Pacific Drilling Announces Fourth-Quarter and Full-Year 2018 Results

Pacific Drilling S.A. (NYSE: PACD) (“Pacific Drilling” or the “Company”) today reported results for the fourth quarter of 2018.

Pacific Drilling CEO Bernie Wolford commented, “Although market conditions continue to be challenging, we delivered exceptional operational performance with 99.8% revenue efficiency for the quarter. The Pacific Drilling team continues to be recognized by world-class clients for our ability to deliver industry-leading operational performance. Pacific Bora’s work in Nigeria was extended by Nigerian Agip Exploration Limited, a subsidiary of Eni, Pacific Sharav’s work in the U.S. Gulf of Mexico was extended by Chevron and Pacific Santa Ana secured new work with Total E&P Senegal in Senegal. Although current dayrates remain challenging, we see an increase in contracting activity compared to 2018. We remain focused on securing additional backlog for our currently operating fleet of three rigs and believe we will have several opportunities to contract one of our smart-stacked rigs before year-end.”

Mr. Wolford continued, “Following our emergence from Chapter 11 on November 19, our leadership team placed heightened emphasis on cost control and G&A process optimization while ensuring that we continue to deliver the level of high-quality drilling services for which Pacific Drilling has become recognized in our industry. Cost reductions as a result of the organizational and process changes made will extend the benefits of our recapitalization and result in better margins as the market for deepwater drilling services improves.”

Fourth-Quarter 2018 Operational and Financial Commentary

Fourth-quarter 2018 contract drilling revenue was $59.6 million, which included $2.9 million of deferred revenue amortization. This compared to third-quarter 2018 contract drilling revenue of $56.7 million, which included $5.3 million of deferred revenue amortization. The increase in revenue resulted primarily from the Pacific Bora commencing its contract with Nigerian Agip Exploration Limited, a subsidiary of Eni.

Operating expenses for the fourth-quarter 2018 were $44.8 million compared to $44.2 million in the third-quarter 2018.

General and administrative expenses for the fourth quarter were $13.8 million, as compared to $10.9 million for the third-quarter 2018. The increase in general and administrative expenses was partially due to severance costs for two former members of executive management.

Upon emergence from bankruptcy on November 19, 2018 (“Plan Effective Date”), we adopted and applied the relevant guidance with respect to the accounting and financial reporting for entities that have emerged from bankruptcy proceedings, or “Fresh Start Accounting.” Under Fresh Start Accounting, our balance sheet on the Plan Effective Date reflects all of our assets and liabilities at fair value. We refer to the Company as the “Successor” for periods subsequent to November 19, 2018 and as the “Predecessor” for periods on or prior to November 19, 2018.

Net loss for the fourth-quarter 2018 was $1.8 billion, including $1,744.9 million of reorganization items of the Predecessor, of which ($2,514.1) million related to Fresh Start Accounting adjustments and $794.2 million resulted from gains on settlement of liabilities subject to compromise.

Adjusted EBITDA^(a) for the fourth-quarter 2018 was $3.3 million, compared to $1.6 million in the third-quarter 2018.

Footnotes

(a)

EBITDA and Adjusted EBITDA are non-GAAP financial measures. For a definition of EBITDA and Adjusted EBITDA and a reconciliation to net income, please refer to the schedule included in this release. Management uses this operational metric to track company results and believes that this measure provides additional information that highlights the impact of our operating efficiency as well as the operating and support costs incurred in achieving the revenue performance.

2019 Guidance

A schedule of Pacific Drilling’s 2019 guidance as of March 11, 2019 is available in the “Quarterly and Annual Results” subsection of the “Investor Relations” section of our website, www.pacificdrilling.com.

Conference Call

Pacific Drilling will conduct a conference call at 10 a.m. Central time on Tuesday, March 12, 2019 to discuss fourth-quarter and full-year 2018 results. To participate in the March 12 call, please dial 1-800-479-1004 or +1 720-543-0206 and refer to confirmation code 1768290 five to 10 minutes prior to the scheduled start time. A replay of the call will be available on the company’s website or by dialing +1-888-203-1112 within North America or +1-719-457-0820 outside of North America and providing confirmation code 1768290.

