (15 ) Amortization of net actuarial loss 195 579 Net pension expense $ 1,595 $ 4,793 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the estimated fair value of our Senior Notes, Term Loan Facility and Prospector Bonds as of September 30, 2015 and December 31, 2014 , respectively: September 30, 2015 December 31, 2014 (In thousands) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 6.75% Senior Notes due July 15, 2022 $ 456,572 $ 71,339 $ 457,572 $ 275,115 7.25% Senior Notes due August 15, 2024 527,010 79,052 537,010 319,521 Total senior unsecured notes $ 983,582 $ 150,391 $ 994,582 $ 594,636 Term Loan Facility, bearing interest at 3.75%, net of unamortized discount $ 640,830 $ 257,400 $ 645,357 $ 523,250 Prospector 2019 Second Lien Callable Bond $ — $ — $ 101,000 $ 101,000 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table sets forth the changes in the accumulated balances for each component of “ Accumulated other comprehensive loss ” ( “ AOCL ” ) for the nine months ended September 30, 2015 and 2014 . All amounts within the tables are shown net of tax. (In thousands) Gains / (Losses) on Cash Flow Hedges (1) Defined Benefit Pension Items (2) Foreign Currency Items Total Balance at December 31, 2013 — $ — $ (6 ) $ (6 ) Activity during period: AOCL recorded in connection with Spin-Off 4,027 (21,770 ) (12,706 ) (30,449 ) Other comprehensive loss before reclassification (3,073 ) — (1,827 ) (4,900 ) Amounts reclassified from AOCL (950 ) — — (950 ) Net other comprehensive income (loss) 4 (21,770 ) (14,533 ) (36,299 ) Balance at September 30, 2014 $ 4 $ (21,770 ) $ (14,539 ) $ (36,305 ) Balance at December 31, 2014 $ — $ (22,911 ) $ (14,233 ) $ (37,144 ) Activity during period: Other comprehensive loss before reclassification — — (6,818 ) (6,818 ) Amounts reclassified from AOCL — 570 — 570 Net other comprehensive income (loss) — 570 (6,818 ) (6,248 ) Balance at September 30, 2015 $ — $ (22,341 ) $ (21,051 ) $ (43,392 ) (1) Gains / (losses) on cash flow hedges are related to our foreign currency forward contracts. Reclassifications from AOCL were recognized through “Contract drilling services operating costs and expenses” on our Consolidated and Combined Statements of Operations for the nine months ended September 30, 2014. See Note 12, “Derivative Instruments and Hedging Activities ” for additional information. (2) Defined benefit pension items relate to actuarial losses, prior service credits, and the amortization of actuarial losses and prior service credits. Reclassifications from AOCL are recognized as expense on our Consolidated and Combined Statements of Operations through either “Contract drilling services” or “General and administrative for the nine months ended September 30, 2015.” See Note 11, “Employee Benefit Plans” for additional information. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Related Party Transactions | Pursuant to these agreements with Noble, our Consolidated Balance Sheets include the following balances due from and to Noble as of September 30, 2015 and December 31, 2014 : September 30, December 31, (In thousands) 2015 2014 Accounts receivable $ 25,479 $ 15,716 Other current assets 14,970 26,386 Other assets 7,228 6,875 Due from Noble $ 47,677 $ 48,977 Accounts payable $ 332 $ 1,655 Other current liabilities 30,406 51,169 Other liabilities 3,268 23,563 Due to Noble $ 34,006 $ 76,387 |
Supplemental Cash Flow Inform35
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities | The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Nine Months Ended September 30, (In thousands) 2015 2014 Accounts receivable $ 177,765 $ (106,776 ) Other current assets (1,711 ) 5,391 Other assets (11,687 ) 8,518 Accounts payable (25,003 ) 32,950 Other current liabilities (104,701 ) 39,880 Other liabilities (56,889 ) 4,606 Net change in other assets and liabilities $ (22,226 ) $ (15,431 ) |
Organization and Basis of Pre36
Organization and Basis of Presentation (Details) $ in Thousands | Jul. 24, 2015USD ($)rig | Aug. 01, 2014 | Jul. 31, 2015USD ($)rig | Sep. 30, 2015USD ($)rig | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)rig | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2014rig | Dec. 31, 2013USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||
Number of jackups | rig | 34 | ||||||||||
Number of heavy duty jackups | rig | 2 | ||||||||||
Number of floaters | rig | 6 | ||||||||||
Number of drillships | rig | 4 | ||||||||||
Number of semisubmersibles | rig | 2 | ||||||||||
Ratio of Paragon shares received per share of Noble | 0.3333 | ||||||||||
Number of drilling units retained by Predecessor, included in historical financial statements | rig | 3 | ||||||||||
