UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
 
 
 
 
FORM 8-K
 
 
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 19, 2015
 
 
 
 
 
 
PARAGON OFFSHORE plc
(Exact name of Registrant as specified in its charter)

 
 
 
 
 
 
 
 
 
 
 
 
England and Wales
 
001-36465
 
98-1146017
(State or other jurisdiction of
incorporation or organization)
 
(Commission
file number)
 
(I.R.S. employer
identification number)
 
 
 
 
3151 Briarpark Drive, Suite 700
Houston, Texas
 
77042
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: + 1 832 783 4000
 
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02.    Results of Operation and Financial Condition.
On February 19, 2015, Paragon Offshore plc (the “Company”) issued a press release announcing its consolidated and combined financial results for the three and twelve months ended December 31, 2014. A copy of such press release is included as Exhibit 99.1 hereto and will be published on the Company’s web site at www.paragonoffshore.com.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
 

Item 9.01.    Financial Statements and Exhibits.
 
(d)
Exhibits

Exhibit 99.1
Paragon Offshore plc Press Release dated February 19, 2015.



2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales
 
 
 
 
Date:
February 19, 2015
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Steven A. Manz
 
 
 
Name:
 
Steven A. Manz
 
 
 
Title:
 
Senior Vice President and Chief Financial Officer


3



INDEX TO EXHIBITS

Exhibit No.
Description

99.1
Paragon Offshore plc Press Release dated February 19, 2015, announcing its consolidated and combined financial results for the three and twelve months ended December 31, 2014.            



4




EXHIBIT 99.1
 
Paragon Offshore plc
3151 Briarpark Drive
Suite 700
Houston, Texas 77042
 
 
 
PRESS RELEASE
PARAGON OFFSHORE REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS

HOUSTON, February 19, 2015 - Paragon Offshore plc (“Paragon”) (NYSE: PGN) today reported a fourth quarter 2014 net income of $2.8 million, or $0.03 per diluted share as compared to fourth quarter 2013 net income of $37.6 million, or $0.44 per diluted share. Results for the quarter include a $130.5 million, or $1.47 per diluted share, non-cash impairment charge related to Paragon’s four cold-stacked units, the Paragon MSS3, Paragon DPDS4, Paragon FPSO1, and Paragon B153 each of which the company has decided to scrap. Results also included an $11.7 million, or $0.13 per diluted share, gain related to the previously disclosed repurchase of an aggregate principal amount of $35.2 million of its senior unsecured notes. Excluding the impairment, the tax impact of the loss on impairment, and the gain, Paragon’s adjusted net income (see Reconciliation of GAAP to Non-GAAP Financial Measures Table for a reconciliation to net income) was $80.3 million, or $0.90 per diluted share. Results for Prospector Offshore Drilling S.A. (“Prospector”), in which Paragon acquired a majority interest on November 17, 2014, were included in Paragon’s results for the quarter.

The Company has revised its tax provision and net income for the three month period ended September 30, 2014 to correct the amortization of our deferred tax liability related to the Paragon DPDS1.  In connection with the impairment of the Paragon DPDS1 during the third quarter, a tax benefit should have been recorded to proportionally eliminate the related deferred tax liability specifically related to the Paragon DPDS1.  The revision resulted in an additional non-cash tax benefit of $25.1 million, or $0.28 per diluted share and corresponding increase to net income during the third quarter of 2014.  We have concluded that this misstatement was not material to our consolidated and combined financial statements for the aforementioned prior period.

For the twelve month period ending December 31, 2014, Paragon reported a loss of $646.7 million, or $7.63 per diluted share, on revenues of $2.0 billion compared to net income of $360.3 million, or $4.25 per diluted share, on revenues of $1.9 billion for the twelve months ending December 31, 2013. Results for the full year 2014 include non-cash impairment charges of $1.1 billion as well as gains of $18.7 million related to the repurchase of the company’s senior unsecured notes. Excluding these items, Paragon’s adjusted net income for full year 2014 was $351.8 million or $4.07 per diluted share. This compares to net income for full year 2013 of $344.0 million, or $4.06 per diluted share, after adjusting 2013 results for a $43.7 million impairment, a $35.6 million gain on disposal of assets and a $24.4 million net gain on contract settlements/extinguishments (see Reconciliation of GAAP to Non-GAAP Financial Measures Table for a reconciliation to net income).

For periods prior to Paragon’s spin-off from Noble Corporation plc (“Noble”) on August 1, 2014 (the “Spin-Off”), results of operations are based on Noble’s standard-specification business and include contributions from three standard specifications rigs retained by Noble and three standard specification rigs that were sold prior to the Spin-Off. For more information regarding the Spin-Off, please see Paragon’s filings with the U.S. Securities and Exchange Commission (the “SEC”) available on the company’s website at www.paragonoffshore.com.

