Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36211 | |
Entity Registrant Name | Noble Corporation | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1575532 | |
Entity Address, Address Line One | 13135 Dairy Ashford, Suite 800 | |
Entity Address, City or Town | Sugar Land | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77478 | |
City Area Code | (281) | |
Local Phone Number | 276-6100 | |
Title of 12(b) Security | Ordinary Shares, par value $0.00001 per share | |
Trading Symbol | NE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,050,389 | |
Entity Central Index Key | 0001458891 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Noble Finance Company | ||
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-31306 | |
Entity Registrant Name | Noble Finance Company | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-0366361 | |
Entity Address, Address Line One | 13135 Dairy Ashford, Suite 800 | |
Entity Address, City or Town | Sugar Land | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77478 | |
City Area Code | 281 | |
Local Phone Number | 276-6100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 261,246,093 | |
Entity Central Index Key | 0001169055 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Current assets | |||||||
Cash and cash equivalents | $ 160,175 | $ 194,138 | |||||
Accounts receivable, net | 258,780 | 200,419 | |||||
Taxes receivable | 16,906 | 16,063 | |||||
Prepaid expenses and other current assets | 44,794 | 45,026 | |||||
Total current assets | 480,655 | 455,646 | |||||
Intangible assets | 33,495 | 61,849 | |||||
Property and equipment, at cost | 1,624,636 | 1,555,975 | |||||
Accumulated depreciation | (128,100) | (77,275) | |||||
Property and equipment, net | 1,496,536 | 1,478,700 | |||||
Other assets | 87,260 | 77,247 | |||||
Total assets | 2,097,946 | 2,073,442 | |||||
Current liabilities | |||||||
Accounts payable | 136,144 | 120,389 | |||||
Accrued payroll and related costs | 33,754 | 48,346 | |||||
Taxes payable | 24,322 | 28,735 | |||||
Interest payable | 8,921 | 9,788 | |||||
Other current liabilities | 44,498 | 41,136 | |||||
Total current liabilities | 247,639 | 248,394 | |||||
Long-term debt | 216,000 | 216,000 | |||||
Deferred income taxes | 6,700 | 13,195 | |||||
Other liabilities | 118,813 | 95,226 | |||||
Total liabilities | 589,152 | 572,815 | |||||
Commitments and contingencies | |||||||
Shareholders’ equity | |||||||
Common stock, $0.00001 par value; 67,050 ordinary shares outstanding as of June 30, 2022; 60,172 ordinary shares outstanding as of December 31, 2021 | 1 | 1 | |||||
Additional paid-in capital | 1,402,608 | 1,393,255 | |||||
Retained earnings | 102,383 | 101,982 | |||||
Accumulated other comprehensive income | 3,802 | 5,389 | |||||
Total shareholders’ equity | 1,508,794 | $ 1,465,534 | 1,500,627 | $ 1,385,724 | $ 1,002,562 | $ 1,018,768 | $ (311,388) |
Total liabilities and equity | $ 2,097,946 | $ 2,073,442 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Ordinary shares, shares outstanding (in shares) | 67,050 | 60,172 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Operating revenues | |||||
Operating revenues | $ 77,481 | $ 275,153 | $ 219,343 | $ 311,776 | $ 485,383 |
Operating costs and expenses | |||||
Depreciation and amortization | 20,622 | 26,636 | 25,339 | 39,583 | 52,241 |
General and administrative | 5,727 | 16,687 | 25,030 | 32,957 | 34,211 |
Merger and integration costs | 0 | 9,057 | 6,740 | 8,753 | 18,578 |
(Gain) loss on sale of operating assets, net | 0 | 1,103 | 0 | 0 | (3,459) |
Hurricane losses and (recoveries), net | 0 | (14,407) | 0 | 0 | 2,805 |
Total operating costs and expenses | 76,051 | 227,554 | 263,892 | 374,709 | 472,415 |
Operating income (loss) | 1,430 | 47,599 | (44,549) | (62,933) | 12,968 |
Other income (expense) | |||||
Interest expense, net of amounts capitalized | (229) | (7,715) | (7,863) | (14,758) | (15,395) |
Gain on bargain purchase | 0 | 0 | 64,479 | 64,479 | 0 |
Interest income and other, net | 399 | 1,081 | 6,509 | 6,517 | 1,531 |
Reorganization items, net | 252,051 | 0 | 0 | ||
Income (loss) before income taxes | 253,651 | 40,965 | 18,576 | (6,695) | (896) |
Income tax benefit (provision) | (3,423) | (3,908) | 1,859 | 8,906 | 1,297 |
Net income (loss) | $ 250,228 | $ 37,057 | $ 20,435 | $ 2,211 | $ 401 |
Basic: | |||||
Net income (in usd per share) | $ 1 | $ 0.53 | $ 0.32 | $ 0.04 | $ 0.01 |
Diluted: | |||||
Net income (in usd per share) | $ 0.98 | $ 0.45 | $ 0.30 | $ 0.04 | $ 0 |
Contract drilling services | |||||
Operating revenues | |||||
Operating revenues | $ 74,051 | $ 262,463 | $ 199,897 | $ 284,526 | $ 457,498 |
Operating costs and expenses | |||||
Cost of services | 46,965 | 178,145 | 188,712 | 268,301 | 344,228 |
Reimbursables and other | |||||
Operating revenues | |||||
Operating revenues | 3,430 | 12,690 | 19,446 | 27,250 | 27,885 |
Operating costs and expenses | |||||
Cost of services | $ 2,737 | $ 10,333 | $ 18,071 | $ 25,115 | $ 23,811 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 250,228 | $ 37,057 | $ 20,435 | $ 2,211 | $ 401 |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustments | (116) | 0 | 0 | ||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision | 224 | (1,163) | 168 | 168 | (1,587) |
Other comprehensive income (loss), net | 108 | (1,163) | 168 | 168 | (1,587) |
Comprehensive income (loss) | $ 250,336 | $ 35,894 | $ 20,603 | $ 2,379 | $ (1,186) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | |||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, tax provision | $ 59 | $ 2 | $ 0 | $ 0 | $ 2 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Feb. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash flows from operating activities | |||
Net income | $ 250,228 | $ 2,211 | $ 401 |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | |||
Depreciation and amortization | 20,622 | 39,583 | 52,241 |
Amortization of intangible assets | 0 | 22,715 | 28,354 |
Gain on bargain purchase | 0 | (64,479) | 0 |
(Gain) loss on sale of operating assets, net | 0 | 0 | (6,767) |
Reorganization items, net | (280,790) | 0 | 0 |
Deferred income taxes | 2,501 | (8,150) | (15,730) |
Amortization of share-based compensation | 710 | 6,644 | 13,839 |
Other costs, net | (10,754) | (3,646) | (3,364) |
Changes in components of working capital | |||
Change in taxes receivable | (1,789) | (8,029) | (345) |
Net changes in other operating assets and liabilities | (26,176) | 44,039 | (32,330) |
Net cash provided by (used in) operating activities | (45,448) | 30,888 | 36,299 |
Cash flows from investing activities | |||
Capital expenditures | (14,629) | (75,004) | (79,525) |
Cash acquired in stock-based business combination | 0 | 54,970 | 0 |
Proceeds from disposal of assets, net | 194 | 30,960 | 15,756 |
Net cash provided by (used in) investing activities | (14,435) | 10,926 | (63,769) |
Cash flows from financing activities | |||
Issuance of second lien notes | 200,000 | 0 | 0 |
Borrowings on credit facilities | 177,500 | 40,000 | 0 |
Repayments of credit facilities | (545,000) | (27,500) | 0 |
Debt issuance costs | (23,664) | 0 | 0 |
Warrants exercised | 0 | 271 | 440 |
Taxes withheld on employee stock transactions | (1) | 0 | (4,926) |
Net cash provided by (used in) financing activities | (191,165) | 12,771 | (4,486) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (251,048) | 54,585 | (31,956) |
Cash, cash equivalents and restricted cash, beginning of period | 365,041 | 113,993 | 196,722 |
Cash, cash equivalents and restricted cash, end of period | $ 113,993 | $ 168,578 | $ 164,766 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 251,084 | ||||
Beginning balance at Dec. 31, 2020 | $ (311,388) | $ 2,511 | $ 814,796 | $ (1,070,683) | $ (58,012) |
Employee related equity activity | |||||
Amortization of share-based compensation | 710 | 710 | |||
Issuance of share-based compensation shares (in shares) | 43 | ||||
Issuance of share-based compensation shares | 0 | ||||
Shares withheld for taxes on equity transactions | (1) | (1) | |||
Net income | 250,228 | 250,228 | |||
Other comprehensive income (loss), net | 108 | 108 | |||
Cancellation of Predecessor equity (in shares) | (251,127) | ||||
Cancellation of Predecessor equity | 60,343 | $ (2,511) | (815,505) | 820,455 | 57,904 |
Issuance of Successor common stock and warrants (in shares) | 50,000 | ||||
Issuance of Successor common stock and warrants | 1,018,768 | $ 1 | 1,018,767 | ||
Ending balance (in shares) at Feb. 05, 2021 | 50,000 | ||||
Ending balance at Feb. 05, 2021 | 1,018,768 | $ 1 | 1,018,767 | 0 | 0 |
Employee related equity activity | |||||
Amortization of share-based compensation | 6,644 | 6,644 | |||
Exchange of common stock for penny warrants (in shares) | (6,463) | ||||
Exercise of common stock warrants (in shares) | 13 | ||||
Exercise of common stock warrants | 271 | 271 | |||
Issuance of common stock for Pacific Drilling merger (in shares) | 16,600 | ||||
Issuance of common stock for Pacific Drilling merger | 357,662 | 357,662 | |||
Net income | 2,211 | 2,211 | |||
Other comprehensive income (loss), net | 168 | 168 | |||
Ending balance (in shares) at Jun. 30, 2021 | 60,150 | ||||
Ending balance at Jun. 30, 2021 | 1,385,724 | $ 1 | 1,383,344 | 2,211 | 168 |
Beginning balance (in shares) at Mar. 31, 2021 | 43,537 | ||||
Beginning balance at Mar. 31, 2021 | 1,002,562 | $ 1 | 1,020,785 | (18,224) | 0 |
Employee related equity activity | |||||
Amortization of share-based compensation | 4,626 | 4,626 | |||
Exercise of common stock warrants (in shares) | 13 | ||||
Exercise of common stock warrants | 271 | 271 | |||
Issuance of common stock for Pacific Drilling merger (in shares) | 16,600 | ||||
Issuance of common stock for Pacific Drilling merger | 357,662 | 357,662 | |||
Net income | 20,435 | 20,435 | |||
Other comprehensive income (loss), net | 168 | 168 | |||
Ending balance (in shares) at Jun. 30, 2021 | 60,150 | ||||
Ending balance at Jun. 30, 2021 | $ 1,385,724 | $ 1 | 1,383,344 | 2,211 | 168 |
Beginning balance (in shares) at Dec. 31, 2021 | 60,172 | 60,172 | |||
Beginning balance at Dec. 31, 2021 | $ 1,500,627 | $ 1 | 1,393,255 | 101,982 | 5,389 |
Employee related equity activity | |||||
Amortization of share-based compensation | 13,839 | 13,839 | |||
Issuance of share-based compensation shares (in shares) | 365 | ||||
Issuance of share-based compensation shares | 0 | ||||
Shares withheld for taxes on equity transactions | (4,926) | (4,926) | |||
Exercise of common stock warrants (in shares) | 6,513 | ||||
Exercise of common stock warrants | 440 | 440 | |||
Net income | 401 | 401 | |||
Other comprehensive income (loss), net | $ (1,587) | (1,587) | |||
Ending balance (in shares) at Jun. 30, 2022 | 67,050 | 67,050 | |||
Ending balance at Jun. 30, 2022 | $ 1,508,794 | $ 1 | 1,402,608 | 102,383 | 3,802 |
Beginning balance (in shares) at Mar. 31, 2022 | 63,072 | ||||
Beginning balance at Mar. 31, 2022 | 1,465,534 | $ 1 | 1,395,242 | 65,326 | 4,965 |
Employee related equity activity | |||||
Amortization of share-based compensation | 7,044 | 7,044 | |||
Exercise of common stock warrants (in shares) | 3,978 | ||||
Exercise of common stock warrants | 322 | 322 | |||
Net income | 37,057 | 37,057 | |||
Other comprehensive income (loss), net | $ (1,163) | (1,163) | |||
Ending balance (in shares) at Jun. 30, 2022 | 67,050 | 67,050 | |||
Ending balance at Jun. 30, 2022 | $ 1,508,794 | $ 1 | $ 1,402,608 | $ 102,383 | $ 3,802 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - Finco - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 160,175 | $ 194,138 |
Accounts receivable, net | 258,780 | 200,419 |
Taxes receivable | 16,906 | 16,063 |
Prepaid expenses and other current assets | 44,794 | 45,026 |
Total current assets | 480,655 | 455,646 |
Intangible assets | 33,495 | 61,849 |
Property and equipment, at cost | 1,624,636 | 1,555,975 |
Accumulated depreciation | (128,100) | (77,275) |
Property and equipment, net | 1,496,536 | 1,478,700 |
Other assets | 87,260 | 77,247 |
Total assets | 2,097,946 | 2,073,442 |
Current liabilities | ||
Accounts payable | 136,144 | 120,389 |
Accrued payroll and related costs | 33,754 | 48,346 |
Taxes payable | 24,322 | 28,735 |
Interest payable | 8,921 | 9,788 |
Other current liabilities | 44,498 | 41,136 |
Total current liabilities | 247,639 | 248,394 |
Long-term debt | 216,000 | 216,000 |
Deferred income taxes | 6,700 | 13,195 |
Other liabilities | 118,813 | 95,226 |
Total liabilities | 589,152 | 572,815 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common stock, $0.10 par value; 261,246 ordinary shares outstanding as of June 30, 2022 and December 31, 2021 | 1 | 1 |
Capital in excess of par value | 1,402,608 | 1,393,255 |
Retained earnings | 102,383 | 101,982 |
Accumulated other comprehensive income | 3,802 | 5,389 |
Total shareholders’ equity | 1,508,794 | 1,500,627 |
Total liabilities and equity | 2,097,946 | 2,073,442 |
Noble Finance Company | ||
Current assets | ||
Cash and cash equivalents | 158,449 | 192,636 |
Accounts receivable, net | 258,780 | 200,419 |
Taxes receivable | 16,906 | 16,063 |
Prepaid expenses and other current assets | 37,530 | 36,545 |
Total current assets | 471,665 | 445,663 |
Intangible assets | 33,495 | 61,849 |
