8-K
false 0000949039 0000949039 2022-11-07 2022-11-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): November 7, 2022

 

 

Diamond Offshore Drilling, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13926   76-0321760
(State or other jurisdiction
of incorporation)
  (Commission
file number)
  (I.R.S. Employer
Identification No.)

 

15415 Katy Freeway

Houston, Texas 77094

(Address of principal executive offices, including Zip Code)

(281) 492-5300

(Registrant’s telephone number, including area code)

 

 

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:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   DO   New York Stock Exchange

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 November 7, 2022, Diamond Offshore Drilling, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

A conference call to discuss the Company’s earnings results has been scheduled for 8:00 a.m. Central Time on November 8, 2022. The information for accessing the conference call is included in the press release.

The Company hereby incorporates by reference into this Item 7.01 the summary report of the status, as of November 7, 2022, of the Company’s offshore drilling rigs attached as Exhibit 99.2.

The information contained in Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 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 or the rig status report furnished as Exhibit 99.2 to this report, and statements made during the conference call described in this report, in each case 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

 

2


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.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit number

  

Description

99.1    Press Release dated November 7, 2022
99.2    Rig Status Report as of November 7, 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: November 8, 2022     DIAMOND OFFSHORE DRILLING, INC.
    By:  

/s/ David L. Roland

      David L. Roland
      Senior Vice President, General Counsel and Secretary

 

4

EX-99.1

Exhibit 99.1

 

LOGO   

Contact:

Kevin Bordosky Senior Director, Investor Relations

(281) 647-4035

Diamond Offshore Announces Third Quarter 2022 Results and

$429 Million Project Award in Brazil

 

 

Ocean Courage Awarded 4-Year Project

 

 

Performance Bonus on First Well for Ocean BlackHawk

 

 

$20 Million Increase in Revenue and $3 Million Increase in EBITDA

 

 

Ocean GreatWhite Commences Reactivation

HOUSTON, November 7, 2022 — Diamond Offshore Drilling, Inc. (NYSE: DO) today reported the following results for the third quarter of 2022:

 

     Three Months Ended  

Thousands of dollars, except per share data

   September 30, 2022      June 30, 2022  

Total revenues

   $ 226,073      $ 205,702  

Operating loss

     (7,575      (9,763

Adjusted EBITDA

     18,421        15,245  

Net income (loss)

     5,510        (21,929

Income (loss) per diluted share

   $ 0.05      $ (0.22

Diamond Offshore also announced it received notification of award of a new drilling program with Petrobras in Brazil for the Ocean Courage. The Ocean Courage was awarded a four-year project with an unpriced option for an additional four years. The total estimated value of the firm term of the award is approximately $429 million, including a mobilization fee and the provision of certain additional services. The new contract is expected to be signed imminently and commence late in the fourth quarter of 2023 after conclusion of the rig’s current contract and new contract preparations.

Bernie Wolford, Jr., President and Chief Executive Officer, stated “This award is a testament to the exceptional performance of our crews and allows Diamond to continue serving the world’s largest operator of deepwater drilling rigs. This program is in addition to the $1.6 billion of backlog we reported as of October 1, 2022.”

Third Quarter Results

Contract drilling revenue for the third quarter totaled $190 million compared to $177 million in the second quarter of 2022. The increase in revenue was primarily driven by the Ocean BlackHawk beginning work in Senegal during the quarter, the Ocean Apex and Ocean Patriot both benefitting from a full quarter of utilization, and the Ocean Patriot operating under terms of


a contract extension with a favorable dayrate increase. These increases in contract drilling revenue were partially offset by the Ocean Onyx completing its contract in Australia and currently being stacked in Western Australia while the Company continues to pursue prospects in the region. Contract drilling expense for the third quarter increased by 9%, reflecting a higher operating cost structure for the Ocean BlackHawk in Senegal as well as the commencement of reactivation activities for the Ocean GreatWhite.

Net income for the quarter was $5.5 million, inclusive of a $23 million non-cash tax benefit, as compared to a net loss of $22 million in the prior quarter.

Operational Highlights

During the quarter, the Company’s fleet continued to perform well, improving to 97.3% revenue efficiency. The Ocean BlackHawk earned a performance bonus upon completion of its first well in Senegal. In addition, the Company continued to make sequential improvements in safety performance, with no lost-time-incidents.

In October, the managed drillship Vela commenced a one-well contract in the Gulf of Mexico to be followed by a five-well, or minimum 225-day duration, contract with options for up to seven wells.

Liquidity and Outlook

As of September 30, 2022, Diamond Offshore had total liquidity of $296 million, comprised of $23 million of unrestricted cash and $273 million of available capacity on its revolving credit facility and delayed draw First Lien Notes.