About Pacific Drilling

With its best-in-class drillships and highly experienced team, Pacific Drilling is committed to becoming the industry’s preferred high-specification, deepwater drilling contractor. Pacific Drilling’s fleet of seven drillships represents one of the youngest and most technologically advanced fleets in the world. Pacific Drilling has principal offices in Luxembourg and Houston. For more information about Pacific Drilling, including our current Fleet Status, please visit our website at www.pacificdrilling.com.

Forward-Looking Statements

Certain statements and information contained in this press release constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are generally identifiable by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “our ability to,” “may,” “plan,” “potential,” “predict,” “project,” “projected,” “should,” “will,” “would”, or other similar words which are not generally historical in nature. The forward-looking statements speak only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Our forward-looking statements express our current expectations or forecasts of possible future results or events, including future financial and operational performance and cash balances; revenue efficiency levels; market outlook; forecasts of trends; future client contract opportunities; future contract dayrates; our business strategies and plans or objectives of management; estimated duration of client contracts; backlog; expected capital expenditures; projected costs and savings; and the potential impact of our completed Chapter 11 proceedings on our future operations and ability to finance our business.

Although we believe that the assumptions and expectations reflected in our forward-looking statements are reasonable and made in good faith, these statements are not guarantees, and actual future results may differ materially due to a variety of factors. These statements are subject to a number of risks and uncertainties and are based on a number of judgments and assumptions as of the date such statements are made about future events, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in such statements due to a variety of factors, including if one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect.

Important factors that could cause actual results to differ materially from our expectations include: the global oil and gas market and its impact on demand for our services; the offshore drilling market, including reduced capital expenditures by our clients; changes in worldwide oil and gas supply and demand; rig availability and supply and demand for high-specification drillships and other drilling rigs competing with our fleet; costs related to stacking of rigs; our ability to enter into and negotiate favorable terms for new drilling contracts or extensions; our ability to successfully negotiate and consummate definitive contracts and satisfy other customary conditions with respect to letters of intent and letters of award that we receive for our drillships; possible cancellation, renegotiation, termination or suspension of drilling contracts as a result of mechanical difficulties, performance, market changes or other reasons; our ability to execute our business plans; the effects of our completed Chapter 11 proceedings on our future operations; and the other risk factors described in our Registration Statement on Form F-1 filed with the SEC on December 18, 2018 and our Current Reports on Form 6-K. These documents are available through our website at www.pacificdrilling.com or through the SEC’s website at www.sec.gov.

