UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition |
On May 10, 2022, Diamond Offshore Drilling, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 7.01. | Regulation FD Disclosure |
The information contained in Item 2.02 and Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any previous or future registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated by reference.
Statements in this report and statements in the press release furnished as Exhibit 99.1 to this report that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements may include, but are not limited to, statements concerning future contract effectiveness and estimated duration; expectations regarding downtime, reactivation, upgrades and capital expenditures, surveys, retirement, availability, utilization, scrapping, impairments, backlog and revenue expected to result from backlog, future revenue, operating costs, performance, future liquidity and financial condition, market conditions, commodity prices and strategic opportunities; contract noncompliance by customers and other third parties; outcomes of customer discussions; future impact of regulations; and other statements that are not of historical fact. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those currently anticipated or expected by management of the Company. A discussion of certain of the risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in the Company’s reports filed with the Securities and Exchange Commission, and readers of this report are urged to review those reports carefully when considering these forward-looking statements. Copies of these reports are available through the Company’s website at www.diamondoffshore.com. These risk factors include, among others, risks associated with worldwide demand for drilling services, level of activity in the oil and gas industry, renewing or replacing expired or terminated contracts, contract cancellations and terminations, maintenance and realization of backlog, competition and industry fleet capacity, impairments and retirements, operating risks, litigation and disputes, permits and approvals for drilling operations, the novel coronavirus (COVID-19) pandemic and related disruptions to the global economy, supply chain and normal business operations across sectors and countries, changes in tax laws and rates, regulatory initiatives and compliance with governmental regulations, casualty losses, and various other factors, many of which are beyond the Company’s control. Given these risk factors and other considerations, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of such statement, and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
2
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit number |
Description | |
| 99.1 | Press Release dated May 10, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 10, 2022 | DIAMOND OFFSHORE DRILLING, INC. | |||||
| By: | /s/ David L. Roland | |||||
| David L. Roland | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
4
Exhibit 99.1
|
Contact: Samir Ali Vice President, Investor Relations & Corporate Development (281) 647-4035 |
Diamond Offshore Announces First Quarter 2022 Results
HOUSTON, May 10, 2022 — Diamond Offshore Drilling, Inc. (NYSE: DO) today reported the following results for the first quarter of 2022:
| Three Months Ended | ||||||||
| Thousands of dollars, except per share data | March 31, 2022 | December 31, 2021 | ||||||
| Total revenues |
$ | 186,239 | $ | 227,278 | ||||
| Operating loss |
(33,916 | ) | (127,296 | ) | ||||
| Adjusted operating (loss) income |
(33,916 | ) | 5,153 | |||||
| Adjusted EBITDA |
(11,008 | ) | 29,690 | |||||
| Net loss |
(34,354 | ) | (124,868 | ) | ||||
| Adjusted net (loss) income |
(34,354 | ) | 8,216 | |||||
| Loss per diluted share |
$ | (0.34 | ) | $ | (1.25 | ) | ||
| Adjusted (loss) income per diluted share |
$ | (0.34 | ) | $ | 0.07 | |||
Bernie Wolford, Jr., President and Chief Executive Officer of Diamond Offshore, stated “I am pleased that during the quarter we were able to relist Diamond Offshore on the New York Stock Exchange and commence the West Auriga contract for BP. The Company has a long and successful history in offshore drilling, and we look forward to the opportunities before us as the recovery in the industry unfolds. I would like to take this opportunity to give a special thanks to the hard-working women and men of Diamond Offshore for their dedication and support in making the Company a premier offshore driller. It is because of their continuing efforts that we have been able to successfully secure backlog and safely exceed the high expectations of our global client base.
In addition, I am happy to acknowledge the appointment of Benjamin Duster to our Board of Directors. Ben brings a wealth of experience to our Board and will be a valuable asset as we continue to navigate this dynamic market.”
First Quarter Results
Contract drilling revenue for the first quarter totaled $150 million compared to $184 million in the fourth quarter of 2021. The decline in revenue was primarily driven by the Ocean Apex, which was off contract during the first quarter of 2022 but began working under a new contract in May 2022. Additionally, during the first quarter, the Ocean Patriot and Ocean Endeavor were both out of service for repairs, including a special survey for the Ocean Patriot. Both rigs are now back on contract and working in the North Sea.
Contract drilling expense for the first quarter totaled $145 million compared to $139 million in the fourth quarter of 2021. The increase was primarily driven by the shipyard projects for the Ocean Patriot and Ocean Endeavor. The Ocean Endeavor may require another out-of-service period for further repairs and enhancements later in 2022, subject to ongoing assessments.