Number of drilling units sold by Predecessor, included in historical financial statements | rig | 3 | ||||||||||
Adjustments to distributions by former parent | $ 9,000 | $ 9,493 | $ 0 | ||||||||
Debt Instrument [Line Items] | |||||||||||
Purchase obligation due in remainder of 2016 | $ 600,000 | 600,000 | |||||||||
Impairment of capitalized costs | 1,150,846 | $ 928,947 | $ 1,152,547 | 928,947 | |||||||
Number of jackups under construction | rig | 3 | ||||||||||
Number of jackup units in sale and lease back transaction | rig | 2 | 2 | |||||||||
Net proceeds from sale and lease back transaction | $ 292,000 | $ 292,000 | $ 291,576 | 0 | |||||||
Term of sale leaseback contract | 5 years | 5 years | |||||||||
Cash and cash equivalents | 732,960 | $ 81,908 | $ 732,960 | $ 81,908 | $ 56,772 | $ 36,581 | |||||
Interest coverage ratio, expected period of noncompliance | 12 months | ||||||||||
Subsequent period of substantial doubt regarding ability to continue as a going concern | 12 months | ||||||||||
Accounts payable | Former Parent | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Due to Noble, current | 332 | $ 332 | $ 1,655 | ||||||||
SinoEnergy Subsidiaries | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate rental payments over lease term | 360,000 | 360,000 | |||||||||
Revolving Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Remaining borrowing capacity | 3,000 | $ 3,000 | |||||||||
Actual net leverage ratio | 3.07 | ||||||||||
Actual interest coverage ratio | 5.91 | ||||||||||
Market Approach Valuation Technique | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Impairment of capitalized costs | 1,100,000 | $ 1,100,000 | |||||||||
Market Approach Valuation Technique | Three High-Spec Jackups Under Construction | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Impairment of capitalized costs | $ 43,000 | $ 43,000 | |||||||||
Prospector Offshore Drilling S.A. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of jackups under construction | rig | 3 | 3 |
Unaudited Interim Information (
Unaudited Interim Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jul. 18, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Debt issuance cost | $ 35 | ||
Other assets | |||
Debt Instrument [Line Items] | |||
Debt issuance costs included on balance sheet | $ 27 | $ 31 |
Significant Accounting Polici38
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Financing Receivable, Allowance for Credit Losses [Line Items] | |||||
Allowance for doubtful accounts | $ 27,000,000 | $ 27,000,000 | $ 1,000,000 | ||
Bad debt expense | 26,479,000 | $ 0 | |||
Contract Drilling Services Operating Costs and Expenses | |||||
Financing Receivable, Allowance for Credit Losses [Line Items] | |||||
Bad debt expense | $ 12,000,000 | $ 0 | $ 27,000,000 | $ 0 |
Acquisition (Details)
Acquisition (Details) $ / shares in Units, shares in Millions | Mar. 16, 2015USD ($) | Dec. 31, 2014shares | Nov. 17, 2014USD ($)rig | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($)rig | Mar. 31, 2015USD ($) | Feb. 23, 2015USD ($) | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2015USD ($)rig | Sep. 30, 2014USD ($)$ / shares | Jan. 22, 2015 |
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Revenues | $ 338,710,000 | $ 456,174,000 | $ 1,101,618,000 | $ 1,410,471,000 | |||||||
Operating expenses | 1,474,317,000 | 1,301,643,000 | 2,144,829,000 | 2,027,757,000 | |||||||
Impairment of capitalized costs | 1,150,846,000 | 928,947,000 | $ 1,152,547,000 | 928,947,000 | |||||||
Number of jackups under construction | rig | 3 | ||||||||||
Market Approach Valuation Technique | |||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Impairment of capitalized costs | 1,100,000,000 | $ 1,100,000,000 | |||||||||
Three High-Spec Jackups Under Construction | Market Approach Valuation Technique | |||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Impairment of capitalized costs | 43,000,000 | 43,000,000 | |||||||||
Prospector Offshore Drilling S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Prospector shares owned (in shares) | shares | 93.4 | ||||||||||
Ownership percentage following additional purchase of shares | 98.70% | 98.70% | 100.00% | 99.60% | |||||||
Debt outstanding | $ 367,000,000 | ||||||||||
Cash consideration paid | $ 202,000,000 | ||||||||||
Number of jackups owned and operated by Prospector | rig | 2 | ||||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||
Total operating revenues | 515,741,000 | 1,520,703,000 | |||||||||
Net income | $ (875,606,000) | $ (697,341,000) | |||||||||
