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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 10, 2022, Vantage Drilling International (the “Company”) issued a press release announcing operating results and developments for the fiscal quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit Number |
|
Description of Exhibit |
|
|
|
|
Press Release of Vantage Drilling International dated November 10, 2022 |
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
VANTAGE DRILLING INTERNATIONAL |
|
|
|
|
Date: |
November 10, 2022 |
By: |
/s/ Douglas E. Stewart |
|
|
|
Douglas E. Stewart |
Exhibit 99.1
Vantage Drilling International Reports Third Quarter Results for 2022
HOUSTON, November 10, 2022 (GLOBE NEWSWIRE) -- Vantage Drilling International ("Vantage" or the “Company”) reported net loss attributable to controlling interest of approximately $20.2 million, or $1.54 per diluted share, for the three months ended September 30, 2022, based on the weighted average shares outstanding, as compared to a net loss attributable to controlling interest of $21.7 million, or $1.66 per diluted share, for the three months ended September 30, 2021.
As of September 30, 2022, Vantage had approximately $262.3 million in cash, including $18.7 million of restricted cash, compared to $90.6 million in cash, including $17.3 million of restricted cash, at December 31, 2021. The Company had $17.7 million in cash provided by operations during the third quarter of 2022 compared to $3.5 million used during the same period of 2021. At September 30, 2022, Vantage maintained $19.7 million of cash pre-funded by our Managed Services customers to address near-term obligations associated with the operation of their rigs.
Ihab Toma, CEO, commented: “The third quarter represented a good quarter for the Company as we generated positive EBITDA even with one of our four rigs out of service undergoing maintenance. We also reported a positive change in working capital as we were able to collect overdue accounts receivable from prior periods. The successful quarter is a testament to our operations teams and the teams that support them.”
Mr. Toma continued: “The market continues to show signs of strength with day rates improving both in the deepwater and shallow water space. Our focus will be to continue to participate in this market expansion to secure higher day rates and increase margins while delivering safe, efficient and reliable service to our clients.”
Vantage, a Cayman Islands exempted company, is an offshore drilling contractor, with a fleet of two ultra-deepwater drillships, and two premium jackup drilling rigs. Vantage's primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells globally for major, national and independent oil and gas companies. Vantage also markets, operates and provides management services in respect of, third party-owned drilling units. www.vantagedrilling.com.
The information above includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in the company's filings with the Securities and Exchange Commission. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements. Vantage disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Non-GAAP Measures
We report our financial results in accordance with generally accepted accounting principles (GAAP) in the United States. However, in our earnings release and during our earnings calls we may reference company
information that does not conform to GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. However, these measures should not be viewed as an alternative to or substitute for GAAP measures of performance, and these non-GAAP measures may not be consistent with previously published Company reports on Forms 10-K, 10-Q and 8-K. Non-GAAP measures we may reference have been reconciled to the nearest GAAP measure in the tables entitled Reconciliation of GAAP to Non-GAAP Financial Measures below.
Public & Investor Relations Contact:
Douglas E. Stewart
Chief Financial Officer and General Counsel
Vantage Drilling International
C/O Vantage Energy Services, Inc.