Property and equipment, at cost | 1,624,636 | 1,555,975 |
Accumulated depreciation | (128,100) | (77,275) |
Property and equipment, net | 1,496,536 | 1,478,700 |
Other assets | 87,260 | 77,247 |
Total assets | 2,088,956 | 2,063,459 |
Current liabilities | ||
Accounts payable | 126,654 | 116,030 |
Accrued payroll and related costs | 33,754 | 48,346 |
Taxes payable | 24,322 | 28,735 |
Interest payable | 8,921 | 9,788 |
Other current liabilities | 44,206 | 40,949 |
Total current liabilities | 237,857 | 243,848 |
Long-term debt | 216,000 | 216,000 |
Deferred income taxes | 6,700 | 13,195 |
Other liabilities | 118,813 | 94,998 |
Total liabilities | 579,370 | 568,041 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common stock, $0.10 par value; 261,246 ordinary shares outstanding as of June 30, 2022 and December 31, 2021 | 26,125 | 26,125 |
Capital in excess of par value | 1,407,249 | 1,393,410 |
Retained earnings | 72,410 | 70,494 |
Accumulated other comprehensive income | 3,802 | 5,389 |
Total shareholders’ equity | 1,509,586 | 1,495,418 |
Total liabilities and equity | $ 2,088,956 | $ 2,063,459 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Finco - $ / shares shares in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Ordinary shares, shares outstanding (in shares) | 67,050 | 60,172 |
Noble Finance Company | ||
Common stock, par value (in usd per share) | $ 0.10 | $ 0.10 |
Ordinary shares, shares outstanding (in shares) | 261,246 | 261,246 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Finco - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Operating revenues | |||||
Operating revenues | $ 77,481 | $ 275,153 | $ 219,343 | $ 311,776 | $ 485,383 |
Operating costs and expenses | |||||
Depreciation and amortization | 20,622 | 26,636 | 25,339 | 39,583 | 52,241 |
General and administrative | 5,727 | 16,687 | 25,030 | 32,957 | 34,211 |
Merger and integration costs | 0 | 9,057 | 6,740 | 8,753 | 18,578 |
(Gain) loss on sale of operating assets, net | 0 | 1,103 | 0 | 0 | (3,459) |
Hurricane losses and (recoveries), net | 0 | (14,407) | 0 | 0 | 2,805 |
Total operating costs and expenses | 76,051 | 227,554 | 263,892 | 374,709 | 472,415 |
Operating income (loss) | 1,430 | 47,599 | (44,549) | (62,933) | 12,968 |
Other income (expense) | |||||
Interest expense, net of amounts capitalized | (229) | (7,715) | (7,863) | (14,758) | (15,395) |
Interest income and other, net | 399 | 1,081 | 6,509 | 6,517 | 1,531 |
Reorganization items, net | 252,051 | 0 | 0 | ||
Income (loss) before income taxes | 253,651 | 40,965 | 18,576 | (6,695) | (896) |
Income tax (provision) benefit | (3,423) | (3,908) | 1,859 | 8,906 | 1,297 |
Net income (loss) | 250,228 | 37,057 | 20,435 | 2,211 | 401 |
Contract drilling services | |||||
Operating revenues | |||||
Operating revenues | 74,051 | 262,463 | 199,897 | 284,526 | 457,498 |
Operating costs and expenses | |||||
Cost of services | 46,965 | 178,145 | 188,712 | 268,301 | 344,228 |
Reimbursables and other | |||||
Operating revenues | |||||
Operating revenues | 3,430 | 12,690 | 19,446 | 27,250 | 27,885 |
Operating costs and expenses | |||||
Cost of services | 2,737 | 10,333 | 18,071 | 25,115 | 23,811 |
Noble Finance Company | |||||
Operating revenues | |||||
Operating revenues | 77,481 | 275,153 | 219,343 | 311,776 | 485,383 |
Operating costs and expenses | |||||
Depreciation and amortization | 20,631 | 26,605 | 25,330 | 39,573 | 52,187 |
General and administrative | 5,729 | 12,065 | 14,307 | 18,918 | 28,035 |
Merger and integration costs | 0 | 0 | 2,950 | 2,950 | 395 |
(Gain) loss on sale of operating assets, net | 0 | 0 | (4,562) | ||
Hurricane losses and (recoveries), net | 0 | (14,407) | 0 | 0 | 2,805 |
Total operating costs and expenses | 75,800 | 212,130 | 248,535 | 353,794 | 445,860 |
Operating income (loss) | 1,681 | 63,023 | (29,192) | (42,018) | 39,523 |
Other income (expense) | |||||
Interest expense, net of amounts capitalized | (229) | (7,715) | (7,863) | (14,758) | (15,395) |
Interest income and other, net | 400 | 1,084 | 6,506 | 6,514 | 1,534 |
Reorganization items, net | 195,395 | 0 | 0 | ||
Income (loss) before income taxes | 197,247 | 56,392 | (30,549) | (50,262) | 25,662 |
Income tax (provision) benefit | (3,422) | (3,908) | 1,859 | 8,906 | 1,297 |
Net income (loss) | 193,825 | 52,484 | (28,690) | (41,356) | 26,959 |
Noble Finance Company | Contract drilling services | |||||
Operating revenues | |||||
Operating revenues | 74,051 | 262,463 | 199,897 | 284,526 | 457,498 |
Operating costs and expenses | |||||
Cost of services | 46,703 | 177,534 | 187,877 | 267,238 | 343,189 |
Noble Finance Company | Reimbursables and other | |||||
Operating revenues | |||||
Operating revenues | 3,430 | 12,690 | 19,446 | 27,250 | 27,885 |
Operating costs and expenses | |||||
Cost of services | $ 2,737 | $ 10,333 | $ 18,071 | $ 25,115 | $ 23,811 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - Finco - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Net income (loss) | $ 250,228 | $ 37,057 | $ 20,435 | $ 2,211 | $ 401 |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustments | (116) | 0 | 0 | ||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision | 224 | (1,163) | 168 | 168 | (1,587) |
Other comprehensive income (loss), net | 108 | (1,163) | 168 | 168 | (1,587) |
Comprehensive income (loss) | 250,336 | 35,894 | 20,603 | 2,379 | (1,186) |
Noble Finance Company | |||||
Net income (loss) | 193,825 | 52,484 | (28,690) | (41,356) | 26,959 |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustments | (116) | 0 | 0 | ||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision | 224 | (1,163) | 168 | 168 | (1,587) |
Other comprehensive income (loss), net | 108 | (1,163) | 168 | 168 | (1,587) |
Comprehensive income (loss) | $ 193,933 | $ 51,321 | $ (28,522) | $ (41,188) | $ 25,372 |
CONDENSED CONSOLIDATED STATEM_8
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - Finco - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, tax provision | $ 59 | $ 2 | $ 0 | $ 0 | $ 2 |
Noble Finance Company | |||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, tax provision | $ 59 | $ 2 | $ 0 | $ 0 | $ 2 |
CONDENSED CONSOLIDATED STATEM_9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Finco - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Feb. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash flows from operating activities | |||
Net income (loss) | $ 250,228 | $ 2,211 | $ 401 |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | |||
Depreciation and amortization | 20,622 | 39,583 | 52,241 |
Amortization of intangible assets | 0 | 22,715 | 28,354 |
(Gain) loss on sale of operating assets, net | 0 | 0 | (6,767) |
Reorganization items, net | (280,790) | 0 | 0 |
Deferred income taxes | 2,501 | (8,150) | (15,730) |
Amortization of share-based compensation | 710 | 6,644 | 13,839 |
Other costs, net | (10,754) | (3,646) | (3,364) |
Changes in components of working capital | |||
Change in taxes receivable | (1,789) | (8,029) | (345) |
Net changes in other operating assets and liabilities | (26,176) | 44,039 | (32,330) |
Net cash provided by (used in) operating activities | (45,448) | 30,888 | 36,299 |
Cash flows from investing activities | |||
Capital expenditures | (14,629) | (75,004) | (79,525) |
Proceeds from disposal of assets, net | 194 | 30,960 | 15,756 |
Net cash provided by (used in) investing activities | (14,435) | 10,926 | (63,769) |
Cash flows from financing activities | |||
Issuance of second lien notes | 200,000 | 0 | 0 |
Borrowings on credit facilities | 177,500 | 40,000 | 0 |
Repayments of credit facilities | (545,000) | (27,500) | 0 |
Debt issuance costs | (23,664) | 0 | 0 |
Net cash provided by (used in) financing activities | (191,165) | 12,771 | (4,486) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (251,048) | 54,585 | (31,956) |
Cash, cash equivalents and restricted cash, beginning of period | 365,041 | 113,993 | 196,722 |
Cash, cash equivalents and restricted cash, end of period | 113,993 | 168,578 | 164,766 |
Noble Finance Company | |||
Cash flows from operating activities | |||
Net income (loss) | 193,825 | (41,356) | 26,959 |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | |||
Depreciation and amortization | 20,631 | 39,573 | 52,187 |
Amortization of intangible assets | 0 | 22,715 | 28,354 |
(Gain) loss on sale of operating assets, net | 0 | 0 | (6,767) |
Reorganization items, net | (203,490) | 0 | 0 |
Deferred income taxes | 2,501 | (8,150) | (15,730) |
Amortization of share-based compensation | 710 | 6,644 | 13,839 |
Other costs, net | (3,054) | (3,646) | (3,364) |
Changes in components of working capital | |||
Change in taxes receivable | (1,789) | (8,029) | (345) |
Net changes in other operating assets and liabilities | (21,808) | 42,313 | (38,501) |
Net cash provided by (used in) operating activities | (12,474) | 50,064 | 56,632 |
Cash flows from investing activities | |||
Capital expenditures | (14,629) | (75,004) | (79,525) |
Proceeds from disposal of assets, net | 194 | 30,960 | 15,756 |
Net cash provided by (used in) investing activities | (14,435) | (44,044) | (63,769) |
Cash flows from financing activities | |||
Issuance of second lien notes | 200,000 | 0 | 0 |
Borrowings on credit facilities | 177,500 | 40,000 | 0 |
Repayments of credit facilities | (545,000) | (27,500) | 0 |
Debt issuance costs | (10,139) | 0 | 0 |
Cash contributed by parent in connection with Pacific Drilling merger | 0 | 54,970 | 0 |
Distributions to parent company, net | (26,503) | (18,905) | (25,043) |
Net cash provided by (used in) financing activities | (204,142) | 48,565 | (25,043) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (231,051) | 54,585 | (32,180) |
Cash, cash equivalents and restricted cash, beginning of period | 345,044 | 113,993 | 195,220 |
Cash, cash equivalents and restricted cash, end of period | $ 113,993 | $ 168,578 | $ 163,040 |
CONDENSED CONSOLIDATED STATE_10
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - Finco - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Noble Finance Company | Noble Finance Company Common stock | Noble Finance Company Additional Paid-in Capital | Noble Finance Company Retained Earnings (Accumulated Deficit) | Noble Finance Company Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 251,084 | 261,246 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (311,388) | $ 2,511 | $ 814,796 | $ (1,070,683) | $ (58,012) | $ (213,392) | $ 26,125 | $ 766,714 | $ (948,219) | $ (58,012) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Distributions to parent company, net | (26,503) | (26,503) | ||||||||
Capital contribution by parent - share-based compensation | 710 | 710 | ||||||||
Net income (loss) | 250,228 | 250,228 | 193,825 | 193,825 | ||||||
Other comprehensive income (loss), net | 108 | 108 | 108 | 108 | ||||||
Elimination of Predecessor equity | 60,343 | $ (2,511) | (815,505) | 820,455 | 57,904 | 1,061,402 | 222,601 | 780,897 | 57,904 | |
Ending balance (in shares) at Feb. 05, 2021 | 50,000 | 261,246 | ||||||||
Ending balance at Feb. 05, 2021 | 1,018,768 | $ 1 | 1,018,767 | 0 | 0 | 1,016,150 | $ 26,125 | 990,025 | 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Distributions to parent company, net | (18,905) | (18,905) | ||||||||
Capital contribution by parent - share-based compensation | 6,644 | 6,644 | ||||||||
Capital contribution by parent - Pacific Drilling merger | 422,141 | 422,141 | ||||||||
Net income (loss) | 2,211 | 2,211 | (41,356) | (41,356) | ||||||
Other comprehensive income (loss), net | 168 | 168 | 168 | 168 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 60,150 | 261,246 | ||||||||
Ending balance at Jun. 30, 2021 | 1,385,724 | $ 1 | 1,383,344 | 2,211 | 168 | 1,384,842 | $ 26,125 | 1,399,905 | (41,356) | 168 |
Beginning balance (in shares) at Mar. 31, 2021 | 43,537 | 261,246 | ||||||||
Beginning balance at Mar. 31, 2021 | 1,002,562 | $ 1 | 1,020,785 | (18,224) | 0 | 1,002,743 | $ 26,125 | 989,284 | (12,666) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Distributions to parent company, net | (16,146) | (16,146) | ||||||||
Capital contribution by parent - share-based compensation | 4,626 | 4,626 | ||||||||
Capital contribution by parent - Pacific Drilling merger | 422,141 | 422,141 | ||||||||
Net income (loss) | 20,435 | 20,435 | (28,690) | (28,690) | ||||||
Other comprehensive income (loss), net | 168 | 168 | 168 | 168 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 60,150 | 261,246 | ||||||||
Ending balance at Jun. 30, 2021 | $ 1,385,724 | $ 1 | 1,383,344 | 2,211 | 168 | $ 1,384,842 | $ 26,125 | 1,399,905 | (41,356) | 168 |
Beginning balance (in shares) at Dec. 31, 2021 | 60,172 | 60,172 | 261,246 | 261,246 | ||||||
Beginning balance at Dec. 31, 2021 | $ 1,500,627 | $ 1 | 1,393,255 | 101,982 | 5,389 | $ 1,495,418 | $ 26,125 | 1,393,410 | 70,494 | 5,389 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Distributions to parent company, net | (25,043) | (25,043) | ||||||||
Capital contribution by parent - share-based compensation | 13,839 | 13,839 | ||||||||
Net income (loss) | 401 | 401 | 26,959 | 26,959 | ||||||
Other comprehensive income (loss), net | $ (1,587) | (1,587) | $ (1,587) | (1,587) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 67,050 | 67,050 | 261,246 | 261,246 | ||||||