Earnings per share (basic and diluted) (in dollars per share) | $ / shares | $ (10.33) | $ (8.23) | |||||||||
Revenues from the Prospector rigs since acquisition date | $ 8,000,000 | ||||||||||
Operating expenses since acquisition date | $ 8,000,000 | ||||||||||
Revenues | 38,000,000 | 105,000,000 | |||||||||
Depreciation | 4,000,000 | 14,000,000 | |||||||||
Operating expenses | $ 73,000,000 | $ 118,000,000 | |||||||||
Number of jackups under construction | rig | 3 | 3 | |||||||||
Acquired Bonds | Callable Bond | Prospector Offshore Drilling S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt outstanding | $ 100,000,000 | $ 100,000,000 | |||||||||
Percentage of principal amount redeemed | 101.00% | ||||||||||
Prospector 2018 Senior Secured Credit Facility | Line of Credit | Prospector Offshore Drilling S.A. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Maximum amount available under credit facility | 270,000,000 | ||||||||||
Outstanding Prospector revolving credit facility | $ 266,000,000 | ||||||||||
Repayment of remaining balance | $ 261,000,000 |
Property and Equipment and Ot40
Property and Equipment and Other Assets (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)rig | Sep. 30, 2015USD ($)Unitrig | Sep. 30, 2014USD ($)rig | |
Property, Plant and Equipment [Line Items] | |||||
Capital expenditures | $ 44,000,000 | $ 72,000,000 | $ 156,753,000 | $ 182,351,000 | |
Interest expense capitalized | $ 0 | 200,000 | $ 100,000 | 2,600,000 | |
Weighted average cost of capital percentage | 15.00% | 15.00% | |||
Number of floaters impaired | rig | 5 | ||||
Number of jackups impaired | rig | 16 | ||||
Number of jackups under construction | rig | 3 | ||||
Loss on impairments | $ 1,150,846,000 | 928,947,000 | $ 1,152,547,000 | 928,947,000 | |
Number of drillships | rig | 4 | ||||
Number of reporting units | Unit | 1,000,000 | ||||
Goodwill impairment | 0 | 0 | |||
Goodwill | 0 | $ 0 | |||
Proceeds from sale of assets | 29,316,000 | 6,570,000 | |||
Gain (loss) on disposal of assets | 0 | 0 | 12,717,000 | 0 | |
Paragon M822 | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from sale of assets | $ 24,000,000 | ||||
Gain (loss) on disposal of assets | $ 17,000,000 | ||||
Loss on Impairments | |||||
Property, Plant and Equipment [Line Items] | |||||
Goodwill impairment | 37,000,000 | 37,000,000 | |||
Market Approach Valuation Technique | |||||
Property, Plant and Equipment [Line Items] | |||||
Loss on impairments | $ 1,100,000,000 | $ 1,100,000,000 | |||
Drillships in Brazil and Production Storage Unit in US Gulf of Mexico | Market Approach Valuation Technique | |||||
Property, Plant and Equipment [Line Items] | |||||
Loss on impairments | $ 929,000,000 | $ 929,000,000 | |||
Brazil | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of drillships | rig | 3 | 3 | |||
U.S. Gulf of Mexico | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of cold-stacked floating production storage and offloading units | rig | 1 | 1 |
Deferred Revenue and Costs - Ad
Deferred Revenue and Costs - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Current Liabilities and Other Noncurrent Liabilities | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues from drilling contracts | $ 14 | $ 9 |
Prepaid and Other Current Assets and Noncurrent Other Assets | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred expenses under drilling contracts | $ 8 | $ 2 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation costs | $ 3 | $ 13 |
Time-Vested Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Unrecognized share-based amortization | 21 | $ 21 |
RSU weighted-average period of recognition | 1 year 10 months 24 days | |
Cash Settlement Time-Vested Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Unrecognized share-based amortization | 0.6 | $ 0.6 |
RSU weighted-average period of recognition | 2 years 4 months 24 days | |
Performance-Vested Restricted Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based amortization | $ 2.5 | $ 2.5 |
RSU weighted-average period of recognition | 1 year 10 months 24 days |
Share-Based Compensation - Shar
Share-Based Compensation - Shares Available for Issuance and Outstanding Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2015incentive_planshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock incentive plans | incentive_plan | 2 |
Director Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future awards or grants | 434,048 |
Employee Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future awards or grants | 4,344,240 |
Restricted Stock Units (RSUs) | Director Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding unvested restricted stock units | 606,935 |