777 Post Oak Blvd., Suite 440
Houston, Texas 77056
(281) 404-4700
Vantage Drilling International |
|
|||||||||||||||
Consolidated Statement of Operations |
|
|||||||||||||||
(In thousands, except per share data) |
|
|||||||||||||||
(Unaudited) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract drilling services |
|
$ |
34,092 |
|
|
$ |
42,982 |
|
|
$ |
121,749 |
|
|
$ |
92,362 |
|
Management fees |
|
|
4,442 |
|
|
|
690 |
|
|
|
8,385 |
|
|
|
1,285 |
|
Reimbursables and other |
|
|
32,424 |
|
|
|
9,179 |
|
|
|
72,393 |
|
|
|
14,971 |
|
Total revenue |
|
|
70,958 |
|
|
|
52,851 |
|
|
|
202,527 |
|
|
|
108,618 |
|
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating costs |
|
|
66,429 |
|
|
|
45,369 |
|
|
|
169,767 |
|
|
|
106,782 |
|
General and administrative |
|
|
4,253 |
|
|
|
4,593 |
|
|
|
17,745 |
|
|
|
15,055 |
|
Depreciation |
|
|
11,022 |
|
|
|
14,137 |
|
|
|
33,404 |
|
|
|
42,423 |
|
Gain on EDC Sale |
|
|
(632 |
) |
|
|
— |
|
|
|
(61,413 |
) |
|
|
— |
|
Total operating costs and expenses |
|
|
81,072 |
|
|
|
64,099 |
|
|
|
159,503 |
|
|
|
164,260 |
|
(Loss) income from operations |
|
|
(10,114 |
) |
|
|
(11,248 |
) |
|
|
43,024 |
|
|
|
(55,642 |
) |
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
17 |
|
|
|
8 |
|
|
|
28 |
|
|
|
118 |
|
Interest expense and other financing charges |
|
|
(8,504 |
) |
|
|
(8,508 |
) |
|
|
(25,511 |
) |
|
|
(25,529 |
) |
Other, net |
|
|
(363 |
) |
|
|
(1,108 |
) |
|
|
(2,149 |
) |
|
|
(1,901 |
) |
Total other expense |
|
|
(8,850 |
) |
|
|
(9,608 |
) |
|
|
(27,632 |
) |
|
|
(27,312 |
) |
(Loss) income before income taxes |
|
|
(18,964 |
) |
|
|
(20,856 |
) |
|
|
15,392 |
|
|
|
(82,954 |
) |
Income tax provision |
|
|
1,566 |
|
|
|
881 |
|
|
|
1,783 |
|
|
|
3,763 |
|
Net (loss) income |
|
|
(20,530 |
) |
|
|
(21,737 |
) |
|
|
13,609 |
|
|
|
(86,717 |
) |
Net (loss) income attributable to noncontrolling interests |
|
|
(332 |
) |
|
|
(10 |
) |
|
|
606 |
|
|
|
(41 |
) |
Net (loss) income attributable to shareholders |
|
$ |
(20,198 |
) |
|
$ |
(21,727 |
) |
|
$ |
13,003 |
|
|
$ |
(86,676 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBITDA (1) |
|
$ |
877 |
|
|
$ |
1,791 |
|
|
$ |
73,673 |
|
|
$ |
(15,079 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(1.54 |
) |
|
$ |
(1.66 |
) |
|
$ |
0.99 |
|
|
$ |
(6.61 |
) |
Diluted |
|
$ |
(1.54 |
) |
|
$ |
(1.66 |
) |
|
$ |
0.98 |
|
|
$ |
(6.61 |
) |
Weighted average ordinary shares outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
13,115 |
|
|
|
13,115 |
|
|
|
13,115 |
|
|
|
13,115 |
|
Diluted |
|
|
13,115 |
|
|
|
13,115 |
|
|
|
13,330 |
|
|
|
13,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) EBITDA represents net income (loss) before (i) interest income (expense), (ii) provision for income taxes and (iii) depreciation and amortization expense. EBITDA is not a financial measure under GAAP as defined under the rules of the SEC, and is intended as a supplemental measure of our performance. We believe this measure is commonly used by analysts and investors to analyze and compare companies on the basis of operating performance. |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vantage Drilling International |
|
|||||||||||||||
Supplemental Operating Data |