Ending balance at Jun. 30, 2022 | $ 1,508,794 | $ 1 | 1,402,608 | 102,383 | 3,802 | $ 1,509,586 | $ 26,125 | 1,407,249 | 72,410 | 3,802 |
Beginning balance (in shares) at Mar. 31, 2022 | 63,072 | 261,246 | ||||||||
Beginning balance at Mar. 31, 2022 | 1,465,534 | $ 1 | 1,395,242 | 65,326 | 4,965 | 1,467,872 | $ 26,125 | 1,400,205 | 36,577 | 4,965 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Distributions to parent company, net | (16,651) | (16,651) | ||||||||
Capital contribution by parent - share-based compensation | 7,044 | 7,044 | ||||||||
Net income (loss) | 37,057 | 37,057 | 52,484 | 52,484 | ||||||
Other comprehensive income (loss), net | $ (1,163) | (1,163) | $ (1,163) | (1,163) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 67,050 | 67,050 | 261,246 | 261,246 | ||||||
Ending balance at Jun. 30, 2022 | $ 1,508,794 | $ 1 | $ 1,402,608 | $ 102,383 | $ 3,802 | $ 1,509,586 | $ 26,125 | $ 1,407,249 | $ 72,410 | $ 3,802 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1— Organization and Basis of Presentation Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble” or “Successor”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of June 30, 2022, our fleet of 19 drilling rigs consisted of 11 floaters and eight jackups. We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world. On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Noble Finance Company (formerly known as Noble Corporation), a Cayman Islands company (“Finco”), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement. On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al . (Case No. 20-33826) (the “Chapter 11 Cases”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble became the new parent company. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down. Noble is the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Exchange Act. References to the “Company,” “we,” “us” or “our” in this Quarterly Report are to Noble, together with its consolidated subsidiaries, when referring to periods following the Effective Date, and to Legacy Noble, together with its consolidated subsidiaries, when referring to periods prior to the Effective Date. Upon emergence, the Company applied fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”). The application of fresh start accounting resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and prior to that date. Finco was an indirect, wholly-owned subsidiary of Legacy Noble prior to the Effective Date and has been a direct, wholly-owned subsidiary of Noble, our parent company, since the Effective Date. Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The condensed consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through Finco and its subsidiaries. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires. The accompanying unaudited condensed consolidated financial statements of Noble and Finco have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2021 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 2021 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 2— Acquisitions and Divestitures Proposed Business Combination with Maersk Drilling On November 10, 2021, Noble entered into a Business Combination Agreement (the “Business Combination Agreement”) with Noble Finco Limited, a private limited company formed under the laws of England and Wales and an indirect, wholly owned subsidiary of Noble (now known as Noble Corporation plc, “Topco”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Topco (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), pursuant to which, among other things, (i) (x) Noble will merge with and into Merger Sub (the “Maersk Drilling Merger”), with Merger Sub surviving the Maersk Drilling Merger as a wholly owned subsidiary of Topco, and (y) the ordinary shares of Noble with a nominal value of $0.00001 per share (“Ordinary Shares”) will convert into an equivalent number of class A ordinary shares, par value $0.00001 per share, of Topco (the “Topco Shares”), and (ii) (x) Topco has made a voluntary tender exchange offer to Maersk Drilling’s shareholders as described below (the “Offer” and, together with the Maersk Drilling Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and (y) upon the consummation of the Offer, if more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), are acquired by Topco, Topco will redeem any Maersk Drilling Shares not exchanged in the Offer by Topco for, at the election of the holder, either Topco Shares or cash (or, for those holders that do not make an election, only cash), under Danish law by way of a compulsory purchase. The board of directors of Noble (the “Board”) and the board of directors of Maersk Drilling (the “Maersk Drilling Board”) have unanimously approved and adopted the Business Combination Agreement. Noble shareholders have approved and adopted the Business Combination Agreement and approved the Business Combination. The Business Combination is subject to acceptance of the Offer by holders of at least 80% of Maersk Drilling Shares, merger clearance and other regulatory approvals, listing on the New York Stock Exchange and Nasdaq Copenhagen A/S and other customary conditions. Following the closing of the Business Combination, assuming all of the Maersk Drilling Shares are acquired by Topco through the Offer and no cash is paid by Topco in the Offer, Topco will own all of Noble’s and Maersk Drilling’s respective businesses and the former shareholders of Noble and former shareholders of Maersk Drilling will each own approximately 50% of the outstanding Topco Shares. Topco will acquire a majority of the Maersk Drilling Shares following the closing of the Offer and it is possible that Topco will directly or indirectly own other assets and conduct other activities in the future at the discretion of Topco management. Topco is a public limited company domiciled (tax resident) in the United Kingdom and will be headquartered in Houston, Texas. Topco is expected to have certain management functions relating to the holding of shares, financing, cash management, incentive compensation and other relevant holding company functions. In addition, the board of directors of Topco (the “Topco Board”) will initially be comprised of seven individuals: three individuals designated by Maersk Drilling (Claus V. Hemmingsen, the current Chairman of the Maersk Drilling Board, Kristin H. Holth and Alastair Maxwell), three individuals designated by Noble (Charles M. (Chuck) Sledge, the current Chairman of the Board, who will become Chairman of the combined company, Alan J. Hirshberg and Ann D. Pickard) and Robert W. Eifler, the Chief Executive Officer of Noble, who will serve as the Chief Executive Officer of the combined company. Topco will apply to have the Topco Shares listed on the New York Stock Exchange and on Nasdaq Copenhagen A/S. At the effective time of the Maersk Drilling Merger (the “Maersk Drilling Merger Effective Time”), subject to the terms and conditions set forth in the Business Combination Agreement, (i) each Ordinary Share of Noble issued and outstanding immediately prior to the Maersk Drilling Merger Effective Time will be converted into one newly and validly issued, fully paid and non-assessable Topco Share, (ii) each ordinary share purchase warrant to purchase Ordinary Shares (each, a “Penny Warrant”) outstanding immediately prior to the Maersk Drilling Merger Effective Time will cease to represent the right to acquire Ordinary Shares and will be automatically cancelled, converted into and exchanged for a number of Topco Shares equal to the number of Ordinary Shares underlying such Penny Warrant, rounded to the nearest whole share, and (iii) each Emergence Warrant (as defined herein) outstanding immediately prior to the Maersk Drilling Merger Effective Time will be converted automatically into a warrant to acquire a number of Topco Shares equal to the number of Ordinary Shares underlying such Emergence Warrant, with the same terms as were in effect immediately prior to the Maersk Drilling Merger Effective Time under the terms of the applicable warrant agreement. In addition, each award of restricted share units representing the right to receive Ordinary Shares, or value based on the value of Ordinary Shares (each, a “Noble RSU Award”) that is outstanding immediately prior to the Maersk Drilling Merger Effective Time will cease to represent a right to acquire Ordinary Shares (or value equivalent to Ordinary Shares) and will be exchanged for restricted share units representing the right to acquire, on the same terms and conditions as were applicable under the Noble RSU Award (including any vesting conditions), that number of Topco Shares equal to the number of Ordinary Shares subject to such Noble RSU Award immediately prior to the Maersk Drilling Merger Effective Time. Subject to the terms and conditions set forth in the Business Combination Agreement, following the approval of certain regulatory filings with the Danish Financial Supervisory Authority, Topco has commenced the Offer to acquire up to 100% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling, not including any treasury shares held by Maersk Drilling. The Offer is conditioned upon, among other things, holders of at least 80% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling tendering their shares in the Offer (which percentage may be lowered by Topco in its sole discretion to not less than 70%) (the “Minimum Acceptance Condition”). In the Offer, Maersk Drilling shareholders may exchange each Maersk Drilling Share for 1.6137 newly and validly issued, fully paid and non-assessable Topco Shares (the “Exchange Ratio”), and will have the ability to elect cash consideration for up to $1,000 of their Maersk Drilling Shares (payable in DKK), subject to an aggregate cash consideration cap of $50 million. A Maersk Drilling shareholder electing to receive the cash consideration will receive, as applicable, (i) $1,000 for the applicable portion of their Maersk Drilling Shares, or (ii) the amount corresponding to the total holding of their Maersk Drilling Shares if such holding of Maersk Drilling Shares represents a value of less than $1,000 in the aggregate, subject to any reduction under the cap described in the preceding sentence. A Maersk Drilling shareholder holding Maersk Drilling Shares exceeding a value of $1,000 in the aggregate cannot elect to receive less than $1,000 in cash consideration if the cash consideration in lieu of Topco Shares is elected. Each of Maersk Drilling and Topco will take steps to procure that each Maersk Drilling restricted stock unit award (a “Maersk Drilling RSU Award”) that is outstanding immediately prior to the acceptance time of the Offer (the “Acceptance Time”) is exchanged, at the Acceptance Time, with the right to receive, on the same terms and conditions as were applicable under the Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019 and the Maersk Drilling RSU Long-Term Incentive Programme 2019 (including any vesting conditions), that number of Topco Shares equal to the product of (1) the number of Maersk Drilling Shares subject to such Maersk Drilling RSU Award immediately prior to the Acceptance Time and (2) the Exchange Ratio, with any fractional Maersk Drilling Shares rounded to the nearest whole share. Upon such exchange, Maersk Drilling RSU Awards will cease to represent a right to receive Maersk Drilling Shares (or value equivalent to Maersk Drilling Shares). The Business Combination Agreement contains customary warranties and covenants by Noble, Topco, Merger Sub and Maersk Drilling. The Business Combination Agreement also contains customary pre-closing covenants. Topco’s obligation to accept for payment or, subject to any applicable rules and regulations of Denmark, pay for any Maersk Drilling Shares that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer is subject to certain customary conditions, including, among others, that the Minimum Acceptance Condition shall have been satisfied. Maersk Drilling may require that Topco does not accept for payment or, subject to any applicable rules and regulations of Denmark, pay for the Maersk Drilling Shares that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer if certain customary conditions are not met. The Business Combination Agreement contains certain termination rights for both Noble and Maersk Drilling. The Business Combination Agreement has been unconditionally approved by the competition authorities in Angola, Brazil, Norway, and the Republic of Trinidad & Tobago. Accordingly, the only outstanding pre-closing merger control clearances is in the UK. The merger control process for obtaining clearance in the UK remains ongoing following the UK Competition and Markets Authority’s (“UK CMA”) Phase 1 decision on April 22, 2022 pursuant to which the UK CMA stated that the transaction gives rise to a realistic prospect of a substantial lessening of competition and that a remedy would be required to avoid a reference to a Phase 2 review. On June 23, 2022, Noble and certain subsidiaries of Noble entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) to sell certain jackup rigs which have operated in the North Sea (the “Remedy Rigs”) to a newly formed subsidiary (“Buyer”) of Shelf Drilling, Ltd. whose obligations under the Asset Purchase Agreement will be guaranteed by Shelf Drilling, for a purchase price of $375 million in cash, subject to adjustment as provided in the Asset Purchase Agreement (the “Rig Transaction”). The Remedy Rigs comprise the Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert , and the Noble Lloyd Noble . The Rig Transaction, which is subject to approval of the UK CMA, is intended to address the potential concerns identified by the UK CMA in the Phase 1 review of the Business Combination. Closing of the Rig Transaction is anticipated to occur on October 3, 2022. The duration and outcome of the UK CMA review process remains uncertain. If the Buyer, the Asset Purchase Agreement and the above remedy proposal are accepted by the UK CMA, closing of the Business Combination is anticipated to occur on October 3, 2022, subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement. Pacific Drilling Merger On April 15, 2021, Noble purchased Pacific Drilling Company LLC (“Pacific Drilling”), an international offshore drilling contractor, in an all-stock transaction (the “Pacific Drilling Merger”) . Pursuant to the terms and conditions set forth in an Agreement and Plan of Merger dated March 25, 2021 (the “Pacific Drilling Merger Agreement”), (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the effective time of the Pacific Drilling Merger was converted into the right to receive 1.553 Ordinary Shares. As part of the transaction, Pacific Drilling’s equity holders received 16.6 million Ordinary Shares, or approximately 24.9% of the outstanding Ordinary Shares and Penny Warrants at closing. In connection with this acquisition, the Company acquired seven floaters and subsequently sold two floaters in June 2021 for net proceeds of $29.7 million. The results of Pacific Drilling’s operations are included in the Company’s results of operations effective April 15, 2021. The transaction was accounted for using the acquisition method of accounting under ASC Topic 805, Business Combinations, with Noble being treated as the accounting acquirer. As of March 31, 2022, we completed our fair value assessments of assets acquired and liabilities assumed, with no changes from our preliminary allocation reported in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Accounting Pronouncements
Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Pronouncements | Note 3— Accounting Pronouncements Accounting Standards Adopted In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. We adopted ASU No. 2021-08, effective January 1, 2022. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our condensed consolidated financial statements. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 4— Income (Loss) Per Share The following table presents the computation of basic and diluted loss per share for Noble: Successor Predecessor Period From Period From Six Months February 6, 2021 January 1, 2021 Three Months Ended June 30, Ended through through 2022 2021 June 30, 2022 June 30, 2021 February 5, 2021 Numerator: Basic Net income $ 37,057 $ 20,435 $ 401 $ 2,211 $ 250,228 Diluted Net income $ 37,057 $ 20,435 $ 401 $ 2,211 $ 250,228 Denominator: Weighted average shares outstanding – basic 69,789 64,048 68,722 58,816 251,115 Dilutive effect of share-based awards 3,378 3,114 3,378 3,114 5,456 Dilutive effect of warrants 9,535 884 9,185 169 — Weighted average shares outstanding – diluted 82,702 68,046 81,285 62,099 256,571 Per share data Basic: Net income $ 0.53 $ 0.32 $ 0.01 $ 0.04 $ 1.00 Diluted: Net income $ 0.45 $ 0.30 $ — $ 0.04 $ 0.98 Only those items having a dilutive impact on our basic loss per share are included in diluted loss per share. The following table displays the share-based instruments that have been excluded from diluted income or loss per share since the effect would have been anti-dilutive: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended June 30, Six Months Ended through through 2022 2021 June 30, 2022 June 30, 2021 February 5, 2021 Share-based awards — — — — 556 Warrants (1) 2,778 11,104 2,778 11,104 — (1) Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable. Share capital Successor Share capital On the Effective Date, pursuant to the Plan, Noble issued 50 million Ordinary Shares. Subse quent to the Effective Date, approximately 6.5 million Ordinary Shares were exchanged for Penny Warrants to purchase up to approximately 6.5 million Ordinary shares, with an exercise price of $0.01 per share. Ordinary Shares issuable upon the exercise of Penny Warrants were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants. As of June 30, 2022, Noble had approximately 67.1 million Ordinary Shares outstanding as compared to approximately 60.2 million Ordinary Shares outstanding at December 31, 2021. Pursuant to the Memorandum of Association of Noble Corporation, the share capital of Noble is $6,000 divided into 500,000,000 ordinary shares of a par value of $0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as the Board may determine from time to time. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions and other factors deemed relevant by our current Board of Directors. In accordance with the Plan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of Legacy Noble’s equity interests outstanding prior to the Effective Date, including all equity-based awards, were cancelled and all such equity interests have no further force or effect after the Effective Date. Pursuant to the Plan, the holders of Legacy Noble’s ordinary shares, par value $0.01 per share, outstanding prior to the Effective Date received their pro rata share of the Tranche 3 Warrants (as defined herein) to acquire Ordinary Shares. Warrants At June 30, 2022, we had outstanding 6.3 million seven-year warrants with Black-Scholes protection (the “ Tranche 1 Warrants”), 5.6 million seven-year warrants with Black-Scholes protection (the “ Tranche 2 Warrants”) and 2.8 million five-year warrants with no Black-Sholes protection (the “ Tranche 3 Warrants” and, together with the Tranche 1 Warrants and the Tranche 2 Warrants, the “Emergence Warrants”) . The Tranche 1 Warrants are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the Tranche 2 Warrants are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant and the Tranche 3 Warrants are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant (in each case as may be adjusted from time to time pursuant to the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2028 and the Tranche 3 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2026. The Tranche 1 Warrants and the Tranche 2 Warrants have Black-Scholes protections, including in the event of a Fundamental Transaction (as defined in the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants also provide that while the Mandatory Exercise Condition (as defined in the applicable warrant agreement) set forth in the applicable warrant agreement has occurred and is continuing, Noble or the holders of Tranche 1 Warrants or Tranche 2 Warrants representing at least 20% of such tranche (the “Required Mandatory Exercise Warrantholders”) have the right and option (but not the obligation) to cause all or a portion of the warrants to be exercised on a cashless basis. In the case of Noble, under the Mandatory Exercise Condition, all of the Tranche 1 Warrants or the Tranche 2 Warrants (as applicable) would be exercised. In the case of the electing Required Mandatory Exercise Warrantholders, under the Mandatory Exercise Condition, all of their respective Tranche 1 Warrants or Tranche 2 Warrants (as applicable) would be exercised. Mandatory exercises entitle the holder of each warrant subject thereto to (i) the number of Ordinary Shares issuable upon exercise of such warrant on a cashless basis and (ii) an amount payable in cash, Ordinary Shares or a |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5— Property and Equipment Property and equipment, at cost, for Noble consisted of the following: Successor June 30, 2022 December 31, 2021 Drilling equipment and facilities $ 1,564,754 $ 1,467,772 Construction in progress 47,764 77,363 Other 12,118 10,840 Property and equipment, at cost $ 1,624,636 $ 1,555,975 Capital expenditures, including capitalized interest, during the three and six months ended June 30, 2022, the period from February 6 through December 31, 2021 and the period from January 1 through February 5, 2021 totale d $31.3 million, $76.1 million , $159.9 million and $10.3 million, respectively. During the three and six months ended June 30, 2022, the period from February 6 through December 31, 2021 and the period from January 1 through February 5, 2021, capitalized interest was zero, zero, $2.0 million and zero, respectively. In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. However, during transit, the lower marine riser package and a number of riser joints separated from the rig, and certain other damage occurred. Due to the environmental conditions, a number of crew members were treated for injuries and released from medical care. The Company gave force majeure notice to the customer of the Noble Globetrotter II in accordance with the governing drilling services contract. The Company has insurance coverage for property damage to rigs due to named storms in the US Gulf of Mexico with a $10.0 million deductible per occurrence and a $50.0 million annual limit; however, our insurance policies may not adequately cover our losses, and related claims, which could adversely affect our business. Timing differences are likely to exist between the damage costs, capital expenditures made to repair or restore properties and recognition and receipt of insurance proceeds reflected in the Company’s financial statements. We received $16.6 million and $7.5 million of insurance proceeds during the second quarter of 2022 and the fourth quarter of 2021, respectively. The Company assessed the damage sustained on the Noble Globetrotter II , which resulted in $5.4 million of assets written off in the third quarter of 2021. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations. See “Note 12— Commitments and Contingencies” for additional information. For the three months ended March 31, 2022, we sold the Noble Clyde Boudreaux for total net proceeds of $14.2 million, resulting in a gain of $6.8 million which was offset by additional costs recognized of $2.2 million related to the sale of rigs in Saudi Arabia in 2021. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 6— Debt Senior Secured Revolving Credit Facility On the Effective Date, Finco and Noble International Finance Company (“NIFCO”) entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) providing for a $675.0 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “Revolving Credit Facility”) and cancelled all debt that existed immediately prior to the Effective Date. The Revolving Credit Facility matures on July 31, 2025. Subject to the satisfaction of certain conditions, Finco may from time to time designate one or more of Finco’s other wholly-owned subsidiaries as additional borrowers under the Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). As of the Effective Date, $177.5 million of loans were outstanding, and $8.8 million of letters of credit were issued, under the Revolving Credit Facility. As of June 30, 2022, we had no loans outstanding and $11.9 million of letters of credit issued under the Revolving Credit Facility and an additional $7.4 million in letters of credit and surety bonds issued under bilateral arrangements. All obligations of the Borrowers under the Revolving Credit Agreement, certain cash management obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the Revolving Credit Agreement. All such obligations, including the guarantees of the Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, subject to certain exceptions and limitations described in the Revolving Credit Agreement. Neither Pacific Drilling Company LLC nor any of its current subsidiaries is a subsidiary guarantor of the Revolving Credit Facility, and none of their assets secure the Revolving Credit Facility. In addition, none of the Maersk Drilling assets will secure the Revolving Credit Facility upon the closing of the Business Combination. The loans outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted LIBOR or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the federal funds effective rate plus ½ of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin is initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and will be increased by 50 basis points after July 31, 2024, and may be increased by an additional 50 basis points under certain conditions described in the Revolving Credit Agreement. The Borrowers are required to pay customary quarterly commitment fees and letter of credit and fronting fees. Availability of borrowings under the Revolving Credit Agreement is subject to the satisfaction of certain conditions, including restrictions on borrowings if, after giving effect