Restricted Stock Units (RSUs) | Employee Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding unvested restricted stock units | 6,162,714 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate Fair Value of PVRSU's (Details) - Performance-Vested Restricted Shares | 9 Months Ended |
Sep. 30, 2015 | |
Valuation assumptions: | |
Expected volatility | 34.00% |
Risk-free interest rate | 1.07% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Time-Vested Restricted Shares | |
RSU's Outstanding | |
Outstanding at beginning of period (in shares) | 3,753,766 |
Awarded (in shares) | 4,117,919 |
Vested (in shares) | (1,627,403) |
Forfeited (in shares) | (324,117) |
Outstanding at end of period (in shares) | 5,920,165 |
Weighted Average Grant-Date Fair Value | |
Outstanding at beginning of period (in dollars per shares) | $ / shares | $ 10.54 |
Awarded (in dollars per share) | $ / shares | 2.49 |
Vested (in dollars per share) | $ / shares | 9.40 |
Forfeited (in dollars per share) | $ / shares | 7.13 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 5.44 |
Time-Vested Restricted Shares | Director Plan | |
Share Price | |
Shares granted under plan, recorded as a liability (in shares) | 606,935 |
Cash Settlement Time-Vested Restricted Shares | |
RSU's Outstanding | |
Outstanding at beginning of period (in shares) | 0 |
Awarded (in shares) | 3,408,844 |
Vested (in shares) | 0 |
Forfeited (in shares) | (402,791) |
Outstanding at end of period (in shares) | 3,006,053 |
Share Price | |
Share price, end of period (in dollars per share) | $ / shares | $ 0.24 |
Performance-Vested Restricted Shares | |
RSU's Outstanding | |
Outstanding at beginning of period (in shares) | 261,746 |
Awarded (in shares) | 587,738 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Outstanding at end of period (in shares) | 849,484 |
Weighted Average Grant-Date Fair Value | |
Outstanding at beginning of period (in dollars per shares) | $ / shares | $ 11 |
Awarded (in dollars per share) | $ / shares | 2.78 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 5.31 |
Share Price | |
Minimum number of performance vested shares (in shares) | 0 |
Target level of performance, percentage | 50.00% |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) shares in Millions | Aug. 01, 2014shares |
Earnings Per Share [Abstract] | |
Distribution by former parent (in shares) | 85 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Allocation of loss - basic and diluted | ||||
Net loss attributable to Paragon | $ (1,084,838) | $ (869,160) | $ (976,380) | $ (649,549) |
Earnings allocated to unvested share-based payment awards, basic | 0 | 0 | 0 | 0 |
Earnings allocated to unvested share-based payment awards, diluted | 0 | 0 | 0 | 0 |
Net loss to ordinary shareholders - basic | (1,084,838) | (869,160) | (976,380) | (649,549) |
Net loss to ordinary shareholders - diluted | $ (1,084,838) | $ (869,160) | $ (976,380) | $ (649,549) |
Weighted-average shares outstanding | ||||
Basic and diluted (in shares) | 87,077 | 84,753 | 85,703 | 84,753 |
Weighted average unvested share-based payment awards (in shares) | 6,947 | 2,973 | 6,023 | 1,002 |
Loss per share | ||||
Basic and diluted (in dollars per share) | $ (12.46) | $ (10.26) | $ (11.39) | $ (7.66) |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 18, 2014 |
Debt Instrument [Line Items] | ||||
Total debt | $ 2,610,425 | $ 2,160,605 | ||
Less: Current maturities of long-term debt | (40,990) | (272,166) | ||
Long-term debt | 2,569,435 | 1,888,439 | ||
Line of Credit | Prospector 2018 Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 265,666 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 697,000 | 154,000 | ||
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 640,830 | $ 645,357 | ||
Term loan facility effective interest rate | 3.75% | 3.75% | ||
Senior Notes | Senior Notes due 2022, bearing fixed interest at 6.75% per annum | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 456,572 | $ 457,572 | ||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% |
Senior Notes | Senior Notes due 2024, bearing fixed interest at 7.25% per annum | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 527,010 | $ 537,010 | ||
Stated interest rate | 7.25% | 7.25% | 7.25% | 7.25% |
Sale-Leaseback Transaction | Sale-Leaseback Transaction | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 289,013 | $ 0 | ||
Callable Bond | Prospector 2019 Second Lien Callable Bond | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 0 | $ 101,000 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility, Term Loan Facility and Senior Notes (Details) | Jul. 18, 2014USD ($) | Jun. 17, 2014USD ($) | Jul. 18, 2014USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 03, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||