PACIFIC DRILLING S.A. AND SUBSIDIARIES   Condensed Consolidated Statements of Operations (in thousands, except per share information) (unaudited)
		Successor				Predecessor												Successor				Predecessor
		Period from				Period from				Three				Three				Period from				Period from
		November 20,				October 1,				Months				Months				November 20,				January 1,				Year				Year
		through				through				Ended				Ended				through				through				Ended				Ended
		December 31,				November 19,				September 30,				December 31,				December 31,				November 19,				December 31,				December 31,
		2018				2018				2018				2017				2018				2018				2017				2016
Revenues
Contract drilling		$	28,489			$	31,073			$	56,673			$	65,024			$	28,489			$	236,379			$	319,716			$	769,472
Costs and expenses
Operating expenses			(19,744	)			(25,050	)			(44,234	)			(59,728	)			(19,744	)			(189,606	)			(244,089	)			(290,038	)
General and administrative expenses			(4,245	)			(9,572	)			(10,947	)			(22,448	)			(4,245	)			(50,604	)			(87,134	)			(63,379	)
Depreciation and amortization expense			(27,277	)			(38,187	)			(70,125	)			(69,894	)			(27,277	)			(248,302	)			(278,949	)			(275,901	)
			(51,266	)			(72,809	)			(125,306	)			(152,070	)			(51,266	)			(488,512	)			(610,172	)			(629,318	)
Operating income (loss)			(22,777	)			(41,736	)			(68,633	)			(87,046	)			(22,777	)			(252,133	)			(290,456	)			140,154
Other income (expense)
Interest expense			(10,904	)			(29,046	)			(45,446	)			(27,438	)			(10,904	)			(106,632	)			(178,983	)			(189,044	)
Write-off of deferred financing costs			—				—				—				—				—				—				(30,846	)			—
Gain on debt extinguishment			—				—				—				—				—				—				—				36,233
Reorganization items			(1,300	)			(1,743,556	)			(30,599	)			(6,474	)			(1,300	)			(1,799,664	)			(6,474	)			—
Interest income			1,008				428				1,019				895				1,008				3,148				2,717				362
Equity earnings in unconsolidated subsidiaries			392				—				—				—				392				—				—				—
Expenses to unconsolidated subsidiaries, net			(1,198	)			—				—				—				(1,198	)			—				—				—
Other income (expense)			526				350				(923	)			(899	)			526				(1,904	)			(8,261	)			(2,755	)
Loss before income taxes			(34,253	)			(1,813,560	)			(144,582	)			(120,962	)			(34,253	)			(2,157,185	)			(512,303	)			(15,050	)
Income tax (expense) benefit			6,769				3,261				(201	)			(8,770	)			6,769				2,308				(12,863	)			(22,107	)
Net loss		$	(27,484	)		$	(1,810,299	)		$	(144,783	)		$	(129,732	)		$	(27,484	)		$	(2,154,877	)		$	(525,166	)		$	(37,157	)
Loss per common share, basic		$	(0.37	)		$	(84.72	)		$	(6.78	)		$	(6.08	)		$	(0.37	)		$	(100.89	)		$	(24.64	)		$	(1.76	)
Weighted average number of common shares, basic			75,010				21,368				21,368				21,338				75,010				21,359				21,315				21,167
Loss per common share, diluted		$	(0.37	)		$	(84.72	)		$	(6.78	)		$	(6.08	)		$	(0.37	)		$	(100.89	)		$	(24.64	)		$	(1.76	)
Weighted average number of common shares, diluted			75,010				21,368				21,368				21,338				75,010				21,359				21,315				21,167

PACIFIC DRILLING S.A. AND SUBSIDIARIES   Condensed Consolidated Balance Sheets (in thousands) (unaudited)
			Successor					Predecessor
			December 31,					September 30,					December 31,
			2018					2018					2017
Assets:
Cash and cash equivalents			$	367,577				$	199,459				$	308,948
Restricted cash				21,498					1,032,691					8,500
Accounts receivable, net				40,549					34,977					40,909
Other receivable				28,000					—					—
Materials and supplies				40,429					84,299					87,332
Deferred costs, current				482					11,623					14,892
Prepaid expenses and other current assets				8,667					10,214					14,774
Total current assets				507,202					1,373,263					475,355
Property and equipment, net				1,915,172					4,456,043					4,652,001
Long-term receivable				—					202,575					202,575
Receivable from unconsolidated subsidiaries				204,790					—					—
Intangible asset				85,053					—					—
Investment in unconsolidated subsidiaries				11,876					—					—
Other assets				24,120					26,742					33,030
Total assets			$	2,748,213				$	6,058,623				$	5,362,961
Liabilities and shareholders’ equity:
Accounts payable			$	14,941				$	14,937				$	11,959
Accrued expenses				25,744					56,187					36,174
Accrued interest				16,576					32,534					6,088
Deferred revenue, current				—					19,136					23,966
Total current liabilities				57,261					172,794					78,187
Long-term debt, net of current maturities				1,039,335					961,091					—
Payable to unconsolidated subsidiaries				4,400					—					—
Deferred revenue				—					—					12,973
Other long-term liabilities				28,259					30,494					32,323
Total liabilities not subject to compromise				1,129,255					1,164,379					123,483
Liabilities subject to compromise				—					3,084,836					3,087,677
Shareholders’ equity:
Common shares				750					214					213
Additional paid-in capital				1,645,692					2,368,070					2,366,464
Accumulated other comprehensive loss				—					(13,915	)				(14,493	)
Accumulated deficit				(27,484	)				(544,961	)				(200,383	)
Total shareholders’ equity				1,618,958					1,809,408					2,151,801
Total liabilities and shareholders’ equity			$	2,748,213				$	6,058,623				$	5,362,961