“Paragon continued to deliver excellent operating results during the fourth quarter against an industry backdrop fraught with volatility,” said Randall D. Stilley, President and Chief Executive Officer. “In addition, we successfully executed the complex acquisition of Prospector, which begins the strategic renewal of our jackup fleet. We also strengthened our balance sheet by repurchasing our senior notes below par value, and secured a rig agreement with Petrobras in Brazil which preserved our backlog and improved our cash position. The coming year will be a challenging one, but we believe Paragon’s geographic diversity, fleet quality, operating capabilities, and safety performance will distinguish us in a market where many competitors, particularly those with newbuild assets, may struggle to secure work.”

Total revenues for the fourth quarter of 2014 were $495.0 million compared to $505.2 million in the third quarter of 2014. Excluding the $16.2 million in revenue for the rigs retained by Noble, total revenues for the third quarter of 2014 were $489.0 million. Paragon reported utilization for its marketed rig fleet, which excludes two cold stacked floaters and one cold stacked jackup, as 84 percent

5



for the fourth quarter of 2014, which was an improvement of two percent compared to the third quarter of 2014. Average daily revenues decreased one percent in the fourth quarter to $149,000 per rig compared to the previous quarter average of $151,000 per rig. Contract drilling operating costs increased three percent in the fourth quarter to $224.5 million compared to $217.4 million in the third quarter of 2014.

Net cash from operating activities was $130.9 million in the fourth quarter of 2014 as compared to $160.4 million for the third quarter of the year. Capital expenditures in the fourth quarter totalled $79.3 million, bringing the total for the twelve months ended December 31, 2014 to $261.6 million. At December 31, 2014, liquidity, defined as cash and cash equivalents plus availability under the company’s revolving credit facility, totalled $703.5 million while the ratio of the company’s net debt to trailing twelve months EBITDA, as defined in the company’s revolving credit facility, was 2.0 at December 31, 2014. The calculated ratio excludes $366.7 million of debt related to the acquisition of Prospector which is classified as an unrestricted subsidiary of Paragon under the revolving credit facility.
Operating Highlights
Paragon’s total contract backlog at December 31, 2014 was an estimated $2.2 billion compared to $2.0 billion at September 30, 2014.
Utilization of Paragon’s marketed floating rig fleet decreased in the fourth quarter to 94 percent compared to 100 percent in the third quarter of 2014. Average daily revenues for Paragon’s floating rig fleet decreased one percent to $287,000 per rig in the fourth quarter of 2014 from $291,000 per rig in the third quarter of 2014.
Fourth quarter 2014 utilization of Paragon’s marketed jackup rig fleet increased to 82 percent compared to the 79 percent utilization achieved during the third quarter of 2014. Average daily revenues for Paragon’s jackup fleet during the fourth quarter improved by three percent to $120,000 per rig from $117,000 per rig during the third quarter of 2014.
At the end of the fourth quarter of 2014, an estimated 55 percent of the available rig operating days were committed for 2015, including 71 percent and 52 percent of the floating and jackup rig days, respectively. The calculations for committed operating days exclude available days related to two floating units, one jackup and the FPSO that are currently cold stacked.
Outlook
During the quarter, Paragon added approximately $590.3 million in backlog related primarily to new contracts and extensions in the North Sea and India. This includes an increase in the North Sea of approximately $353.9 million related to the acquisition of the Prospector 1, which is contracted until mid-September 2016 at a dayrate of $185,000 and the Prospector 5, which is contracted until mid-November 2017 at a dayrate of $218,000. In India, three new contracts were added for the Paragon M1161, Paragon L786, and Paragon L1112, each of which have contract lengths of three years with respective net dayrates of $62,000, $53,000 and $62,000.
In addition, Paragon announced in its February 17, 2015 Fleet Status Report that in the North Sea, the Paragon HZ1 received a contract extension from early July 2015 to late August 2016 at a rate of $142,000 while the Paragon C463 received a new contract with GDF SUEZ for 225 days beginning late January 2015 at a dayrate of $130,000. Finally, the Paragon C20052 received a contract award for 75 days at $170,000.
Mr. Stilley concluded, “Our most recent Fleet Status Report illustrates clearly that our drilling rigs continue to be in demand. Our safe, reliable, and efficient operations have enabled us to position ourselves as the high-quality, low-cost drilling contractor and in the current low oil-price environment, our customers will continue to realize value through their choice of Paragon Offshore.”
About Paragon Offshore
Paragon is a global provider of offshore drilling rigs. Paragon’s drilling fleet includes 32 jackups and six floaters (four drillships and two semisubmersibles). In addition, Paragon is the majority shareholder of Prospector Offshore Drilling S.A., a publicly traded offshore drilling company on the Oslo Axess stock exchange that owns and operates two high specification jackups. Paragon’s primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon’s principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales with company number 08814042 and registered office at 20-22 Bedford Row, London, WC1R 4JS, England. Additional information is available at www.paragonoffshore.com.

