8-K

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): May 9, 2019

Vantage Drilling International

(Exact name of registrant as specified in its charter)

Cayman Islands	333-217678	98-1372204
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Vantage Energy Services, Inc.

777 Post Oak Boulevard, Suite 800

Houston, TX 77056

(Address of principal executive offices) (Zip Code)

(281) 404-4700

(Registrant’s telephone number, including area code)

(Not applicable)

(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 (see General Instruction A.2 below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).    

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

  Item 2.02. Results of Operations and Financial Condition.

On May 9, 2019, Vantage Drilling International (the “Company”) issued a press release announcing operating results and developments for the fiscal quarter ended March 31, 2019. 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
99.1	Press Release of Vantage Drilling International dated May 9, 2019.

2

SIGNATURE

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 9, 2019

VANTAGE DRILLING INTERNATIONAL

/S/ Douglas E. Stewart

Douglas E. Stewart

Vice President, General Counsel and Corporate Secretary

3

EX-99.1

Exhibit 99.1

Vantage Drilling International Reports First Quarter Results for 2019

HOUSTON, May 9, 2019 (GLOBE NEWSWIRE) -- Vantage Drilling International ("Vantage" or the “Company”) reported a net loss attributable to controlling interest of approximately $47.9 million or $9.58 per share for the three months ended March 31, 2019 as compared to a net loss attributable to controlling interest of $32.1 million or $6.43 per share for the three months ended March 31, 2018.

As of March 31, 2019, Vantage had approximately $226.2 million in cash, including $10.3 million of restricted cash, compared to $239.4 million in cash, including $14.4 million of restricted cash at December 31, 2018.  

Ihab Toma, CEO, commented. “I am pleased to report that with the completion of the Tungsten Explorer’s SPS and five-year maintenance and the award of the Dana Gas contract for this rig, we will have seven rigs on contract once the Tungsten Explorer commences its contract in the very near future.  Even with signs of an improved market, we continue to remain diligent and focused on managing our costs, operating efficiently and preserving our strong balance sheet position.”

Vantage, a Cayman Islands exempted company, is an offshore drilling contractor, with a fleet of three ultra-deepwater drillships and five 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 natural gas companies. Vantage also provides construction supervision services and preservation management services for, and will operate and manage, drilling units owned by others.

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.

Public & Investor Relations Contact:

     Thomas J. Cimino

     Chief Financial Officer

     Vantage Drilling International

     (281) 404-4700

Vantage Drilling International
Consolidated Statement of Operations
(In thousands, except per share data)
(Unaudited)
	Three Months Ended March 31,
	2019			2018
Revenue
Contract drilling services	$	29,980		$	51,595
Reimbursables and other		4,575			6,068
Total revenue		34,555			57,663
Operating costs and expenses
Operating costs		38,542			40,985
General and administrative		8,668			7,354
Depreciation		18,533			17,868
Total operating costs and expenses		65,743			66,207
Loss from operations		(31,188	)		(8,544	)
Other income (expense)
Interest income		1,064			221
Interest expense and other financing charges		(15,815	)		(19,271	)
Other, net		182			(570	)
Total other expense		(14,569	)		(19,620	)
Loss before income taxes		(45,757	)		(28,164	)
Income tax provision		2,147			3,973
Net loss		(47,904	)		(32,137	)
Net loss attributable to noncontrolling interests		(14	)		—
Net loss attributable to shareholders	$	(47,890	)	$	(32,137	)
Net loss per share, basic and diluted	$	(9.58	)	$	(6.43	)
Weighted average ordinary shares outstanding, basic and diluted		5,000			5,000
Vantage Drilling International
Supplemental Operating Data
(Unaudited, in thousands, except percentages)
	Three Months Ended March 31,
	2019			2018
Operating costs and expenses
Jackups	$	17,806		$	14,463
Deepwater		15,815			19,812
Operations support		3,099			3,127
Reimbursables		1,822			3,583
	$	38,542		$	40,985

Vantage Drilling International
Consolidated Balance Sheet
(In thousands, except share and par value information)
(Unaudited)
	March 31, 2019			December 31, 2018
ASSETS
Current assets
Cash and cash equivalents	$	215,856		$	224,967
Restricted cash		1,862			10,362
Trade receivables		27,233			28,431
Inventory		44,910			45,195
Prepaid expenses and other current assets		16,192			17,278
Total current assets		306,053			326,233
Property and equipment
Property and equipment		1,001,590			996,139
Accumulated depreciation		(226,980	)		(208,836	)
Property and equipment, net		774,610			787,303
Operating lease right-of-use assets		8,269			-
Other assets		18,920			16,026
Total assets	$	1,107,852		$	1,129,562
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	51,086		$	44,372
Accrued liabilities		26,471			17,983
Total current liabilities		77,557			62,355
Long–term debt, net of discount and financing costs of $7,598 and $12,914		1,114,328			1,109,011
Other long-term liabilities		28,442			22,889
Commitments and contingencies
Shareholders' equity
Ordinary shares, $0.001 par value, 50 million shares authorized; 5,000,053 shares issued and outstanding		5			5
Additional paid-in capital		373,972			373,972
Accumulated deficit		(486,560	)		(438,670	)
Controlling interest shareholders' equity		(112,583	)		(64,693	)
Noncontrolling interests		108			-
Total equity		(112,475	)		(64,693	)
Total liabilities and shareholders’ equity	$	1,107,852		$	1,129,562

Vantage Drilling International
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
	Three Months Ended March 31
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(47,904	)	$	(32,137	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		18,533			17,868
Amortization of debt financing costs		400			117
Amortization of debt discount		5,354			12,313
Amortization of contract value		1,556			1,556
PIK interest on the Convertible Notes		1,934			1,912
Share-based compensation expense		1,029			1,745
Deferred income tax (benefit) expense		(415	)		419
Loss (gain) on disposal of assets		62			(2,682	)
Changes in operating assets and liabilities:
Trade receivables		1,198			6,498
Inventory		285			(189	)
Prepaid expenses and other current assets		1,086			120
Other assets		1,252			(383	)
Accounts payable		2,995			2,051
Accrued liabilities and other long-term liabilities		1,951			(6,292	)
Net cash (used in) provided by operating activities		(10,684	)		2,916
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment		(2,184	)		(19	)
Proceeds from sale of Vantage 260		—			4,845
Net cash (used in) provided by investing activities		(2,184	)		4,826
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt		—			(5,458	)
Contributions from holders of noncontrolling interest		122			—
Debt issuance costs		(437	)		—
Net cash used in financing activities		(315	)		(5,458	)
Net (decrease) increase in cash and cash equivalents		(13,183	)		2,284
Unrestricted and restricted cash and cash equivalents—beginning of period		239,387			195,455
Unrestricted and restricted cash and cash equivalents—end of period	$	226,204		$	197,739