Aggregate letters of credit issued | $ 106,000,000 | $ 106,000,000 | ||||||||
Debt issuance cost | $ 35,000,000 | |||||||||
Recognized gain on debt retirement as a result of repurchase | 0 | $ 6,931,000 | 4,345,000 | $ 6,931,000 | ||||||
Predecessor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of intercompany indebtedness | $ 1,700,000,000 | |||||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount available under credit facility | $ 800,000,000 | |||||||||
Revolving credit facility maturity period | 5 years | |||||||||
Outstanding revolving credit facility | $ 697,000,000 | $ 697,000,000 | $ 332,000,000 | |||||||
Weighted average interest rate | 2.53% | 2.53% | ||||||||
Aggregate letters of credit issued | $ 100,000,000 | $ 100,000,000 | ||||||||
Actual net leverage ratio | 3.07 | |||||||||
Actual interest coverage ratio | 5.91 | |||||||||
Line of Credit | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest coverage ratio requirement | 3 | |||||||||
Line of Credit | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Net leverage ratio requirement | 4 | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate margin | 1.50% | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate margin | 2.50% | |||||||||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate margin | 1.50% | |||||||||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate margin | 2.50% | |||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | 1,080,000,000 | 1,080,000,000 | ||||||||
Principal amount of repurchased and cancelled Senior Notes | $ 11,000,000 | |||||||||
Repurchase of Senior Notes | 7,000,000 | |||||||||
Recognized gain on debt retirement as a result of repurchase | $ 4,000,000 | |||||||||
Senior Notes | 6.75% Senior Notes due July 15, 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 500,000,000 | $ 500,000,000 | ||||||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | ||||
Principal amount of repurchased and cancelled Senior Notes | $ 1,000,000 | |||||||||
Senior Notes | 7.25% Senior Notes due August 15, 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 580,000,000 | $ 580,000,000 | ||||||||
Stated interest rate | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | ||||
Principal amount of repurchased and cancelled Senior Notes | $ 10,000,000 | |||||||||
Secured Debt | Term Loan Facility, bearing interest at 3.75% | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 650,000,000 | $ 650,000,000 | ||||||||
Quarterly debt principal payments | $ 1,600,000 | |||||||||
Original issue discount | 0.50% | 0.50% | ||||||||
Secured Debt | LIBOR | Term Loan Facility, bearing interest at 3.75% | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate margin | 2.75% | |||||||||
Minimum LIBOR rate | 1.00% | 1.00% | ||||||||
Secured Debt | Base Rate | Term Loan Facility, bearing interest at 3.75% | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reference rate margin | 1.75% | |||||||||
Other assets | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs included on balance sheet | $ 27,000,000 | $ 27,000,000 | $ 31,000,000 |
Debt - Sale-Leaseback Transacti
Debt - Sale-Leaseback Transaction, Additional Information (Details) | Jul. 24, 2015USD ($)rig | Jul. 31, 2015USD ($)rig | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Sale Leaseback Transaction [Line Items] | ||||||
Sale-leaseback transaction amount | $ 300,000,000 | |||||
Number of jackup units in sale and lease back transaction | rig | 2 | 2 | ||||
Term of sale leaseback contract | 5 years | 5 years | ||||
Net proceeds from sale and lease back transaction | $ 292,000,000 | $ 292,000,000 | $ 291,576,000 | $ 0 | ||
Percentage of excess cash amounts (up to) | 25.00% | |||||
Prospector 1 | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Lease obligation (maximum) | $ 88,000,000 | $ 88,000,000 | ||||
Cash reserve | 11,500,000 | 11,500,000 | ||||
Prospector 5 | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Lease obligation (maximum) | 88,000,000 | 88,000,000 | ||||
Cash reserve | 11,500,000 | 11,500,000 | ||||
Lease Agreements | Other assets | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Restricted Cash and Cash Equivalents | 27,000,000 | 27,000,000 | $ 0 | |||
SinoEnergy Subsidiaries | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Rental payments, including interest | $ 13,000,000 | $ 13,000,000 |
Debt - Schedule of Minimum Annu
Debt - Schedule of Minimum Annual Rental Payments (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Prospector 1 | |