Remarking on the outlook for the offshore drilling market, Wolford commented, “Market fundamentals continue to improve in our industry, driving improved dayrates and growing visibility of future demand.”

CONFERENCE CALL

A conference call to discuss Diamond Offshore’s earnings results has been scheduled for 8:00 a.m. Central Time on Tuesday, November 8, 2022. A live webcast of the call will be available online on the Company’s website, www.diamondoffshore.com. Participants who want to join the call via telephone or want to participate in the question-and-answer session may register here to receive the dial-in numbers and unique PIN to access the call. An online replay will also be available on www.diamondoffshore.com following the call.

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 and statements made in the referenced conference call 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 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  
     September 30,
2022
    June 30,
2022
 

Revenues:

    

Contract drilling

   $ 189,861     $ 176,879  

Revenues related to reimbursable expenses

     36,212       28,823  
  

 

 

   

 

 

 

Total revenues

     226,073       205,702  
  

 

 

   

 

 

 

Operating expenses:

    

Contract drilling, excluding depreciation

     155,567       142,150  

Reimbursable expenses

     35,765       28,554  

Depreciation

     26,069       25,693  

General and administrative

     16,320       19,753  

Gain on disposition of assets

     (73     (685
  

 

 

   

 

 

 

Total operating expenses

     233,648       215,465  
  

 

 

   

 

 

 

Operating loss

     (7,575     (9,763

Other income (expense):

    

Interest income

     11       —    

Interest expense

     (10,364     (10,103

Foreign currency transaction gain

     237       1,607  

Other, net

     172       (47
  

 

 

   

 

 

 

Loss before income tax benefit (expense)

     (17,519     (18,306

Income tax benefit (expense)

     23,029       (3,623
  

 

 

   

 

 

 

Net income (loss)

   $ 5,510     $ (21,929
  

 

 

   

 

 

 

Income (loss) per share, Basic and Diluted

   $ 0.05     $ (0.22
  

 

 

   

 

 

 

Weighted-average shares outstanding, Basic

     100,875       100,108  
  

 

 

   

 

 

 

Weighted-average shares outstanding, Diluted

     102,273       100,108  
  

 

 

   

 

 

 


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

     September 30,
2022
     December 31,
2021
 

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 22,650      $ 38,388  

Restricted cash

     38,592        24,341  

Accounts receivable, net of allowance for credit losses

     179,910        146,335  

Prepaid expenses and other current assets

     59,585        61,440  

Asset held for sale

     —          1,000  
  

 

 

    

 

 

 

Total current assets

     300,737        271,504  

Drilling and other property and equipment, net of accumulated depreciation

     1,143,268        1,175,895  

Other assets

     79,714        84,041  
  

 

 

    

 

 

 

Total assets

   $ 1,523,719      $ 1,531,440  
  

 

 

    

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Other current liabilities

   $ 231,470      $ 232,762  

Long-term debt

     335,540        266,241  

Noncurrent finance lease liabilities

     135,777        148,358  

Deferred tax liability

     1,838        1,626  

Other liabilities

     88,905        114,748  

Stockholders’ equity

     730,189        767,705  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 1,523,719      $ 1,531,440  
  

 

 

    

 

 

 


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

     Nine Months Ended
September 30,
 
     2022  

Operating activities:

  

Net loss

   $ (50,773

Adjustments to reconcile net loss to net cash used in operating activities:

  

Depreciation

     78,714  

Gain on disposition of assets

     (4,802

Deferred tax provision

     (7,961

Stock-based compensation expense

     16,471  

Contract liabilities, net

     (19,725

Contract assets, net

     1,330  

Deferred contract costs, net

     (4,193

Collateral deposits

     17,479  

Other assets, noncurrent

     (547

Other liabilities, noncurrent

     (160

Other

     1,275  

Net changes in operating working capital

     (49,038
  

 

 

 

Net cash used in operating activities

     (21,930
  

 

 

 

Investing activities:

  

Capital expenditures

     (42,653

Proceeds from disposition of assets, net of disposal costs

     5,861  
  

 

 

 

Net cash used in investing activities

     (36,792
  

 

 

 

Financing activities:

  

Borrowings under credit facility

     69,000  

Principal payments of finance lease liabilities

     (11,765
  

 

 

 

Net cash provided by financing activities

     57,235  
  

 

 

 

Net change in cash, cash equivalents and restricted cash

     (1,487

Cash, cash equivalents and restricted cash, beginning of period

     62,729  
  

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 61,242  
  

 

 

 


DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

AVERAGE DAYRATE, UTILIZATION AND OPERATIONAL EFFICIENCY

(Dayrate in thousands)

 

TOTAL FLEET  
Third Quarter
2022
    Second Quarter
2022
 
Average Dayrate (1)      Utilization (2)     Revenue Efficiency (3)     Average Dayrate (1)      Utilization (2)     Revenue Efficiency (3)  
$ 235        68     97.3   $ 228        57     96.3

 

(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)

Revenue efficiency is calculated as actual contract drilling revenue earned divided by potential revenue, assuming a full dayrate is earned.