PACIFIC DRILLING S. A. AND SUBSIDIARIES   Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)
			Successor				Predecessor												Successor				Predecessor
			Period from																Period from
			November				Period from				Three				Three				November				Period from
				20,			October 1,				Months				Months					20,			January 1,				Year				Year
			through				through				Ended				Ended				through				through				Ended				Ended
			December				November				September				December				December				November				December				December
				31,				19,				30,				31,				31,				19,				31,				31,
				2018				2018				2018				2017				2018				2018				2017				2016
Cash flow from operating activities:
Net loss			$	(27,484	)		$	(1,810,299	)		$	(144,783	)		$	(129,732	)		$	(27,484	)		$	(2,154,877	)		$	(525,166	)		$	(37,157	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense				27,277				38,187				70,125				69,894				27,277				248,302				278,949				275,901
Amortization of deferred revenue				—				(2,890	)			(5,319	)			(5,145	)			—				(20,212	)			(46,829	)			(67,053	)
Amortization of deferred costs				128				1,645				2,976				3,080				128				13,882				11,689				13,945
Amortization of deferred financing costs				—				1,639				—				—				—				1,639				24,889				18,786
Amortization of debt premium, net				(38	)			—				—				—				(38	)			—				940				1,279
Interest paid-in-kind				3,732				4,477				456				—				3,732				4,933				—				—
Write-off of deferred financing costs				—				—				—				—				—				—				30,846				—
Deferred income taxes				(6,507	)			7,172				(661	)			7,497				(6,507	)			4,103				7,409				15,494
Share-based compensation expense				599				932				440				781				599				2,543				6,819				7,094
Gain on debt extinguishment				—				—				—				—				—				—				—				(36,233	)
Other-than-temporary impairment of available-for-sale securities				—				—				—				682				—				—				6,829				—
Reorganization items				—				1,724,494				15,393				5,315				—				1,746,764				5,315				—
Changes in operating assets and liabilities:
Accounts receivable				(11,670	)			6,096				2,616				(4,548	)			(11,670	)			12,028				53,713				73,428
Materials and supplies				(122	)			499				1,078				1,999				(122	)			3,532				6,187				2,564
Prepaid expenses and other assets				(11,177	)			(39,254	)			2,421				(10,327	)			(11,177	)			(32,962	)			(20,457	)			(29,276	)
Accounts payable and accrued expenses				(16,490	)			(20,808	)			29,751				20,472				(16,490	)			(10,096	)			38,214				(24,843	)
Deferred revenue				—				—				—				3,056				—				(481	)			5,780				35,175
Net cash provided by (used in) operating activities				(41,752	)			(88,110	)			(25,507	)			(36,976	)			(41,752	)			(180,902	)			(114,873	)			249,104
Cash flow from investing activities:
Capital expenditures				(2,697	)			(3,544	)			(4,292	)			(3,883	)			(2,697	)			(18,624	)			(36,645	)			(52,625	)
Deconsolidation of Zonda Debtors				—				(4,910	)			—				—				—				(4,910	)			—				—
Purchase of available-for-sale securities				—				—				—				—				—				—				(6,000	)			—
Net cash used in investing activities				(2,697	)			(8,454	)			(4,292	)			(3,883	)			(2,697	)			(23,534	)			(42,645	)			(52,625	)
Cash flow from financing activities:
Payments for shares issued under share-based compensation plan				(126	)			—				—				—				(126	)			(4	)			(199	)			(89	)
Proceeds from debtor-in-possession financing				—				—				50,000				—				—				50,000				—				—
Payments for debtor-in-possession financing				—				(50,000	)			—				—				—				(50,000	)			—				—
Proceeds from long-term debt				—				—				1,000,000				—				—				1,000,000				—				450,000
Payments on long-term debt				—				(1,136,478	)			—				—				—				(1,136,478	)			(146,473	)			(110,832	)
Proceeds from equity offerings				—				500,000				—				—				—				500,000				—				—
Payments for financing costs				(13,525	)			(1,933	)			(27,422	)			—				(13,525	)			(29,355	)			(4,530	)			(25,423	)
Net cash provided by (used in) financing activities				(13,651	)			(688,411	)			1,022,578				—				(13,651	)			334,163				(151,202	)			313,656
Increase (decrease) in cash and cash equivalents				(58,100	)			(784,975	)			992,779				(40,859	)			(58,100	)			129,727				(308,720	)			510,135
Cash, cash equivalents and restricted cash, beginning of period				447,175				1,232,150				239,371				358,307				447,175				317,448				626,168				116,033
Cash, cash equivalents and restricted cash, end of period			$	389,075			$	447,175			$	1,232,150			$	317,448			$	389,075			$	447,175			$	317,448			$	626,168