to any such borrowings and the application of the proceeds thereof, (i) the aggregate amount of Available Cash (as defined in the Revolving Credit Agreement) would exceed $100.0 million, (ii) the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00 and the aggregate principal amount outstanding under the Revolving Credit Facility would exceed $610.0 million, or (iii) the Asset Coverage Ratio (as described below) would be less than 2.00 to 1.00. Mandatory prepayments and, under certain circumstances, commitment reductions are required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $150.0 million is also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the Revolving Credit Facility may be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs. The Revolving Credit Agreement obligates Finco and its restricted subsidiaries to comply with the following financial maintenance covenants: • as of the last day of each fiscal quarter ending on or after March 31, 2022, the ratio of Adjusted EBITDA to Cash Interest Expense (as defined in the Revolving Credit Agreement) is not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or after March 31, 2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and • for each fiscal quarter ending on or after June 30, 2021, the ratio of (x) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (y) the aggregate principal amount of loans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than 2.00 to 1.00. The Revolving Credit Facility contains affirmative and negative covenants, representations and warranties and events of default that the Company considers customary for facilities of this type. Second Lien Notes Indenture On the Effective Date, pursuant to a Backstop Commitment Agreement , dated October 12, 2020, among the Debtors and the backstop parties thereto Noble and Finco consummated a rights offering (the “Rights Offering”) of senior secured second lien notes (the “Second Lien Notes”) and associated Ordinary Shares at an aggregate subscription price of $200.0 million. An aggregate principal amount of $216.0 million of Second Lien Notes was issued in the Rights Offering, which includes the aggregate subscription price of $200.0 million plus a backstop fee of $16.0 million which was paid in kind. The Second Lien Notes mature on February 15, 2028. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the Revolving Credit Facility. Neither Pacific Drilling Company LLC nor any of its current subsidiaries is a subsidiary guarantor of the Second Lien Notes, and none of their assets secure the Second Lien Notes. In addition, none of the Maersk Drilling assets will secure the Second Lien Notes upon the closing of the Business Combination. The Second Lien Notes and such guarantees are secured by senior priority liens on the assets subject to liens securing the Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations. Such collateral does not include any assets of, or equity interests in, Pacific Drilling or any of its current subsidiaries. Interest on the Second Lien Notes accrues, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco shall pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For accrual purposes, we have assumed we will make the next interest payment in cash and have accrued at a rate of 11%; however, the actual interest election will be made no later than the record date for such interest payment. On or after February 15, 2024, Finco may redeem all or part of the Second Lien Notes at fixed redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Finco may also redeem the Second Lien Notes, in whole or in part, at any time and from time to time on or before February 14, 2024 at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium. Notwithstanding the foregoing, if a Change of Control (as defined in the Second Lien Notes Indenture) occurs prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco may elect to purchase all remaining outstanding Second Lien Notes at a redemption price equal to 106% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Second Lien Notes contain covenants and events of default that the Company considers customary for notes of this type. Fair Value of Debt Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The carrying amount of the Revolving Credit Facility approximates fair value as the interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 11— Fair Value of Financial Instruments.” The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: Successor June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes: 11.000% Second Lien Notes due February 2028 $ 216,000 $ 238,907 $ 216,000 $ 236,792 Credit facility: Senior Secured Revolving Credit Facility matures July 2025 — — — — Total debt 216,000 238,907 216,000 236,792 Less: Current maturities of long-term debt — — — — Long-term debt $ 216,000 $ 238,907 $ 216,000 $ 236,792 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 7— Accumulated Other Comprehensive Income (Loss) The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the three months ended June 30, 2022, the period from February 6 through June 30, 2021, and the period from January 1 through February 5, 2021 . All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at 12/31/2020 (Predecessor) $ (39,737) $ (18,275) $ (58,012) Activity during period: Other comprehensive income (loss) before reclassifications — (116) (116) Amounts reclassified from AOCI 224 — 224 Net other comprehensive income (loss) 224 (116) 108 Cancellation of Predecessor equity 39,513 18,391 57,904 Balance at 2/5/2021 (Predecessor) $ — $ — $ — Balance at 2/6/2021 (Successor) $ — $ — $ — Activity during period: Other comprehensive income before reclassifications — — — Amounts reclassified from AOCI — — — Net other comprehensive income — — — Balance at 3/31/2021 (Successor) $ — $ — $ — Activity during period: Other comprehensive income before reclassifications 168 — 168 Amounts reclassified from AOCI — — — Net other comprehensive income 168 — 168 Balance at 6/30/2021 (Successor) $ 168 $ — $ 168 Balance at 12/31/2021 (Successor) $ 5,389 $ — $ 5,389 Activity during period: Other comprehensive loss before reclassifications (424) — (424) Amounts reclassified from AOCI — — — Net other comprehensive loss (424) — (424) Balance at Balance at 3/31/2022 (Successor) $ 4,965 $ — $ 4,965 Activity during period: Other comprehensive loss before reclassifications (1,163) — (1,163) Amounts reclassified from AOCI — — — Net other comprehensive loss (1,163) — (1,163) Balance at 6/30/2022 (Successor) $ 3,802 $ — $ 3,802 (1) Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 10— Employee Benefit Plans” for additional information. |
Revenue and Customers
Revenue and Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customers | Note 8— Revenue and Customers Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 days. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. The following table provides information about contract assets and contract liabilities from contracts with customers: Successor June 30, 2022 December 31, 2021 Current contract assets $ 8,203 $ 5,744 Noncurrent contract assets 4,994 — Total contract assets 13,197 5,744 Current contract liabilities (deferred revenue) (26,715) (18,403) Noncurrent contract liabilities (deferred revenue) (18,085) (9,352) Total contract liabilities $ (44,800) $ (27,755) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the six months ended June 30, 2022, the period from February 6 through June 30, 2021 and the period from January 1 through February 5, 2021 are as follows: Contract Assets Contract Liabilities Net balance at 12/31/2020 (Predecessor) $ 13,861 $ (59,886) Amortization of deferred costs (1,607) — Additions to deferred costs 432 — Amortization of deferred revenue — 4,142 Additions to deferred revenue — (25,479) Fresh start accounting revaluation (12,686) 72,936 Total (13,861) 51,599 Net balance at 2/5/2021 (Predecessor) $ — $ (8,287) Net balance at 2/6/2021 (Successor) $ — $ (8,287) Amortization of deferred costs (161) — Additions to deferred costs 3,696 — Amortization of deferred revenue — 975 Additions to deferred revenue — (11,549) Total 3,535 (10,574) Net balance at 6/30/2021 (Successor) $ 3,535 $ (18,861) Net balance at 12/31/2021 (Successor) $ 5,744 $ (27,755) Amortization of deferred costs (13,870) — Additions to deferred costs 21,323 — Amortization of deferred revenue — 29,462 Additions to deferred revenue — (46,508) Total 7,453 (17,045) Net balance at 6/30/2022 (Successor) $ 13,197 $ (44,800) Customer Contract Intangible Assets Upon emergence from the Chapter 11 Cases, the Company recognized a fair value adjustment of $113.4 million related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue from the Effective Date through the remainder of the contracts, approximately 18 months and 32 months, respectively. As of June 30, 2022, the net carrying amount was $33.5 million, $113.4 million gross less $79.9 million accumulated amortization. The expected remaining amortization is as follows: $15.1 million for the six-month period ending December 31, 2022 and $18.4 million for the year ending December 31, 2023. We assess the recoverability of the unamortized balance when indicators of impairment are present. Should the review indicate that the carrying value is not fully recoverable, the portion not fully recoverable would be recognized as an impairment loss. Future Amortization of Deferred Revenue The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, as of June 30, 2022: For the Years Ended December 31, 2022 2023 2024 2025 2026 and beyond Total Floaters $ 14,669 $ 19,150 $ 5,105 $ 4,350 $ — $ 43,274 Jackups 1,526 — — — — 1,526 Total $ 16,195 $ 19,150 $ 5,105 $ 4,350 $ — $ 44,800 The revenue included above consists of expected mobilization, demobilization, and upgrade revenue for unsatisfied performance obligations. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at June 30, 2022. The actual timing of recognition of such amounts may vary due to factors outside of our control. We have taken the optional exemption, permitted by accounting standards, to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. Disaggregation of Revenue The following table provides information about contract drilling revenue by rig types: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended June 30, Six Months Ended through through 2022 2021 June 30, 2022 June 30, 2021 February 5, 2021 Floaters $ 202,690 $ 135,273 $ 343,903 $ 191,321 $ 50,057 Jackups 59,773 64,624 113,595 93,205 23,994 Total $ 262,463 $ 199,897 $ 457,498 $ 284,526 $ 74,051 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9— Income Taxes At June 30, 2022, the Company had deferred tax assets of $54.6 million net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $6.7 million inclusive of a valuation allowance of $3.0 million. During the three months ended June 30, 2022 , the Company recognized additional deferred tax benefits of $4.5 million and $6.5 million in Guyana and Luxembourg, respectively. In deriving the $4.5 million and $6.5 million in net tax benefits being recognized in Guyana and Luxembourg, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the current rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. Further, we do not believe taxable temporary differences will reverse within the period covered by the Company’s relevant existing drilling contracts to warrant an additional source of income for recognizing the Company’s deferred tax assets in Guyana. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts. At June 30, 2022, the reserves for uncertain tax positions totaled $77.7 million (net of related tax benefits of $0.1 million). At December 31, 2021, the reserves for uncertain tax positions totaled $75.0 million (net of related tax benefits of $0.3 million). It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation. During the six months ended June 30, 2022, our tax provision included net tax benefits of $8.2 million related to a release of valuation allowance for Guyana deferred tax benefits, a tax benefit of $6.5 million related to a release of valuation allowance for Luxembourg deferred tax benefits, $0.9 million related to an adjustment to Swiss deferred tax benefits, and $1.3 million related primarily to deferred tax adjustments. Such tax benefits were partially offset by tax expenses related to various recurring items comprised of Guyana excess withholding tax on gross revenue of $10.5 million and quarterly tax expense of $5.0 million mostly in Luxembourg and Switzerland. During the period from February 6 through June 30, 2021, our tax provision included tax benefits of $21.9 million related to US and non-US reserve releases, $12.6 million related to a US tax refund, and $1.2 million related primarily to deferred tax adjustments. Such tax benefits were partially offset by tax expenses of $8.2 million related to various recurring items and $18.6 million related to non-US tax reserves. During the period from January 1 through February 5, 2021, our income tax provision included a tax benefit of $1.7 million related to a non-US reserve release and tax expense of $2.5 million related to fresh start and reorganization adjustments, and other recurring tax expenses of approximately $2.6 million. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 10— Employee Benefit Plans Pension costs include the following components f or the three months ended June 30, 2022, the period from February 6 through March 31, 2021, and the period from January 1 through February 5, 2021: Successor Three Months Ended June 30, 2022 2021 Non-US US Non-US US Interest cost $ 298 $ 1,688 $ 349 $ 1,634 Return on plan assets (347) (3,145) (232) (3,176) Recognized net actuarial loss — (5) — — Net pension benefit cost (gain) $ (49) $ (1,462) $ 117 $ (1,542) Successor Predecessor Six Months Ended June 30, 2022 Period From February 6, 2021 through June 30, 2021 Period From January 1, 2021 through February 5, 2021 Non-US US Non-US US Non-US US Interest cost $ 621 $ 3,376 $ 582 $ 2,724 $ 99 $ 621 Return on plan assets (723) (6,290) (387) (5,294) (69) (1,250) Recognized net actuarial loss — (10) — — 1 282 Net pension benefit cost (gain) $ (102) $ (2,924) $ 195 $ (2,570) $ 31 $ (347) During the six months ended June 30, 2022, the period from February 6 through June 30, 2021, and the period from January 1 through February 5, 2021, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for three months ended June 30, 2022, the period from February 6 through June 30, 2021, and the period from January 1 through February 5, 2021 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 11— Fair Value of Financial Instruments Our cash, cash equivalents and restricted cash, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in our Condensed Consolidated Balance Sheets approximate fair value. Marketable securities which were held at March 31, 2022 were liquidated during the three months ended June 30, 2022. See “Note 6— Debt” for information regarding the fair value of our debt. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12— Commitments and Contingencies Tax matters Audit claims of approximately $617.1 million attributable to income and other business taxes were assessed against Noble entities in Mexico related to tax years 2007, 2009 and 2010, in Australia related to tax years 2013 to 2016, in Guyana related to tax years 2018 to 2020, in Saudi Arabia related to tax years 2015 to 2019 and against Pacific Drilling entities in Nigeria related to tax years 2010 to 2019. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. Hurricane Ida Personal Injury Claims We have had multiple parties, some of which are subject to a third party contractual indemnity to our benefit, who have filed answers to the Limitation of Liability Action, seeking damages related to physical and emotional harm allegedly suffered as a result of the incident. We are in the early stages of litigation. We intend to defend ourselves vigorously against these claims although there is inherent risk in litigation, and we cannot predict or provide assurance as to the ultimate outcome of this lawsuit. As claims progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material. We have insurance for such claims with a deductible of $5.0 million, in addition to contractual indemnity owed to us for a portion of the third-party claims. See “Note 5— Property and Equipment” for additional information regarding the incident. Other contingencies Legacy Noble entered into agreements with certain of our executive officers. These agreements became effective upon a change of control of Noble (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control and were effective for three years thereafter. These agreements provided for compensation and certain other benefits under such circumstances. On the Effective Date of our emergence from the Chapter 11 Cases, the Legacy Noble agreements were superseded by new employment agreements with substantially similar terms except that the new agreements provide for certain severance benefits upon termination without cause or resignation for good reason. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 13— Supplemental Financial Information Condensed Consolidated Balance Sheets Information Both of Noble’s and Finco’s restricted cash balances as of June 30, 2022 and December 31, 2021 were $4.6 million and $2.6 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.” Condensed Consolidated Statements of Cash Flows Information Operating cash activities The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble Successor Predecessor Period From Period From Six Months February 6, 2021 January 1, 2021 Ended through through June 30, 2022 June 30, 2021 February 5, 2021 Accounts receivable $ (58,361) $ 826 $ (41,344) Other current assets 2,239 3,285 17,884 Other assets (3,971) (12,824) 8,521 Accounts payable 19,221 17,243 (16,819) Other current liabilities (17,281) 25,634 11,428 Other liabilities 25,823 9,875 (5,846) Total net change in assets and liabilities $ (32,330) $ 44,039 $ (26,176) Finco Successor Predecessor Period From Period From Six Months February 6, 2021 January 1, 2021 Ended through through June 30, 2022 June 30, 2021 February 5, 2021 Accounts receivable $ (58,361) $ 826 $ (41,344) Other current assets 1,022 (683) 19,398 Other assets (3,917) (12,814) 8,512 Accounts payable 14,090 19,632 (14,061) Other current liabilities (17,386) 25,634 11,623 Other liabilities 26,051 9,718 (5,936) Total net change in assets and liabilities $ (38,501) $ 42,313 $ (21,808) Non-cash investing and financing activities Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of June 30, 2022 and December 31, 2021 were $33.0 million and $36.5 million, respectively. Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of June 30, 2021, February 5, 2021 and December 31, 2020 were $38.6 million, $31.0 million and $35.3 million, respectively. On the Effective Date, an aggregate principal amount of $216.0 million of Second Lien Notes was issued, which includes the aggregate subscription price of $200.0 million, plus a backstop fee of $16.0 million which was paid in kind. On April 15, 2021, Noble completed the Pacific Drilling Merger, issuing 16.6 million Ordinary Shares valued at $357.7 million, in exchange for $420.0 million net assets acquired. See “Note 2— Acquisitions and Divestitures” for additional information. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14— Subsequent Events [TBD] |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The accompanying unaudited condensed consolidated financial statements of Noble and Finco have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2021 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 2021 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed by both Noble and Finco. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Accounting Standards Adopted and Recently Issued Accounting Standards | Accounting Standards Adopted In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. We adopted ASU No. 2021-08, effective January 1, 2022. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our condensed consolidated financial statements. |
Contract Balances | Contract BalancesAccounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 days. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Loss Per Share for Noble-UK | The following table presents the computation of basic and diluted loss per share for Noble: Successor Predecessor Period From Period From Six Months February 6, 2021 January 1, 2021 Three Months Ended June 30, Ended through through 2022 2021 June 30, 2022 June 30, 2021 February 5, 2021 Numerator: Basic Net income $ 37,057 $ 20,435 $ 401 $ 2,211 $ 250,228 Diluted Net income $ 37,057 $ 20,435 $ 401 $ 2,211 $ 250,228 Denominator: Weighted average shares outstanding – basic 69,789 64,048 68,722 58,816 251,115 Dilutive effect of share-based awards 3,378 3,114 3,378 3,114 5,456 Dilutive effect of warrants 9,535 884 9,185 169 — Weighted average shares outstanding – diluted 82,702 68,046 81,285 62,099 256,571 Per share data Basic: Net income $ 0.53 $ 0.32 $ 0.01 $ 0.04 $ 1.00 Diluted: Net income $ 0.45 $ 0.30 $ — $ 0.04 $ 0.98 |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The following table displays the share-based instruments that have been excluded from diluted income or loss per share since the effect would have been anti-dilutive: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended June 30, Six Months Ended through through 2022 2021 June 30, 2022 June 30, 2021 February 5, 2021 Share-based awards — — — — 556 Warrants (1) 2,778 11,104 2,778 11,104 — (1) Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, at Cost | Property and equipment, at cost, for Noble consisted of the following: Successor June 30, 2022 December 31, 2021 Drilling equipment and facilities $ 1,564,754 $ 1,467,772 Construction in progress 47,764 77,363 Other 12,118 10,840 Property and equipment, at cost $ 1,624,636 $ 1,555,975 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: Successor June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes: 11.000% Second Lien Notes due February 2028 $ 216,000 $ 238,907 $ 216,000 $ 236,792 Credit facility: Senior Secured Revolving Credit Facility matures July 2025 — — — — Total debt 216,000 238,907 216,000 236,792 Less: Current maturities of long-term debt — — — — Long-term debt $ 216,000 $ 238,907 $ 216,000 $ 236,792 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the three months ended June 30, 2022, the period from February 6 through June 30, 2021, and the period from January 1 through February 5, 2021 . All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at 12/31/2020 (Predecessor) $ (39,737) $ (18,275) $ (58,012) Activity during period: Other comprehensive income (loss) before reclassifications — (116) (116) Amounts reclassified from AOCI 224 — 224 Net other comprehensive income (loss) 224 (116) 108 Cancellation of Predecessor equity 39,513 18,391 57,904 Balance at 2/5/2021 (Predecessor) $ — $ — $ — Balance at 2/6/2021 (Successor) $ — $ — $ — Activity during period: Other comprehensive income before reclassifications — — — Amounts reclassified from AOCI — — — Net other comprehensive income — — — Balance at 3/31/2021 (Successor) $ — $ — $ — Activity during period: Other comprehensive income before reclassifications 168 — 168 Amounts reclassified from AOCI — — — Net other comprehensive income 168 — 168 Balance at 6/30/2021 (Successor) $ 168 $ — $ 168 Balance at 12/31/2021 (Successor) $ 5,389 $ — $ 5,389 Activity during period: Other comprehensive loss before reclassifications (424) — (424) Amounts reclassified from AOCI — — — Net other comprehensive loss (424) — (424) Balance at Balance at 3/31/2022 (Successor) $ 4,965 $ — $ 4,965 Activity during period: Other comprehensive loss before reclassifications (1,163) — (1,163) Amounts reclassified from AOCI — — — Net other comprehensive loss (1,163) — (1,163) Balance at 6/30/2022 (Successor) $ 3,802 $ — $ 3,802 (1) Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 10— Employee Benefit Plans” for additional information. |
Revenue and Customers (Tables)
Revenue and Customers (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: Successor June 30, 2022 December 31, 2021 Current contract assets $ 8,203 $ 5,744 Noncurrent contract assets 4,994 — Total contract assets 13,197 5,744 Current contract liabilities (deferred revenue) (26,715) (18,403) Noncurrent contract liabilities (deferred revenue) (18,085) (9,352) Total contract liabilities $ (44,800) $ (27,755) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the six months ended June 30, 2022, the period from February 6 through June 30, 2021 and the period from January 1 through February 5, 2021 are as follows: Contract Assets Contract Liabilities Net balance at 12/31/2020 (Predecessor) $ 13,861 $ (59,886) Amortization of deferred costs (1,607) — Additions to deferred costs 432 — Amortization of deferred revenue — 4,142 Additions to deferred revenue — (25,479) Fresh start accounting revaluation (12,686) 72,936 Total (13,861) 51,599 Net balance at 2/5/2021 (Predecessor) $ — $ (8,287) Net balance at 2/6/2021 (Successor) $ — $ (8,287) Amortization of deferred costs (161) — Additions to deferred costs 3,696 — Amortization of deferred revenue — 975 Additions to deferred revenue — (11,549) Total 3,535 (10,574) Net balance at 6/30/2021 (Successor) $ 3,535 $ (18,861) Net balance at 12/31/2021 (Successor) $ 5,744 $ (27,755) Amortization of deferred costs (13,870) — Additions to deferred costs 21,323 — Amortization of deferred revenue — 29,462 Additions to deferred revenue — (46,508) Total 7,453 (17,045) Net balance at 6/30/2022 (Successor) $ 13,197 $ (44,800) |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, as of June 30, 2022: For the Years Ended December 31, 2022 2023 2024 2025 2026 and beyond Total Floaters $ 14,669 $ 19,150 $ 5,105 $ 4,350 $ — $ 43,274 Jackups 1,526 — — — — 1,526 Total $ 16,195 $ 19,150 $ 5,105 $ 4,350 $ — $ 44,800 |