|
|||||||||||||||
(Unaudited, in thousands, except percentages) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jackups |
|
$ |
13,223 |
|
|
$ |
23,772 |
|
|
$ |
31,907 |
|
|
$ |
60,091 |
|
Deepwater |
|
|
20,738 |
|
|
|
11,706 |
|
|
|
51,216 |
|
|
|
27,769 |
|
Managed Rigs |
|
|
(6 |
) |
|
|
3 |
|
|
|
(5 |
) |
|
|
22 |
|
Held for Sale (2) |
|
|
— |
|
|
|
— |
|
|
|
10,703 |
|
|
|
— |
|
Operations support |
|
|
2,515 |
|
|
|
2,275 |
|
|
|
8,380 |
|
|
|
6,804 |
|
Reimbursables |
|
|
29,959 |
|
|
|
7,613 |
|
|
|
67,566 |
|
|
|
12,096 |
|
Total operating costs and expenses |
|
$ |
66,429 |
|
|
$ |
45,369 |
|
|
$ |
169,767 |
|
|
$ |
106,782 |
|
Utilization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jackups |
|
|
51.3 |
% |
|
|
98.7 |
% |
|
|
68.1 |
% |
|
|
56.9 |
% |
Deepwater |
|
|
96.7 |
% |
|
|
28.5 |
% |
|
|
95.6 |
% |
|
|
42.4 |
% |
Held for Sale (2) |
|
N/A |
|
|
N/A |
|
|
|
43.6 |
% |
|
N/A |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(2) Included in the sale of Emerald Driller Company, which owns the Emerald Driller, Sapphire Driller and Aquamarine Driller. Each of these rigs were classified as held for sale on our Consolidated Balance Sheets up to the closing date, which was on May 27, 2022, during the current year and at December 31, 2021. |
|
|||||||||||||||
Vantage Drilling International |
|
|||||||
Consolidated Balance Sheets |
|
|||||||
(In thousands, except share and par value information) |
|
|||||||
(Unaudited) |
|
|||||||
|
|
|
|
|
|
|
||
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
243,581 |
|
|
$ |
73,343 |
|
Restricted cash |
|
|
15,123 |
|
|
|
1,621 |
|
Trade receivables, net of allowance for credit losses of $5.0 million, each period |
|
|
70,823 |
|
|
|
37,527 |
|
Materials and supplies |
|
|
39,313 |
|
|
|
37,580 |
|
Assets held for sale |
|
|
— |
|
|
|
117,117 |
|
Prepaid expenses and other current assets |
|
|
13,880 |
|
|
|
18,309 |
|
Total current assets |
|
|
382,720 |
|
|
|
285,497 |
|
Property and equipment |
|
|
|
|
|
|
||
Property and equipment |
|
|
645,619 |
|
|
|
645,622 |
|
Accumulated depreciation |
|
|
(298,263 |
) |
|
|
(266,018 |
) |
Property and equipment, net |
|
|
347,356 |
|
|
|
379,604 |
|
Operating lease ROU assets |
|
|
1,754 |
|
|
|
2,450 |
|
Other assets |
|
|
18,661 |
|
|
|
31,843 |
|
Total assets |
|
$ |
750,491 |
|
|
$ |
699,394 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
45,178 |
|
|
$ |
31,420 |
|
Other current liabilities |
|
|
68,435 |
|
|
|
31,533 |
|
Liabilities held for sale |
|
|
— |
|
|
|
6,720 |
|
Total current liabilities |
|
|
113,613 |
|
|
|
69,673 |
|
Long–term debt, net of discount and financing costs of $1,913 and $3,142, respectively |
|
|
348,087 |
|
|
|
346,858 |
|
Other long-term liabilities |
|
|
9,333 |
|
|
|
17,012 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Shareholders' equity |
|
|
|
|
|
|
||
Ordinary shares, $0.001 par value, 50 million shares authorized; 13,115,026 shares issued and outstanding, each period |
|
|
13 |
|
|
|
13 |
|
Additional paid-in capital |
|
|
633,845 |
|
|
|
633,847 |
|
Accumulated deficit |
|
|
(356,789 |
) |
|
|
(369,792 |
) |
Controlling interest shareholders' equity |
|
|
277,069 |
|
|
|
264,068 |
|
Noncontrolling interests |