Sale Leaseback Transaction [Line Items] | |
Weighted average interest rate | 5.20% |
Prospector 5 | |
Sale Leaseback Transaction [Line Items] | |
Weighted average interest rate | 7.50% |
SinoEnergy Subsidiaries | |
Sale Leaseback Transaction [Line Items] | |
2,015 | $ 13 |
2,016 | 51 |
2,017 | 41 |
2,018 | 33 |
2,019 | 31 |
Thereafter | 191 |
Total | $ 360 |
Debt - Extinguished Obligations
Debt - Extinguished Obligations (Details) - USD ($) | Mar. 26, 2015 | Mar. 16, 2015 | Jan. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 17, 2014 | Jun. 12, 2014 | May. 19, 2014 |
Callable Bond | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of Prospector debt | $ 101,000,000 | $ 0 | |||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of Prospector debt | $ 265,666,000 | $ 0 | |||||||
Prospector Offshore Drilling S.A. | Interest rate swaps | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 1.512% | 1.512% | |||||||
Prospector Offshore Drilling S.A. | Callable Bond | Acquired Bonds | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 7.75% | ||||||||
Repayment of Prospector debt | $ 400,000 | $ 99,600,000 | |||||||
Percentage of principal amount redeemed | 101.00% | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | Acquired Senior Credit Facility, Prospector 5 Tranche | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount available under credit facility | $ 140,000,000 | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | Acquired Senior Credit Facility, Prospector 1 Tranche | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount available under credit facility | $ 130,000,000 | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | 2018 Senior Secured Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount available under credit facility | $ 270,000,000 | ||||||||
Repayment of remaining balance | $ 261,000,000 | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | 2018 Senior Secured Credit Facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin percentage in addition to LIBOR | 3.50% | ||||||||
Prospector Offshore Drilling S.A. | Line of Credit | 2018 Senior Secured Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum percentage of debt required to hedge | 50.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Apr. 01, 2015 | Jan. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Income Taxes [Line Items] | |||||||
Income tax benefit (provision) | $ 55,389 | $ (50,626) | $ 67,301 | $ (92,701) | |||
Reserve for uncertain tax positions, including interest and penalties | 18,000 | 18,000 | $ 40,000 | ||||
Unrecognized tax benefits that would impact effective tax rate | $ 18,000 | $ 18,000 | |||||
Her Majesty's Revenue and Customs (HMRC) | |||||||
Income Taxes [Line Items] | |||||||
Tax on diverted profits | 25.00% | ||||||
Secretariat of the Federal Revenue Bureau of Brazil | Minimum | |||||||
Income Taxes [Line Items] | |||||||
Withholding tax rate on charter hire payments | 15.00% | ||||||
Secretariat of the Federal Revenue Bureau of Brazil | Maximum | |||||||
Income Taxes [Line Items] | |||||||
Withholding tax rate on charter hire payments | 25.00% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Millions | Aug. 01, 2014pension_plan | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension expense | $ 0.8 | $ 4.5 | |||
Other postretirement benefit expense | $ 0.4 | $ 0.5 | $ 0.6 | $ 2.5 | |
Non-U.S. Defined Benefit Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions to non-U.S. pension plans | $ 5 | $ 5 | |||
Non-U.S. Defined Benefit Plan | Predecessor | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit pension plans at spin-off | pension_plan | 2 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension Cost Components (Details) - Non-U.S. Defined Benefit Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | $ 1,361 | $ 4,097 |
Interest cost | 493 | 1,484 |
Expected return on plan assets | (449) | (1,352) |
Amortization of prior service cost | (5) | (15) |
Amortization of net actuarial loss | 195 | 579 |
Net pension expense | $ 1,595 | $ 4,793 |
Derivative Instruments and He56
Derivative Instruments and Hedging Activities (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 17, 2014 | Jun. 12, 2014 | |
2018 Senior Secured Credit Facility | Line of Credit | Prospector Offshore Drilling S.A. | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Minimum percentage of debt required to hedge | 50.00% | ||||
Interest rate swaps | Prospector Offshore Drilling S.A. | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fixed interest rate | 1.512% | 1.512% | |||