Diamond Offshore added $29 million of backlog during the first quarter, bringing the Company’s total contracted backlog as of April 1, 2022 to $1.2 billion, which represents 15.6 rig years of work.
Operational Highlights
During the first quarter, the Company successfully commenced operations with the West Auriga (one of three rigs managed by the Company) on a one-year contract. With the commencement of this contract, Diamond Offshore has three ultra-deepwater drillships working for BP in the Gulf of Mexico.
During the quarter, the Company’s owned drillship fleet continued to perform in an exceptional manner, achieving an operating efficiency of nearly 100% during the quarter. Excluding the two rigs in shipyard during the first quarter, the Company’s remaining fleet achieved operational efficiency of 97% during the quarter.
Liquidity and Outlook
As of March 31, 2022, Diamond Offshore had total liquidity of $388 million, comprised of $54 million of unrestricted cash, and $334 million of available capacity on its revolving credit facility and delayed draw First Lien Notes.
Discussing the offshore drilling market, Mr. Wolford commented “We continue to see improvements in the moored, DP and drillship segments of the market. Rates and utilization for drillships have improved and are at recent cycle highs, and we expect this trend to continue in the coming months. The moored segment has also improved; however, it has been at a more measured pace and more geographically diverse than that of drillships. We are pleased to have significant backlog with repricing and new opportunities available to us in the quarters ahead. Customers continue to favor working rigs, and we believe Diamond Offshore is well situated for the repricing cycle currently under way in both the moored and drillship segments.”
ABOUT DIAMOND OFFSHORE
Diamond Offshore is a leader in offshore drilling, providing innovation, thought leadership and contract drilling services to solve complex deepwater challenges around the globe. Additional information and access to the Company’s SEC filings are available at http://www.diamondoffshore.com/.
FORWARD-LOOKING STATEMENTS
Statements contained in this press release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, any statement that may project, indicate or imply future results, events, performance or achievements, including statements relating to future financial results;
future recovery in the offshore contract drilling industry; expectations regarding the Company’s plans, strategies and opportunities; expectations regarding the Company’s business or financial outlook; future borrowing capacity and liquidity; expected utilization, dayrates, revenues, operating expenses, rig commitments and availability, cash flows, contract status, terms and duration, contract backlog, capital expenditures, insurance, financing and funding; the effect, impact, potential duration and other implications of the ongoing COVID-19 pandemic; the impact of our emergence from bankruptcy; the offshore drilling market, including supply and demand, customer drilling programs, repricings, stacking of rigs, effects of new rigs on the market and effect of the volatility of commodity prices; expected work commitments, awards and contracts; future operations; increasing regulatory complexity; general market, business and industry conditions, trends and outlook; and general political conditions, including political tensions, conflicts and war. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. A discussion of certain of the risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in Item 1A “Risk Factors” in the Company’s most recent annual report on Form 10-K and the Company’s other reports filed with the Securities and Exchange Commission, and readers of this press release are urged to review those reports carefully when considering these forward-looking statements. Copies of these reports are available through the Company’s website at www.diamondoffshore.com. These risk factors include, among others, risks associated with worldwide demand for drilling services, levels of activity in the oil and gas industry, renewing or replacing expired or terminated contracts, contract cancellations and terminations, maintenance and realization of backlog, competition and industry fleet capacity, impairments and retirements, operating risks, litigation and disputes, permits and approvals for drilling operations, the COVID-19 pandemic and related disruptions to the global economy, supply chain and normal business operations across sectors and countries, changes in tax laws and rates, regulatory initiatives and compliance with governmental regulations, casualty losses, and various other factors, many of which are beyond the Company’s control. Given these risk factors and other considerations, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
| Three Months Ended | ||||||||
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Revenues: |
||||||||
| Contract drilling |
$ | 150,252 | $ | 184,139 | ||||
| Revenues related to reimbursable expenses |
35,987 | 43,139 | ||||||
|
|
|
|
|
|||||
| Total revenues |
186,239 | 227,278 | ||||||
|
|
|
|
|
|||||
| Operating expenses: |
||||||||
| Contract drilling, excluding depreciation |
