Chapter 11 Proceedings | 2. Chapter 11 Proceedings Chapter 11 Cases On April 26, 2020 (or the Petition Date), Diamond Offshore Drilling, Inc. (or the Company) and certain of its direct and indirect subsidiaries (which we refer to, together with the Company, as the Debtors) filed voluntary petitions for relief under chapter 11 (or Chapter 11) of title 11 of the United States Code (or the Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas (or the Bankruptcy Court). The Chapter 11 Cases are jointly administered under the caption In re Diamond Offshore Drilling, Inc., et al., . The Debtors filed motions with the Bankruptcy Court seeking authorization to continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (or the Bankruptcy Code) and orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors filed with the Bankruptcy Court a variety of motions seeking “first day” relief, including authority to continue using their cash management system, pay employee wages and benefits and pay certain vendors and suppliers in the ordinary course of business (or the First Day Motions), all of which were approved. Pursuant to the First Day Motions, and subject to certain terms and dollar limits included therein, the Debtors were authorized to continue to use their unrestricted cash on hand, as well as all cash generated from daily operations, which is being used to continue the Debtors’ operations without interruption during the course of their restructuring. Also pursuant to the First Day Motions, the Debtors received Bankruptcy Court authorization to, among other things and subject to the terms and conditions set forth in the applicable orders, pay prepetition employee wages, salaries, health benefits and other employee obligations during their restructuring, pay certain claims relating to critical and other vendors, continue their cash management programs and insurance policies and continue to honor their current customer programs. The Debtors are authorized under the Bankruptcy Code to pay post-petition expenses incurred in the ordinary course of business without seeking Bankruptcy Court approval. Until a plan of reorganization is approved and effective, the Debtors will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Commencement of the Chapter 11 Cases automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date, actions to enforce pre-Petition Date contractual rights or remedies against the Debtors and actions to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the commencement of the Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against the Debtors or their property to recover on, collect, or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. The U.S. Trustee for the Southern District of Texas filed a notice appointing an official committee of unsecured creditors on May 11, 2020, which was subsequently reconstituted on June 11, 2020 and September 14, 2020. On May 27, 2020, the Bankruptcy Court approved a new key employee retention plan and a new non-executive incentive plan covering certain non-executive key employees. On June 23, 2020, the Bankruptcy Court approved a key employee incentive plan covering certain additional key employees, including our executive officers. Upon the participating employee’s acceptance of an award under the new compensation plans, all outstanding unvested incentive awards previously granted to the employee under our previously-existing incentive plans, consisting of restricted stock units (or RSUs), stock appreciation rights (or SARs) and/or cash incentive awards, were canceled. As of September 30, 2020, the Debtors had not emerged from bankruptcy and no plan of reorganization or restructuring support agreement had been filed with the Bankruptcy Court . Negotiations between the various parties to the Chapter 11 Cases are ongoing. A plan of reorganization, if and when approved by the Bankruptcy Court, could materially change the amounts and classifications of assets and liabilities reported in the accompanying unaudited condensed consolidated financial statements. Going Concern During the first quarter of 2020, the business climate in which we operate experienced a significant adverse change, primarily as a result of the market impacts of the oil price war between Saudi Arabia and Russia and regulatory, market and commercial challenges that arose due to the COVID-19 pandemic and efforts to mitigate the spread of the virus, both of which resulted in a dramatic decline in oil prices. As a result of the filing of the Chapter 11 Cases, the principal and interest due under our outstanding senior notes and revolving credit facility became immediately due and payable and have been presented as “Liabilities subject to compromise” in our unaudited Condensed Consolidated Balance Sheets at September 30, 2020. However, any We have projected that we will not have sufficient cash on hand or available liquidity to repay all such outstanding debt. For the nine months ended September 30, 2020 we reported a net loss of $1.1 billion, inclusive of a pre-tax $774.0 million impairment charge. These conditions and events raise substantial doubt over our ability to continue as a going concern for twelve months after the date our financial statements are issued. Financial information in this report has been prepared on the basis that we will continue as a going concern, which presumes that we will be able to realize our assets and discharge our liabilities in the normal course of business as they come due. Financial information in this report does not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if we were unable to realize our assets and settle our liabilities as a going concern in the normal course of operations. Such adjustments could be material. Our long-term liquidity requirements and the adequacy of capital resources are difficult to predict at this time. Although we anticipate that the Chapter 11 Cases will help address our liquidity concerns, as of September 30, 2020, we do not have a plan of reorganization in place. Additionally, the approval of a plan of reorganization is not within our control and uncertainty remains over the Bankruptcy Court's approval of a plan of reorganization. As such, due to the absence of a plan of reorganization and lack of clarity regarding emergence from bankruptcy, we have concluded that substantial doubt continues to exist about our ability to continue as a going concern. Chapter 11 Accounting We have prepared our unaudited condensed consolidated financial statements as if we were a going concern and in accordance with FASB Accounting Standards Codification Topic No. 852 – Reorganizations