|
|
2,389 |
|
|
|
1,783 |
|
Total equity |
|
|
279,458 |
|
|
|
265,851 |
|
Total liabilities and shareholders' equity |
|
$ |
750,491 |
|
|
$ |
699,394 |
|
Vantage Drilling International |
|
|||||||
Consolidated Statement of Cash Flows |
|
|||||||
(In thousands) |
|
|||||||
(Unaudited) |
|
|||||||
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
13,609 |
|
|
$ |
(86,717 |
) |
Adjustments to reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
|
||
Depreciation expense |
|
|
33,404 |
|
|
|
42,423 |
|
Amortization of debt financing costs |
|
|
1,229 |
|
|
|
1,229 |
|
Share-based compensation expense |
|
|
61 |
|
|
|
366 |
|
Deferred income tax expense |
|
|
301 |
|
|
|
357 |
|
Gain on disposal of assets |
|
|
(1,600 |
) |
|
|
(2,710 |
) |
Gain on EDC Sale |
|
|
(61,413 |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Trade receivables, net |
|
|
(50,289 |
) |
|
|
(11,451 |
) |
Materials and supplies |
|
|
(2,218 |
) |
|
|
(2,084 |
) |
Prepaid expenses and other current assets |
|
|
2,680 |
|
|
|
762 |
|
Other assets |
|
|
(23,222 |
) |
|
|
(4,207 |
) |
Accounts payable |
|
|
31,873 |
|
|
|
4,310 |
|
Other current liabilities and other long-term liabilities |
|
|
33,624 |
|
|
|
13,243 |
|
Net cash used in operating activities |
|
|
(21,961 |
) |
|
|
(44,479 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Additions to property and equipment |
|
|
(8,154 |
) |
|
|
(3,232 |
) |
Net proceeds from EDC Sale |
|
|
198,700 |
|
|
|
— |
|
Net proceeds from sale of assets |
|
|
3,100 |
|
|
|
— |
|
Net proceeds from sale of Titanium Explorer |
|
|
— |
|
|
|
13,557 |
|
Net cash provided by investing activities |
|
|
193,646 |
|
|
|
10,325 |
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
|
— |
|
|
|
— |
|
Net increase (decrease) in unrestricted and restricted cash and cash equivalents |
|
|
171,685 |
|
|
|
(34,154 |
) |
Unrestricted and restricted cash and cash equivalents—beginning of period |
|
|
90,608 |
|
|
|
154,487 |
|
Unrestricted and restricted cash and cash equivalents—end of period |
|
$ |
262,293 |
|
|
$ |
120,333 |
|
Vantage Drilling International |
|
|||||||||||||||
Non-GAAP Measures |
|
|||||||||||||||
(In thousands) |
|
|||||||||||||||
(Unaudited) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Reconciliation of EBITDA |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Net (loss) income attributable to shareholders |
|
$ |
(20,198 |
) |
|
$ |
(21,727 |
) |
|
$ |
13,003 |
|
|
$ |
(86,676 |
) |
Depreciation |
|
|
11,022 |
|
|
|
14,137 |
|
|
|
33,404 |
|
|
|
42,423 |
|
Interest income |
|
|
(17 |
) |
|
|
(8 |
) |
|
|
(28 |
) |
|
|
(118 |
) |
Interest expense and other financing costs |
|
|
8,504 |
|
|
|
8,508 |
|
|
|
25,511 |
|
|
|
25,529 |
|
Income tax provision |
|
|
1,566 |
|
|
|
881 |
|
|
|
1,783 |
|
|
|
3,763 |
|
EBITDA |
|
$ |
877 |
|
|
$ |
1,791 |
|
|
$ |
73,673 |
|
|
$ |
(15,079 |
) |
-8?20$3;8T.P6BP^0"X9
M9K>]9!:G
PQR/D-?E3[0
M:H!Q?9K@"2L8.HMBB7:5&A JMT=ELT:)3N)I)PJ4Z,]?+SXCD?*A2A9Y\Y/,
MMC,)LH;.>Z:(+@W'JOC[.L2"5EQ%KOVI\M'Q0=47!)=<,
MU ^J)B4Y>$8%J=/UFT?3MZ9L)5/4H!"UU'2O613KYXLI,E2I0"ZGE-6KZ91N
MI1VJOY71KRNGK^+.TK:36'\DOW$CS @S-N[+HO18',EK^IHXR6.J=M2,O%+S
M194^U_1T*GSH1&]*;J0Z'JXZ JJ&K)P4:>;4CI1B&BM5P;*X3$49TZ_W;VU8
M?3&?18O