144,902 | 138,647 | ||||||
| Reimbursable expenses |
35,613 | 42,640 | ||||||
| Depreciation |
26,952 | 24,618 | ||||||
| General and administrative |
16,732 | 16,301 | ||||||
| Impairment of assets |
— | 132,449 | ||||||
| Gain on disposition of assets |
(4,044 | ) | (81 | ) | ||||
|
|
|
|
|
|||||
| Total operating expenses |
220,155 | 354,574 | ||||||
|
|
|
|
|
|||||
| Operating loss |
(33,916 | ) | (127,296 | ) | ||||
| Other income (expense): |
||||||||
| Interest income |
1 | 1 | ||||||
| Interest expense |
(8,325 | ) | (9,306 | ) | ||||
| Foreign currency transaction loss |
(2,129 | ) | (1,256 | ) | ||||
| Reorganization items, net |
— | (635 | ) | |||||
| Other, net |
1,362 | 60 | ||||||
|
|
|
|
|
|||||
| Loss before income tax benefit |
(43,007 | ) | (138,432 | ) | ||||
| Income tax benefit |
8,653 | 13,564 | ||||||
|
|
|
|
|
|||||
| Net loss |
$ | (34,354 | ) | $ | (124,868 | ) | ||
|
|
|
|
|
|||||
| Loss per share, Basic and Diluted |
$ | (0.34 | ) | $ | (1.25 | ) | ||
|
|
|
|
|
|||||
| Weighted-average shares outstanding, Basic and Diluted |
100,075 | 100,075 | ||||||
|
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|
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DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 53,771 | $ | 38,388 | ||||
| Restricted cash |
19,202 | 24,341 | ||||||
| Accounts receivable, net of allowance for credit losses |
119,426 | 146,335 | ||||||
| Prepaid expenses and other current assets |
62,275 | 61,440 | ||||||
| Asset held for sale |
— | 1,000 | ||||||
|
|
|
|
|
|||||
| Total current assets |
254,674 | 271,504 | ||||||
| Drilling and other property and equipment, net of accumulated depreciation |
1,175,357 | 1,175,895 | ||||||
| Other assets |
82,705 | 84,041 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,512,736 | $ | 1,531,440 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Other current liabilities |
$ | 233,950 | $ | 232,762 | ||||
| Long-term debt |
286,338 | 266,241 | ||||||
| Noncurrent finance lease liabilities |
144,280 | 148,358 | ||||||
| Deferred tax liability |
2,462 | 1,626 | ||||||
| Other liabilities |
107,883 | 114,748 | ||||||
| Stockholders’ equity |
737,823 | 767,705 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 1,512,736 | $ | 1,531,440 | ||||
|
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|
|
|
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DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Three Months Ended March 31, |
||||
| 2022 | ||||
| Operating activities: |
||||
| Net loss |
$ | (34,354 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Depreciation |
26,952 | |||
| Loss on impairment of assets |
— | |||
| Gain on disposition of assets |
(4,044 | ) | ||
| Deferred tax provision |
(5,217 | ) | ||
| Stock-based compensation expense |
4,531 | |||
| Contract liabilities, net |
(13,411 | ) | ||
| Contract assets, net |
(334 | ) | ||
| Deferred contract costs, net |
1,850 | |||
| Collateral deposits |
(1,482 | ) | ||
| Other assets, noncurrent |
(302 | ) | ||
| Other liabilities, noncurrent |
2,992 | |||
| Other |
418 | |||
| Net changes in operating working capital |
31,459 | |||
|
|
|
|||
| Net cash provided by operating activities |
9,058 | |||
|
|
|
|||
| Investing activities: |
||||
| Capital expenditures |
(20,046 | ) | ||
| Proceeds from disposition of assets, net of disposal costs |
5,045 | |||
|
|
|
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| Net cash used in investing activities |
(15,001 | ) | ||
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|
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| Financing activities: |
||||
| Borrowings under credit facility |
20,000 | |||
| Principal payments of finance lease liabilities |
(3,813 | ) | ||
|
|
|
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| Net cash provided by financing activities |
16,187 | |||
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|
|
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| Net change in cash, cash equivalents and restricted cash |
10,244 | |||
| Cash, cash equivalents and restricted cash, beginning of period |
62,729 | |||
|
|
|
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| Cash, cash equivalents and restricted cash, end of period |
$ | 72,973 | ||
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DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES
AVERAGE DAYRATE, UTILIZATION AND OPERATIONAL EFFICIENCY
(Dayrate in thousands)
| TOTAL FLEET | ||||||||||
| First Quarter 2022 |
Fourth Quarter 2021 | |||||||||
| Average |
Utilization (2) |
Operational |
Average Dayrate (1) |
Utilization (2) |
Operational | |||||
| $225 |
53% | 84.2% | $210 | 68% | 95.4% | |||||
| (1) | Average dayrate is defined as total contract drilling revenue for all of the rigs in our fleet (including managed rigs) per revenue-earning day. A revenue-earning day is defined as a 24-hour period during which a rig earns a dayrate after commencement of operations and excludes mobilization, demobilization and contract preparation days. |
| (2) | Utilization is calculated as the ratio of total revenue-earning days divided by the total calendar days in the period for all rigs in our fleet (including managed and cold-stacked rigs). |