Prepetition Restructuring Charges Reorganization Items The following table provides information about reorganization items incurred during the three- and nine -month period s ended September 30, 2020 , subsequent to the Petition Date (in thousands): Three Months Ended Nine Months Ended September 30, 2020 Professional fees $ 18,634 $ 39,293 Write-off of debt issuance costs — 27,552 Net gain on settlement with certain unsecured vendors (9,971 ) (4,205 ) Total reorganization items, net $ 8,663 $ 62,640 Payments of $23.8 million related to professional fees and vendor cancellation costs have been presented as cash outflows from operating activities in our unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020. See Note 5. Liabilities Subject to Compromise . We have reported prepetition unsecured and under-secured obligations that may be impacted by the Chapter 11 Cases as “Liabilities subject to compromise” in our unaudited Condensed Consolidated Balance Sheets at September 30, 2020. ASC 852 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed by the Bankruptcy Court. The amounts currently reported as liabilities subject to compromise are preliminary and may be subject to future adjustment depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events. These amounts represent our best estimate of allowed claims that will be resolved as part of the bankruptcy proceedings but may be ultimately settled for a lesser amount. We will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material. Liabilities subject to compromise at September 30, 2020 consist of the following (in thousands): September 30, 2020 Debt subject to compromise: Borrowings under credit facility $ 436,000 3.45% Senior Notes due 2023 250,000 7.875% Senior Notes due 2025 500,000 5.70% Senior Notes due 2039 500,000 4.875% Senior Notes due 2043 750,000 Lease liabilities 140,580 Accrued interest 47,636 Accounts payable 19,912 Other accrued liabilities 5,306 Other liabilities 4,221 Total liabilities subject to compromise $ 2,653,655 Upon filing of the Chapter 11 Cases on April 26, 2020, we ceased accruing interest on our senior unsecured debt and borrowings under our credit facility. As a result, we did not record $28.3 million and $48.5 million of contractual interest expense related to our senior notes for the three and nine months ended September 30, 2020, respectively, and $9.5 million and $13.9 million of contractual interest expense related to borrowings under our credit facility for the three- and nine-month periods ended September 30, 2020, respectively Debtor Financial Statements . Unaudited condensed combined financial statements of the Debtors are set forth below. These financial statements exclude the financial statements of the non-Debtor subsidiaries. Transactions and balances of receivables and payables between the Debtors have been eliminated in consolidation. Amounts payable to the non-Debtor subsidiaries are reported in the unaudited condensed consolidated balance sheet of the Debtors. DIAMOND OFFSHORE DRILLING, INC. AND CERTAIN SUBSIDIARIES PARTY TO THE BANKRUPTCY CASES (DEBTOR-IN-POSSESSION) CONDENSED COMBINED BALANCE SHEET (Unaudited) (In thousands) September 30, 2020 ASSETS Current assets: Cash and cash equivalents $ 407,222 Restricted cash 25,692 Accounts receivable 128,480 Less: allowance for credit losses (175 ) Accounts receivable, net 128,305 Prepaid expenses and other current assets 49,577 Assets held for sale 1,000 Total current assets 611,796 Drilling and other property and equipment, net of accumulated depreciation 4,232,543 Investments in non-debtor subsidiaries 2,458,447 Noncurrent deferred tax assets, net 31,356 Other assets 192,094 Total assets $ 7,526,236 LIABILITIES AND DEBTORS’ EQUITY Current liabilities: Accounts payable $ 28,993 Accrued liabilities 114,935 Taxes payable 26,062 Amounts payable to non-debtor subsidiaries 1,043,326 Total current liabilities 1,213,316 Note payable to non-debtor subsidiary 328,000 Other liabilities 45,157 Total liabilities not subject to compromise 1,586,473 Liabilities subject to compromise 2,653,655 Total debtors’ equity 3,286,108 Total liabilities and debtors’ equity $ 7,526,236 DIAMOND OFFSHORE DRILLING, INC. AND CERTAIN SUBSIDIARIES PARTY TO THE BANKRUPTCY CASES (DEBTOR-IN-POSSESSION) CONDENSED COMBINED STATEMENT OF OPERATIONS (Unaudited) (In thousands) Nine Months Ended September 30, 2020 Revenues: Contract drilling $ 460,877 Revenues related to reimbursable expenses 29,806 Total revenues 490,683 Operating expenses: Contract drilling, excluding depreciation 415,613 Reimbursable expenses 28,020 Depreciation 242,480 General and administrative 41,497 Impairment of assets 774,028 Restructuring and separation costs 15,383 Gain on disposition of assets (3,989 ) Total operating expenses 1,513,032 Operating loss (1,022,349 ) Other income (expense): Interest income 502 Interest expense, net of amounts capitalized (50,155 ) Foreign currency transaction gain 591 Reorganization items, net (62,640 ) Other, net (499 ) Loss before income tax benefit (1,134,550 ) Income tax benefit 27,117 Net loss $ (1,107,433 ) DIAMOND OFFSHORE DRILLING, INC. AND CERTAIN SUBSIDIARIES PARTY TO THE BANKRUPTCY CASES (DEBTOR-IN-POSSESSION) CONDENSED COMBINED STATEMENT OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 2020 Operating activities: Net loss $ (1,107,433 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 242,480 Loss on impairment of assets 774,028 Reorganization items, net 22,107 Gain on disposition of assets (3,989 ) Deferred tax provision (16,846 ) Stock-based compensation expense 5,637 Contract liabilities, net 13,595 Contract assets, net 2,762 Deferred contract costs, net (8,085 ) Long-term employee remuneration programs (5,079 ) Noncurrent collateral deposits (18,262 ) Other assets, noncurrent (8,756 ) Other 3,013 Changes in operating assets and liabilities: Accounts receivable 68,908 Prepaid expenses and other current assets 15,022 Accounts payable and accrued liabilities 1,439 Taxes payable (15,462 ) Due to non-debtor subsidiaries 47,111 Net cash provided by operating activities 12,190 Investing activities: Capital expenditures (156,885 ) Capital contribution to non-debtor subsidiary (5,724 ) Proceeds from disposition of assets, net of disposal costs 5,235 Net cash used in investing activities (157,374 ) Financing activities: Borrowings under credit facility 436,000 Net cash provided by financing activities 436,000 Net change in cash, cash equivalents and restricted cash 290,816 Cash, cash equivalents and restricted cash, beginning of period 142,098 Cash, cash equivalents and restricted cash, end of period $ 432,914 |