EBITDA and Adjusted EBITDA Reconciliation

EBITDA is defined as earnings before interest expense, taxes, depreciation and amortization. Adjusted EBITDA is defined as earnings before interest expense, taxes, depreciation, amortization, other-than-temporary impairment of available-for-sale securities, write-off of deferred financing costs, gain on debt extinguishment, equity earnings in unconsolidated subsidiaries, expenses to unconsolidated subsidiaries, net and reorganization items. EBITDA and Adjusted EBITDA do not represent and should not be considered an alternative to net income, operating income, cash flow from operations or any other measure of financial performance presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies. EBITDA and Adjusted EBITDA are included herein because they are used by management to measure the Company’s operations. Management believes that EBITDA and Adjusted EBITDA present useful information to investors regarding the Company’s operating performance.

PACIFIC DRILLING S.A. AND SUBSIDIARIES   Supplementary Data—Reconciliation of Net Loss to Non-GAAP EBITDA and Adjusted EBITDA (in thousands) (unaudited)
			Successor				Predecessor												Successor				Predecessor
			Period from				Period from				Three				Three				Period from				Period from
			November 20,				October 1,				Months				Months				November 20,				January 1,				Year				Year
			through				through				Ended				Ended				through				through				Ended				Ended
			December 31,				November 19,				September 30,				December 31,				December 31,				November 19,				December 31,				December 31,
			2018				2018				2018				2017				2018				2018				2017				2016
Net loss			$	(27,484	)		$	(1,810,299	)		$	(144,783	)		$	(129,732	)		$	(27,484	)		$	(2,154,877	)		$	(525,166	)		$	(37,157	)
Add:
Interest expense				10,904				29,046				45,446				27,438				10,904				106,632				178,983				189,044
Depreciation and amortization expense				27,277				38,187				70,125				69,894				27,277				248,302				278,949				275,901
Income tax expense (benefit)				(6,769	)			(3,261	)			201				8,770				(6,769	)			(2,308	)			12,863				22,107
EBITDA			$	3,928			$	(1,746,327	)		$	(29,011	)		$	(23,630	)		$	3,928			$	(1,802,251	)		$	(54,371	)		$	449,895
Add (subtract):
Other-than-temporary impairment of available-for-sale securities				—				—				—				682				—				—				6,829				—
Write-off of deferred financing costs				—				—								—				—				—				30,846				—
Gain on debt extinguishment				—				—				—				—				—				—				—				(36,233	)
Equity earnings in unconsolidated subsidiaries				(392	)			—				—				—				(392	)			—				—				—
Expenses to unconsolidated subsidiaries, net				1,198				—				—				—				1,198				—				—				—
Reorganization items				1,300				1,743,556				30,599				6,474				1,300				1,799,664				6,474				—
Adjusted EBITDA			$	6,034			$	(2,771	)		$	1,588			$	(16,474	)		$	6,034			$	(2,587	)		$	(10,222	)		$	413,662

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Contact information

Investor Contact:
Johannes (John) P. Boots
Pacific Drilling S.A.
+713 334 6662
Investor@pacificdrilling.com

Media Contact:
Amy L. Roddy
Pacific Drilling S.A.
+713 334 6662
Media@pacificdrilling.com