| (3) | Operational efficiency is calculated as the ratio of total revenue-earning days divided by the sum of total revenue-earning days plus the number of days (or portions thereof) associated with unanticipated, non-revenue earning equipment downtime. |
Non-GAAP Financial Measures (Unaudited)
To supplement the Company’s unaudited condensed consolidated financial statements presented on a basis in conformity with generally accepted accounting principles in the United States (GAAP), this press release provides investors with adjusted operating loss, adjusted earnings before interest, taxes and depreciation and amortization (or Adjusted EBITDA), adjusted net (loss) income and adjusted (loss) income per diluted share, which are non-GAAP financial measures. Management believes that these measures provide meaningful information about the Company’s performance by excluding certain items that may not be indicative of the Company’s ongoing operating results. This allows investors and others to better compare the Company’s financial results across previous and subsequent accounting periods and to those of peer companies and to better understand the long-term performance of the Company. Non-GAAP financial measures should be considered to be a supplement to, and not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
In order to fully assess the financial operating results of the Company, management believes that the results of operations adjusted to exclude various items and their related tax effects are appropriate measures of the continuing and normal operations of the Company. The amounts excluded from our adjusted results include (i) impairment losses recognized in the fourth and first quarters of 2021 and (ii) reorganization items related to our filing for Chapter 11 bankruptcy protection in 2020. However, these measures should be considered in addition to, and not as a substitute for, or superior to, contract drilling revenue, contract drilling expense, operating income or loss, cash flows from operations or other measures of financial performance prepared in accordance with GAAP.
Reconciliation of As Reported Operating Loss to Adjusted Operating (Loss) Income:
(In thousands)
| Three Months Ended | ||||||||
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| As reported operating loss |
$ | (33,916 | ) | $ | (127,296 | ) | ||
| Impairment Loss (1) |
— | 132,449 | ||||||
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|
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|
|||||
| Adjusted operating (loss) income |
$ | (33,916 | ) | $ | 5,153 | |||
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| (1) | Represents the impairment loss recognized during the fourth quarter of 2021 related to the write down of two of our semi-submersible rigs to their estimated fair value. |
Reconciliation of Loss Before Income Tax Benefit to Adjusted EBITDA:
(In thousands)
| Three Months Ended | ||||||||
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| As reported loss before income tax benefit |
$ | (43,007 | ) | $ | (138,432 | ) | ||
| Interest expense |
8,325 | 9,306 | ||||||
| Interest income |
(1 | ) | (1 | ) | ||||
| Foreign currency transaction loss |
2,129 | 1,256 | ||||||
| Reorganization items, net |
— | 635 | ||||||
| Depreciation |
26,952 | 24,618 | ||||||
| Impairment of assets |
— | 132,449 | ||||||
| Gain on disposition of assets |
(4,044 | ) | (81 | ) | ||||
| Other, net |
(1,362 | ) | (60 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | (11,008 | ) | $ | 29,690 | |||
|
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|
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Reconciliation of As Reported Net Loss to Adjusted Net (Loss) Income:
(In thousands)
| Three Months Ended | ||||||||
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| As reported net loss |
$ | (34,354 | ) | $ | (124,868 | ) | ||
| Impairment Loss (net of tax) (1) |
— | 132,449 | ||||||
| Reorganization items (net of tax) (2) |
— | 635 | ||||||
|
|
|
|
|
|||||
| Adjusted net (loss) income |
$ | (34,354 | ) | $ | 8,216 | |||
|
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|
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| (1) | Represents the impairment loss recognized during the fourth quarter of 2021 related to the write down of two of our semi-submersible rigs to their estimated fair value. |
| (2) | Represents legal and other professional advisory fees pertaining to our filing for Chapter 11 bankruptcy protection in 2020. |
Reconciliation of As Reported Loss per Diluted Share to Adjusted (Loss) Income per Diluted Share:
| Three Months Ended | ||||||||
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| As reported loss per diluted share |
$ | (0.34 | ) | $ | (1.25 | ) | ||
| Impairment Loss (net of tax) (1) |
— | 1.32 | ||||||
| Reorganization items (net of tax) |
— | — | ||||||
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|
|||||
| Adjusted (loss) income per diluted share |
$ | (0.34 | ) | $ | 0.07 | |||
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|||||
| (1) | Represents the impairment loss recognized during the fourth quarter of 2021 related to the write down of two of our semi-submersible rigs to their estimated fair value. |