Interest rate swaps | Prospector Offshore Drilling S.A. | Other current liabilities | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest rate swaps, liabilities | $ 0 | $ 2,000,000 | |||
Interest rate swaps | Prospector Offshore Drilling S.A. | Other noncurrent assets | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest rate swaps, assets | $ 0 | $ 1,000,000 | |||
Interest rate swaps | Prospector Offshore Drilling S.A. | Interest expense, net of amount capitalized | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest swap termination | $ 1,000,000 | ||||
Interest rate swaps recorded in interest expense net of amount capitalized | 1,000,000 | ||||
Interest rate swaps | Maximum | Prospector Offshore Drilling S.A. | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Outstanding derivative contracts | $ 135,000,000 | ||||
Cash Flow Hedging | Foreign Exchange Forward | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Outstanding derivative contracts | $ 0 |
Fair Value of Financial Instr57
Fair Value of Financial Instruments - (Details) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 18, 2014 | May. 19, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Outstanding foreign currency forward contracts or interest rate swaps | $ 0 | ||||
Senior Notes | Carrying Amount | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | 983,582,000 | $ 994,582,000 | |||
Senior Notes | Estimate of Fair Value Measurement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | $ 150,391,000 | $ 594,636,000 | |||
Senior Notes | 6.75% Senior Notes due July 15, 2022 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% | |
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Carrying Amount | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | $ 456,572,000 | $ 457,572,000 | |||
Senior Notes | 6.75% Senior Notes due July 15, 2022 | Estimate of Fair Value Measurement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | $ 71,339,000 | $ 275,115,000 | |||
Senior Notes | 7.25% Senior Notes due August 15, 2024 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Stated interest rate | 7.25% | 7.25% | 7.25% | 7.25% | |
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Carrying Amount | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | $ 527,010,000 | $ 537,010,000 | |||
Senior Notes | 7.25% Senior Notes due August 15, 2024 | Estimate of Fair Value Measurement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | $ 79,052,000 | $ 319,521,000 | |||
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Term loan facility effective interest rate | 3.75% | 3.75% | |||
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | Carrying Amount | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | $ 640,830,000 | $ 645,357,000 | |||
Secured Debt | Term Loan Facility, bearing interest at 3.75%, net of unamortized discount | Estimate of Fair Value Measurement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | 257,400,000 | 523,250,000 | |||
Callable Bond | Prospector 2019 Second Lien Callable Bond | Carrying Amount | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | 0 | 101,000,000 | |||
Callable Bond | Prospector 2019 Second Lien Callable Bond | Estimate of Fair Value Measurement | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of debt | 0 | 101,000,000 | |||
Prospector Offshore Drilling S.A. | Callable Bond | Prospector 2019 Second Lien Callable Bond | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Stated interest rate | 7.75% | ||||
Interest rate swaps | Other current liabilities | Prospector Offshore Drilling S.A. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swaps, liabilities | $ 0 | 2,000,000 | |||
Interest rate swaps | Other noncurrent assets | Prospector Offshore Drilling S.A. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swaps, assets | $ 0 | $ 1,000,000 |
Accumulated Other Comprehensi58
Accumulated Other Comprehensive Loss - Components of and Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | $ (37,144) | $ (6) | ||
Activity during period: | ||||
AOCL recorded in connection with Spin-Off | (30,449) | |||
Other comprehensive loss before reclassification | (6,818) | (4,900) | ||
Amounts reclassified from AOCL | 570 | (950) | ||
Net other comprehensive income (loss) | (36,299) | |||
Total other comprehensive loss, net | $ (4,955) | $ (4,927) | (6,248) | (4,900) |
Balance, end of period | (43,392) | (36,305) | (43,392) | (36,305) |
Gains / (Losses) on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | 0 | 0 | ||
Activity during period: | ||||
AOCL recorded in connection with Spin-Off | 4,027 | |||