Schedule of Disaggregation of Revenue by Rig Types | The following table provides information about contract drilling revenue by rig types: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Three Months Ended June 30, Six Months Ended through through 2022 2021 June 30, 2022 June 30, 2021 February 5, 2021 Floaters $ 202,690 $ 135,273 $ 343,903 $ 191,321 $ 50,057 Jackups 59,773 64,624 113,595 93,205 23,994 Total $ 262,463 $ 199,897 $ 457,498 $ 284,526 $ 74,051 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Pension Costs | Pension costs include the following components f or the three months ended June 30, 2022, the period from February 6 through March 31, 2021, and the period from January 1 through February 5, 2021: Successor Three Months Ended June 30, 2022 2021 Non-US US Non-US US Interest cost $ 298 $ 1,688 $ 349 $ 1,634 Return on plan assets (347) (3,145) (232) (3,176) Recognized net actuarial loss — (5) — — Net pension benefit cost (gain) $ (49) $ (1,462) $ 117 $ (1,542) Successor Predecessor Six Months Ended June 30, 2022 Period From February 6, 2021 through June 30, 2021 Period From January 1, 2021 through February 5, 2021 Non-US US Non-US US Non-US US Interest cost $ 621 $ 3,376 $ 582 $ 2,724 $ 99 $ 621 Return on plan assets (723) (6,290) (387) (5,294) (69) (1,250) Recognized net actuarial loss — (10) — — 1 282 Net pension benefit cost (gain) $ (102) $ (2,924) $ 195 $ (2,570) $ 31 $ (347) |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Financial Information [Abstract] | |
Schedule of Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities | The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble Successor Predecessor Period From Period From Six Months February 6, 2021 January 1, 2021 Ended through through June 30, 2022 June 30, 2021 February 5, 2021 Accounts receivable $ (58,361) $ 826 $ (41,344) Other current assets 2,239 3,285 17,884 Other assets (3,971) (12,824) 8,521 Accounts payable 19,221 17,243 (16,819) Other current liabilities (17,281) 25,634 11,428 Other liabilities 25,823 9,875 (5,846) Total net change in assets and liabilities $ (32,330) $ 44,039 $ (26,176) Finco Successor Predecessor Period From Period From Six Months February 6, 2021 January 1, 2021 Ended through through June 30, 2022 June 30, 2021 February 5, 2021 Accounts receivable $ (58,361) $ 826 $ (41,344) Other current assets 1,022 (683) 19,398 Other assets (3,917) (12,814) 8,512 Accounts payable 14,090 19,632 (14,061) Other current liabilities (17,386) 25,634 11,623 Other liabilities 26,051 9,718 (5,936) Total net change in assets and liabilities $ (38,501) $ 42,313 $ (21,808) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | 6 Months Ended | |
Sep. 24, 2020 subsidiary | Jun. 30, 2022 rig jackup segment floater | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of drilling rigs (vessel) | rig | 19 | |
Number of floaters (vessel) | floater | 11 | |
Number of jackups (vessel) | jackup | 8 | |
Number of reportable segments | segment | 1 | |
Number of additional subsidiaries filed bankruptcy | subsidiary | 6 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Proposed Business Combination with Maersk Drilling (Details) $ / shares in Units, $ in Millions | Jun. 30, 2022 $ / shares | Jun. 23, 2022 USD ($) | Dec. 31, 2021 $ / shares | Nov. 10, 2021 USD ($) member $ / shares |
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | ||
Number of board of directors | member | 7 | |||
Remedy Rigs | Held-for-sale, Not Discontinued Operations | ||||
Business Acquisition [Line Items] | ||||
Purchase agreement, consideration | $ | $ 375 | |||
Maersk Drilling Merger | ||||
Business Acquisition [Line Items] | ||||
Business combination, percentage of issued and outstanding shares acquired upon consummation | 90% | |||
Business combination, percentage of acquirer's shareholder for approval (at least) | 80% | |||
Business combination, Minimum Acceptance Condition, percentage of outstanding shares tendering | 80% | |||
Business combination, shares exchange ratio | 1.6137 | |||
Business combination, consideration in cash election per share (in USD per share) | $ 1,000 | |||
Business combination, consideration in cash election amount | $ | $ 50 | |||
Maersk Drilling Merger | Minimum | ||||
Business Acquisition [Line Items] | ||||
Business combination, Minimum Acceptance Condition, percentage of outstanding shares tendering | 70% | |||
Topco | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.00001 | |||
Maersk Drilling Former Shareholders | Maersk Drilling Merger | Topco | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage at closing of Merger | 50% | |||
Noble Corp | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.00001 | |||
Number of board of directors | member | 3 | |||
Noble Corp | Maersk Drilling Merger | Topco | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage at closing of Merger | 50% | |||
Maersk Drilling | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 10 | |||
Number of board of directors | member | 3 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Pacific Drilling Merger (Details) shares in Millions, $ in Millions | 1 Months Ended | |
Apr. 15, 2021 shares | Jun. 30, 2021 USD ($) floater | |
Business Acquisition [Line Items] | ||
Number of floaters acquired | 7 | |
Number of floaters sold | 2 | |
Pacific Drilling | ||
Business Acquisition [Line Items] | ||
Business acquisition, membership interest conversion ratio | 6.366 | |
Business acquisition, warrants conversion ratio | 1.553 | |
Number of shares received by acquiree (in shares) | shares | 16.6 | |
Proceeds from sale of floaters | $ | $ 29.7 | |
Pacific Drilling | Pacific Drilling | Noble Corp | ||
Business Acquisition [Line Items] | ||
Ownership percentage at closing of Merger | 24.90% |
Income (Loss) Per Share - Compu
Income (Loss) Per Share - Computation of Basic and Diluted Earnings Per Share for Noble-UK (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Basic | |||||
Net income | $ 250,228 | $ 37,057 | $ 20,435 | $ 2,211 | $ 401 |
Diluted | |||||
Net income | $ 250,228 | $ 37,057 | $ 20,435 | $ 2,211 | $ 401 |
Denominator: | |||||
Weighted average shares outstanding - basic (in shares) | 251,115 | 69,789 | 64,048 | 58,816 | 68,722 |
Dilutive effect of share-based awards (in shares) | 5,456 | 3,378 | 3,114 | 3,114 | 3,378 |
Dilutive effect of warrants (in shares) | 0 | 9,535 | 884 | 169 | 9,185 |
Weighted average shares outstanding - diluted (in shares) | 256,571 | 82,702 | 68,046 | 62,099 | 81,285 |
Basic: | |||||
Net income (in usd per share) | $ 1 | $ 0.53 | $ 0.32 | $ 0.04 | $ 0.01 |
Diluted: | |||||
Net income (in usd per share) | $ 0.98 | $ 0.45 | $ 0.30 | $ 0.04 | $ 0 |
Income (Loss) Per Share - Antid
Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Share-based awards | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 556 | 0 | 0 | 0 | 0 |
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 2,778 | 11,104 | 11,104 | 2,778 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
Feb. 05, 2021 | Feb. 05, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares outstanding and trading (in shares) | 67,050,000 | 60,172,000 | ||||||
Share capital | $ 6,000 | $ 6,000 | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | ||||||
Ordinary shares, shares outstanding (in shares) | 67,050,000 | 60,172,000 | ||||||
Percentage of total with right and option to exercise warrants on cashless basis | 20% | |||||||
Tranche 3 Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0.01 | |||||||
Backstop Parties | Penny Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 6,500,000 | 6,500,000 | ||||||
Exercise price of warrants (in usd per share) | $ 0.01 | $ 0.01 | ||||||
Holders of Legacy Notes | Tranche 1 Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Exercise price of warrants (in usd per share) | $ 19.27 | |||||||
Warrant outstanding (in shares) | 6,300,000 | |||||||
Warrants outstanding, term | 7 years | |||||||
Warrants converted into rights (in shares) | 1 | |||||||
Holders of Legacy Notes | Tranche 2 Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Exercise price of warrants (in usd per share) | $ 23.13 | |||||||
Warrant outstanding (in shares) | 5,600,000 | |||||||
Warrants outstanding, term | 7 years | |||||||
Warrants converted into rights (in shares) | 1 | |||||||
Holders of Legacy Notes | Tranche 3 Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Warrant outstanding (in shares) | 2,800,000 | |||||||
Warrants outstanding, term | 5 years | |||||||
Holders of Legacy Nobles Ordinary Shares | Tranche 3 Warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Exercise price of warrants (in usd per share) | $ 124.40 | |||||||
Ordinary Shares | Backstop Parties | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Plan of reorganization, number of shares exchanged (in shares) | 6,500,000 | 6,500,000 | ||||||
Class of Stock, To Be Determined One | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares outstanding and trading (in shares) | 500,000,000 | 500,000,000 | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | ||||||
Ordinary shares, shares outstanding (in shares) | 500,000,000 | 500,000,000 | ||||||
Class of Stock, To Be Determined Two | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Shares outstanding and trading (in shares) | 100,000,000 | 100,000,000 | ||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | ||||||
Ordinary shares, shares outstanding (in shares) | 100,000,000 | 100,000,000 | ||||||
Common stock | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Issuance of Successor common stock and warrants (in shares) | 50,000,000 | 50,000,000 | ||||||
Shares outstanding and trading (in shares) | 50,000,000 | 50,000,000 | 67,050,000 | 63,072,000 | 60,172,000 | 60,150,000 | 43,537,000 | 251,084,000 |
Ordinary shares, shares outstanding (in shares) | 50,000,000 | 50,000,000 | 67,050,000 | 63,072,000 | 60,172,000 | 60,150,000 | 43,537,000 | 251,084,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,624,636 | $ 1,555,975 |
Drilling equipment and facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,564,754 | 1,467,772 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 47,764 | 77,363 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 12,118 | $ 10,840 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | 17 Months Ended | ||||
Feb. 05, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Capital expenditures, including capitalized interest | $ 10,300,000 | $ 31,300,000 | $ 76,100,000 | $ 159,900,000 | |||||||
Capitalized interest on construction-in-progress | 0 | 0 | 0 | $ 2,000,000 | |||||||
Property damage insurance coverage, deductible amount | $ 10,000,000 | ||||||||||
Property damage insurance coverage limit amount per claim | $ 50,000,000 | ||||||||||
Hurricane losses and (recoveries), net | $ 0 | (14,407,000) | $ 0 | $ 0 | $ 2,805,000 | ||||||
Proceeds from sale of property, plant, and equipment | $ 14,200,000 | ||||||||||
Gain on disposition of property plant equipment | $ 6,800,000 | ||||||||||
Jackup Rigs in Saudi Arabia | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Transaction costs on disposition of oil and gas properties | $ 2,200,000 | ||||||||||
Rig Noble Globetrotter II | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Hurricane losses and (recoveries), net | $ 16,600,000 | $ 7,500,000 | $ 5,400,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Feb. 05, 2021 | Jun. 30, 2022 |
Credit facility | Letters of credit | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, letters of credit outstanding | $ 11,900,000 | |
Credit facility | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, letters of credit outstanding | 7,400,000 | |
Exit Credit Agreement | Credit facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, amount arranged | $ 675,000,000 | |
Debtor-in-possession financing, borrowings outstanding | $ 177,500,000 | $ 0 |
Debtor-in-possession financing, increase of basis spread on variable rate | 5,000% | |
Debtor-in-possession financing, basis spread on variable rate, additional increase under conditions | 5,000% | |
Debt restrictive covenants, maximum available cash after borrowings | $ 100,000,000 | |
Debt covenant, consolidated leverage ratio (maximum) | 5.50 | |
Debt restrictive covenants, outstanding borrowing | $ 610,000,000 | |
Debt restrictive covenants, asset coverage ratio | 2 | |
Debt mandatory prepayments term, available cash benchmark | $ 150,000,000 | |
Debt financial maintenance covenant, ratio of asset coverage aggregate rig value to aggregate principal amount of loans and letters of credit outstanding | 2 | |
Exit Credit Agreement | Credit facility | Line of Credit | Debt Covenant Period One | ||
Debt Instrument [Line Items] | ||
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2 | |
Exit Credit Agreement | Credit facility | Line of Credit | Debt Covenant Period Two | ||
Debt Instrument [Line Items] | ||
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2.25 | |
Exit Credit Agreement | Credit facility | Line of Credit | Fed Funds Effective Rate | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, increase of basis spread on variable rate | 0.50% | |
Exit Credit Agreement | Credit facility | Line of Credit | LIBOR | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, increase of basis spread on variable rate | 4.75% | |
Exit Credit Agreement | Credit facility | Line of Credit | Base Rate | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, basis spread on variable rate | 3.75% | |