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 earnings before interest, taxes and depreciation and amortization (or Adjusted EBITDA), which is a non-GAAP financial measure. Management believes that this measure provides 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 a supplement 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 Loss Before Income Tax Benefit (Expense) to Adjusted EBITDA:

(In thousands)

 

     Three Months Ended  
     September 30,
2022
     June 30,
2022
 

As reported loss before income tax benefit (expense)

   $ (17,519    $ (18,306

Interest expense

     10,364        10,103  

Interest income

     (11      —    

Foreign currency transaction gain

     (237      (1,607

Depreciation

     26,069        25,693  

Gain on disposition of assets

     (73      (685

Other, net

     (172      47  
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 18,421      $ 15,245  
  

 

 

    

 

 

 
EX-99.2

Exhibit 99.2

 

LOGO   

Diamond Offshore Drilling, Inc.

Rig Status Report

November 7, 2022

Updated information noted in bold print

 

    Water
Depth¹
        Year           Estimated   Estimated

Rig Name

  (feet)    

Type2

 

Built3

  Location  

Operator

 

Start Date

 

End Date

Gulf of Mexico (GOM)

     

Ocean BlackHornet

    12,000     DS 15K DP   2014   US GOM   BP   Feb-2020   Feb-2022
            Feb-2022   Feb-2023
            Feb-2023   Feb-2025

Ocean BlackLion

    12,000     DS 15K DP   2015   US GOM   BP   Sep-2020   Sep-2022
            Sep-2022   Sep-2024

Auriga4

    12,000     DS 15K DP   2013   US GOM   BP   Mar-2022   Mar-2023
            Mar-2023   Mar-2024

Vela4

    12,000     DS 15K DP   2013   US GOM   Woodside   Oct-2022   Jan-2023
          Beacon   Jan-2023   3Q 2023

North Sea / Mediterranean / W. Africa

     

Ocean Patriot

    3,000     SS 15K   1983   UK   Apache   Jun-2021   4Q 2024

Ocean Endeavor

    10,000     SS 15K   2007   UK   Shell   May-2019   1Q 2024

Ocean GreatWhite

    10,000     SS 15K DP   2016   UK   BP   1Q 2023   1Q 2024

Ocean BlackHawk

    12,000     DS 15K DP   2014   Senegal   Woodside   Jul-2022   3Q 2023

Ocean BlackRhino

    12,000     DS 15K DP   2014   Senegal   Woodside   Jul-2021   1Q 2024

Australasia

             

Ocean Apex

    6,000     SS 15K   2014   Australia   Woodside   Jun-2022   Feb-2023
        Australia   Woodside   May-2023   Aug-2023
        Australia   Chevron   Aug-2023   4Q 2023
        Australia   Inpex   4Q 2023   3Q 2024
        Australia   Santos   3Q 2024   1Q 2025

South America

             

Ocean Courage

    10,000     SS 15K DP   2009   Brazil   Petrobras   Jun-2021   3Q 2023

Stacked

     

Ocean Valiant

    5,500     SS 15K   1988   UK   —     —     —  

Ocean Onyx

    6,000     SS 15K   2014   Australia   —     Sep-2022   —  

Ocean Monarch

    10,000     SS 15K   2008   Malaysia   —     May-2022   —  

NOTES

(1) Water Depth refers to the rig’s rated operating water depth capability. Often, rigs are capable of drilling or have drilled in greater water depths.

(2) Rig Type and Capabilities: DS=Drillship; 15K=15,000 PSI Well-Control System; DP=Dynamically Positioned Rig; SS=Semisubmersible

(3) Year Built represents when rig was built and originally placed in service or year redelivered with significant enhancements that enabled the rig to be classified within a different floater category than when originally constructed.

(4) Managed on behalf of Aquadrill LLC.


LOGO   

Diamond Offshore Drilling, Inc.

Rig Status Report

Statements contained in this report that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. 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 the important 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, changes in tax laws and rates, regulatory initiatives and compliance with governmental regulations, construction of new builds, casualty losses, and various other factors, many of which are beyond the Company’s control. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this report. 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.

 

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