Other comprehensive loss before reclassification | 0 | (3,073) | ||
Amounts reclassified from AOCL | 0 | (950) | ||
Net other comprehensive income (loss) | 4 | |||
Total other comprehensive loss, net | 0 | |||
Balance, end of period | 0 | 4 | 0 | 4 |
Defined Benefit Pension Items | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | (22,911) | 0 | ||
Activity during period: | ||||
AOCL recorded in connection with Spin-Off | (21,770) | |||
Other comprehensive loss before reclassification | 0 | 0 | ||
Amounts reclassified from AOCL | 570 | 0 | ||
Net other comprehensive income (loss) | (21,770) | |||
Total other comprehensive loss, net | 570 | |||
Balance, end of period | (22,341) | (21,770) | (22,341) | (21,770) |
Foreign Currency Items | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance, beginning of period | (14,233) | (6) | ||
Activity during period: | ||||
AOCL recorded in connection with Spin-Off | (12,706) | |||
Other comprehensive loss before reclassification | (6,818) | (1,827) | ||
Amounts reclassified from AOCL | 0 | 0 | ||
Net other comprehensive income (loss) | (14,533) | |||
Total other comprehensive loss, net | (6,818) | |||
Balance, end of period | $ (21,051) | $ (14,539) | $ (21,051) | $ (14,539) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($)rig | Sep. 30, 2015USD ($)rig | |
Other Commitments [Line Items] | ||
Shipyard and purchase commitments | $ 641 | $ 641 |
Purchase obligation due in remainder of 2016 | 600 | $ 600 |
Number of jackups under construction | rig | 3 | |
Letters of credit, amount outstanding | 106 | $ 106 |
Performance bonds | 79 | $ 79 |
Noble Corporation PLC | Brazil | ||
Other Commitments [Line Items] | ||
Number of Noble rigs operating in Brazil | rig | 1 | |
Tax Audit Claims Primarily in Mexico and Brazil | Tax Audit Claims | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | 348 | $ 348 |
Claims subject to indemnity by Noble | 79 | 79 |
Tax Audit Claims Primarily in Mexico and Brazil | Tax Audit Claims in Mexico Result of Spin-Off | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | 34 | 34 |
Petróleos Mexicanos | Withholding Taxes | ||
Other Commitments [Line Items] | ||
Taxes and other contingencies | 70 | 70 |
Claims subject to indemnity by Noble | 20 | 20 |
Letter of Credit | ||
Other Commitments [Line Items] | ||
Letters of credit backing performance bonds | $ 100 | $ 100 |
Prospector Offshore Drilling S.A. | ||
Other Commitments [Line Items] | ||
Number of jackups under construction | rig | 3 | 3 |
Commitments and Contingencies60
Commitments and Contingencies - Balance Sheet Position of Balances Due From and To Noble (Details) - Noble Corporation PLC - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other Commitments [Line Items] | ||
Due from Noble | $ 47,677 | $ 48,977 |
Due to Noble | 34,006 | 76,387 |
Accounts receivable | ||
Other Commitments [Line Items] | ||
Due from Noble, current | 25,479 | 15,716 |
Other current assets | ||
Other Commitments [Line Items] | ||
Due from Noble, current | 14,970 | 26,386 |
Other assets | ||
Other Commitments [Line Items] | ||
Other assets | 7,228 | 6,875 |
Accounts payable | ||
Other Commitments [Line Items] | ||
Due to Noble, current | 332 | 1,655 |
Other current liabilities | ||
Other Commitments [Line Items] | ||
Due to Noble, current | 30,406 | 51,169 |
Other liabilities | ||
Other Commitments [Line Items] | ||
Other liabilities | $ 3,268 | $ 23,563 |
Supplemental Cash Flow Inform61
Supplemental Cash Flow Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | $ 177,765 | $ (106,776) |
Other current assets | (1,711) | 5,391 |
Other assets | (11,687) | 8,518 |
Accounts payable | (25,003) | 32,950 |
Other current liabilities | (104,701) | 39,880 |
Other liabilities | (56,889) | 4,606 |
Net change in other assets and liabilities | (22,226) | (15,431) |
Income tax payments | 66,000 | $ 54,000 |
Income tax payments, current period | 26,000 | |
Income tax payments, prior periods | 30,000 | |
Income tax payments, current period, refundable | $ 10,000 |
Segment and Related Informati62
Segment and Related Information (Details) | 9 Months Ended |
Sep. 30, 2015segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Related Parties (Including Re63
Related Parties (Including Relationship with Parent and Corporate Allocations) - Additional Information (Details) - Noble Corporation PLC - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Contract drilling services | $ 0 | $ 0 | ||
General and administrative | $ 1,000,000 | $ 25,000,000 | ||
Contract Drilling Services | ||||
Related Party Transaction [Line Items] | ||||
Contract drilling services | $ 1,000,000 | $ 70,000,000 |