Exit Credit Agreement | Credit facility | Line of Credit | LIBOR | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, increase of basis spread on variable rate | 1% | |
Exit Credit Agreement | Credit facility | Letters of credit | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, letters of credit outstanding | $ 8,800,000 | |
Exit Credit Agreement | Letters of credit | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, amount arranged | $ 67,500,000 | |
Second Lien Notes Indenture | Interest Payable In Cash | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, Interest rate on borrowings | 11% | |
Second Lien Notes Indenture | Interest Payable Half In Cash And Half By Issuing P I K Notes | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, Interest rate on borrowings | 13% | |
Second Lien Notes Indenture | Interest Payable By Issuing P I K Notes | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, Interest rate on borrowings | 15% | |
Second Lien Notes Indenture | Participants In The Rights Offering | Ordinary Shares | ||
Debt Instrument [Line Items] | ||
Plan of reorganization, shares issued, subscription price | $ 200,000,000 | |
Second Lien Notes Indenture | Secured notes | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, amount arranged | 216,000,000 | |
Debtor-in-possession financing, backstop fee | $ 16,000,000 | |
Debt redemption price, percentage of principal amount redeemed | 106% | |
Debt redemption, change of control period | 120 days |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net, not Including Effect of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 216,000 | $ 216,000 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 216,000 | 216,000 |
Less: Current maturities of long-term debt | 0 | 0 |
Long-term debt | 216,000 | 216,000 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 238,907 | 236,792 |
Less: Current maturities of long-term debt | 0 | 0 |
Long-term debt | 238,907 | 236,792 |
Line of Credit | Revolving Credit Facility | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
Line of Credit | Revolving Credit Facility | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | 0 |
11.000% Second Lien Notes due February 2028 | Secured notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 11% | |
11.000% Second Lien Notes due February 2028 | Secured notes | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 216,000 | 216,000 |
11.000% Second Lien Notes due February 2028 | Secured notes | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 238,907 | $ 236,792 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Feb. 05, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Beginning balance | $ (311,388) | $ 1,018,768 | $ 1,465,534 | $ 1,500,627 | $ 1,002,562 |
Other comprehensive income (loss) before reclassifications | (116) | 0 | (1,163) | (424) | 168 |
Amounts reclassified from AOCI | 224 | 0 | 0 | 0 | 0 |
Net other comprehensive income (loss) | 108 | 0 | (1,163) | (424) | 168 |
Cancellation of Predecessor equity | 60,343 | ||||
Ending balance | 1,018,768 | 1,002,562 | 1,508,794 | 1,465,534 | 1,385,724 |
Defined Benefit Pension Items | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Beginning balance | (39,737) | 0 | 4,965 | 5,389 | 0 |
Other comprehensive income (loss) before reclassifications | 0 | 0 | (1,163) | (424) | 168 |
Amounts reclassified from AOCI | 224 | 0 | 0 | 0 | 0 |
Net other comprehensive income (loss) | 224 | 0 | (1,163) | (424) | 168 |
Cancellation of Predecessor equity | 39,513 | ||||
Ending balance | 0 | 0 | 3,802 | 4,965 | 168 |
Foreign Currency Items | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Beginning balance | (18,275) | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | (116) | 0 | 0 | 0 | 0 |
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 | 0 |
Net other comprehensive income (loss) | (116) | 0 | 0 | 0 | 0 |
Cancellation of Predecessor equity | 18,391 | ||||
Ending balance | 0 | 0 | 0 | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||
Beginning balance | (58,012) | 0 | 4,965 | 5,389 | 0 |
Cancellation of Predecessor equity | 57,904 | ||||
Ending balance | $ 0 | $ 0 | $ 3,802 | $ 4,965 | $ 168 |
Revenue and Customers - Additio
Revenue and Customers - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Payment term | 30 days | |
Intangible assets, gross | $ 113,400 | |
Intangible assets | 33,495 | $ 61,849 |
Intangible assets, accumulated amortization | 79,900 | |
Expected amortization, remainder of fiscal year | 15,100 | |
Expected amortization, 2023 | $ 18,400 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Remaining amortization period | 18 months | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Remaining amortization period | 32 months |
Revenue and Customers - Receiva
Revenue and Customers - Receivables, Contract Assets, and Contract Liabilities with Customers (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||||
Current contract assets | $ 8,203 | $ 5,744 | |||
Noncurrent contract assets | 4,994 | 0 | |||
Total contract assets | 13,197 | 5,744 | $ 3,535 | $ 0 | $ 13,861 |
Current contract liabilities (deferred revenue) | (26,715) | (18,403) | |||
Noncurrent contract liabilities (deferred revenue) | (18,085) | (9,352) | |||
Total contract liabilities | $ (44,800) | $ (27,755) | $ (18,861) | $ (8,287) | $ (59,886) |
Revenue and Customers - Signifi
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Feb. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Contract Assets | |||
Contract assets, beginning balance | $ 13,861 | $ 0 | $ 5,744 |
Amortization of deferred costs | (1,607) | (161) | (13,870) |
Additions to deferred costs | 432 | 3,696 | 21,323 |
Fresh start accounting revaluation | (12,686) | ||
Total | (13,861) | 3,535 | 7,453 |
Contract assets, ending balance | 0 | 3,535 | 13,197 |
Contract Liabilities | |||
Contract liabilities, beginning balance | (59,886) | (8,287) | (27,755) |
Amortization of deferred revenue | 4,142 | 975 | 29,462 |
Additions to deferred revenue | (25,479) | (11,549) | (46,508) |
Fresh start accounting revaluation | 72,936 | ||
Total | 51,599 | (10,574) | (17,045) |
Contract liabilities, ending balance | $ (8,287) | $ (18,861) | $ (44,800) |
Revenue and Customers - Remaini
Revenue and Customers - Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 44,800 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 16,195 |
Performance obligation, expected timing of satisfaction | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 19,150 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 5,105 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 4,350 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Floaters | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 43,274 |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 14,669 |
Performance obligation, expected timing of satisfaction | 6 months |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 19,150 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 5,105 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 4,350 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Jackups | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 1,526 |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 1,526 |
Performance obligation, expected timing of satisfaction | 6 months |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction |
Revenue and Customers - Disaggr
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | $ 77,481 | $ 275,153 | $ 219,343 | $ 311,776 | $ 485,383 |
Floaters | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 50,057 | 202,690 | 135,273 | 191,321 | 343,903 |
Jackups | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | 23,994 | 59,773 | 64,624 | 93,205 | 113,595 |
Contract drilling services | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenues | $ 74,051 | $ 262,463 | $ 199,897 | $ 284,526 | $ 457,498 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Components of deferred tax assets and liabilities. [Line Items] | |||||
Deferred tax assets, net of valuation allowance | $ 54,600 | $ 54,600 | |||
Deferred tax liabilities | 6,700 | 6,700 | |||
Valuation allowance | 3,000 | 3,000 | |||
Deferred tax benefits net | $ (2,501) | $ 8,150 | 15,730 | ||
Reserves for uncertain tax positions | 77,700 | 77,700 | $ 75,000 | ||
Unrecognized tax benefits | 100 | 100 | $ 300 | ||
Tax benefit related to deferred tax adjustments | 1,200 | ||||
Tax benefits related to US and Non-US reserve release | 21,900 | ||||
Tax benefits related to US tax refund | 12,600 | ||||
Tax expenses related to various recurring items | 2,600 | 8,200 | |||
Tax expense (benefit) related to non-US reserve | (1,700) | $ 18,600 | |||
Income tax expense related to reorganization and fresh start adjustments | $ 2,500 | ||||
Foreign tax authority | GUYANA | |||||
Components of deferred tax assets and liabilities. [Line Items] | |||||
Deferred tax benefits net | 4,500 | ||||
Tax benefits related to release of valuation allowance | 8,200 | ||||
Tax expenses (benefits) related to various recurring items | 10,500 | ||||
Foreign tax authority | LUXEMBOURG | |||||
Components of deferred tax assets and liabilities. [Line Items] | |||||
Deferred tax benefits net | $ 6,500 | ||||
Tax benefits related to release of valuation allowance | 6,500 | ||||
Foreign tax authority | Swiss Federal Tax Administration (FTA) | |||||
Components of deferred tax assets and liabilities. [Line Items] | |||||
Tax benefit related to deferred tax adjustments | 900 | ||||
Foreign tax authority | Luxembourg And Switzerland | |||||
Components of deferred tax assets and liabilities. [Line Items] | |||||
Tax expenses (benefits) related to various recurring items | 5,000 | ||||
US | |||||
Components of deferred tax assets and liabilities. [Line Items] | |||||
Tax benefit related to deferred tax adjustments | $ 1,300 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, contributions by employer | $ 0 | $ 0 | $ 0 | ||
Defined benefit plans, service costs | 0 | $ 0 | 0 | ||
Non-US | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | 99,000 | 298,000 | $ 349,000 | 582,000 | 621,000 |
Return on plan assets | (69,000) | (347,000) | (232,000) | (387,000) | (723,000) |
Recognized net actuarial loss | 1,000 | 0 | 0 | 0 | 0 |
Net pension benefit cost (gain) | 31,000 | (49,000) | 117,000 | 195,000 | (102,000) |
US | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | 621,000 | 1,688,000 | 1,634,000 | 2,724,000 | 3,376,000 |
Return on plan assets | (1,250,000) | (3,145,000) | (3,176,000) | (5,294,000) | (6,290,000) |
Recognized net actuarial loss | 282,000 | (5,000) | 0 | 0 | (10,000) |
Net pension benefit cost (gain) | $ (347,000) | $ (1,462,000) | $ (1,542,000) | $ (2,570,000) | $ (2,924,000) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Other Commitments [Line Items] | |
Years of effectiveness of employment agreements after the termination of employment | 3 years |
Hurricane Ida Personal Injury Claims | |
Other Commitments [Line Items] | |
Claim insurance deductible amount | $ 5 |
Minimum | |
Other Commitments [Line Items] | |
Percentage of uncertain tax positions likelihood of being sustained | 50% |
Mexico | Customs And Other Business Taxes | Foreign tax authority | |
Other Commitments [Line Items] | |
Approximate audit claims assessed | $ 617.1 |
Supplemental Financial Inform_3
Supplemental Financial Information - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | Apr. 15, 2021 | Feb. 05, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Restricted cash | $ 4.6 | $ 2.6 | ||||
Capital expenditures incurred but not yet paid | $ 31 | $ 33 | $ 36.5 | $ 38.6 | $ 35.3 | |
Pacific Drilling | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Number of shares received by acquiree (in shares) | 16.6 | |||||
Total consideration | $ 357.7 | |||||
Net assets acquired | $ 420 | |||||
Secured notes | Second Lien Notes Indenture | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Debtor-in-possession financing, amount arranged | 216 | |||||
Debtor-in-possession financing, backstop fee | 16 | |||||
Participants In The Rights Offering | Second Lien Notes Indenture | Ordinary Shares | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Plan of reorganization, shares issued, subscription price | $ 200 |
Supplemental Financial Inform_4
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Feb. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Operating Capital [Line Items] | |||
Accounts receivable | $ (41,344) | $ 826 | $ (58,361) |
Other current assets | 17,884 | 3,285 | 2,239 |
Other assets | 8,521 | (12,824) | (3,971) |
Accounts payable | (16,819) | 17,243 | 19,221 |
Other current liabilities | 11,428 | 25,634 | (17,281) |
Other liabilities | (5,846) | 9,875 | 25,823 |
Total net change in assets and liabilities | (26,176) | 44,039 | (32,330) |
Finco | |||
Operating Capital [Line Items] | |||
Accounts receivable | (41,344) | 826 | (58,361) |
Other current assets | 19,398 | (683) | 1,022 |
Other assets | 8,512 | (12,814) | (3,917) |
Accounts payable | (14,061) | 19,632 | 14,090 |
Other current liabilities | 11,623 | 25,634 | (17,386) |
Other liabilities | (5,936) | 9,718 | 26,051 |
Total net change in assets and liabilities | $ (21,808) | $ 42,313 | $ (38,501) |