6



Forward-Looking Disclosure Statement
This release contains forward-looking statements. Statements regarding contract backlog, earnings, costs, revenue, rig demand, fleet condition or performance, shareholder value, contract commitments, dayrates, contract commencements, contract extensions or renewals, industry fundamentals, customer relationships and requirements, strategic initiatives, future performance, growth opportunities, market outlook, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to risks associated with the general nature of the oil and gas industry, risks associated with the operation of Paragon as a separate, publicly traded company, actions by regulatory authorities, customers and other third parties, and other factors detailed in the “Risk Factors” section of Paragon’s registration statement on Form 10 as filed with the SEC on July 14, 2014, in Paragon’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, and in Paragon’s other filings with the SEC, which are available free of charge on the SEC's website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Conference Call
Paragon also scheduled a teleconference and webcast related to its fourth quarter and full year 2014 results on Friday, February 20, 2015, at 8:00 a.m. U.S. Central Standard Time. The teleconference can be accessed from the U.S. and Canada by dialling 1-888-771-4371, or internationally by dialling 1-847-585-4405, and using access code: 38946331. Interested parties may also listen to the webcast through a link posted on Paragon's website at www.paragonoffshore.com, under "Events & Presentations" in the "Investor Relations" section of the website.
A telephonic replay of the conference call will be available on Friday, February 20, 2015, beginning at approximately 12:00 p.m. U.S. Central Standard Time, through Friday, March 6, 2015, ending at approximately 11:00 p.m. U.S. Central Standard Time. The phone number for the conference call replay is 1-888-843-7419 or, for calls from outside of the U.S., 1-630-652-3042, using access code: 38946331#.  A replay of the conference call will also be available on Paragon's website at www.paragonoffshore.com, under "Events & Presentations" in the "Investor Relations" section of the website.
For additional information, contact:
 
 
 
For Investors
  
Lee M. Ahlstrom
& Media:
  
Senior Vice President – Investor Relations, Strategy and Planning
 
  
 +1.832.783.4040


7



PARAGON OFFSHORE PLC
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2014
 
2013
 
2014
 
2013
Operating revenues
 
 
 
 
 
 
 
 
Contract drilling services
 
$
456,026

 
$
461,985

 
$
1,866,497

 
$
1,807,952

Reimbursables
 
30,412

 
13,324

 
93,786

 
49,810

Labor contract drilling services
 
8,482

 
8,996

 
33,401

 
35,146

Other
 
73

 

 
78

 
94

 
 
494,993

 
484,305

 
1,993,762

 
1,893,002

Operating costs and expenses
 
 
 
 
 
 
 
 
Contract drilling services
 
224,536

 
244,556

 
890,694

 
914,702

Reimbursables
 
26,401

 
11,156

 
77,843

 
38,341

Labor contract drilling services
 
5,745

 
6,477

 
24,774

 
24,333

Depreciation and amortization
 
91,088

 
107,259

 
422,235

 
413,305

General and administrative
 
24,116

 
16,993

 
62,081

 
64,907

Loss on impairment
 
130,540

 
40,103

 
1,059,487

 
43,688

Gain on disposal of assets, net
 

 

 

 
(35,646
)
Gain on contract settlements/extinguishments, net
 

 

 

 
(24,373
)
Gain on repurchase of long-term debt
 
(11,744
)
 

 
(18,675
)
 

 
 
490,682

 
426,544

 
2,518,439

 
1,439,257

Operating income (loss)
 
4,311

 
57,761

 
(524,677
)
 
453,745

Other income (expense)
 
 
 
 
 
 
 
 
Interest expense, net of amount capitalized
 
(27,990
)
 
(2,385
)
 
(56,732
)
 
(5,938
)
Interest income and other, net
 
3,116

 
(3,358
)
 
3,998

 
(1,897
)
Income (loss) before income taxes
 
(20,563
)
 
52,018

 
(577,411
)
 
445,910

Income tax provision
 
23,307

 
(14,463
)
 
(69,394
)
 
(85,605
)
Net income (loss)
 
2,744

 
37,555

 
(646,805
)
 
360,305

Net loss attributable to non-controlling interests
 
59

 

 
59

 

Net income (loss) attributable to Paragon Offshore
 
$
2,803

 
$
37,555

 
$
(646,746
)
 
$
360,305

 
 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
 
Basic and diluted
 
$
0.03

 
$
0.44

 
$
(7.63
)
 
$
4.25



8



PARAGON OFFSHORE PLC
CONSOLIDATED AND COMBINED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
 
December 31,
 
December 31,
 
 
2014
 
2013
ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
69,274

 
$
36,581

Accounts receivable
 
539,376

 
356,241

Prepaid and other current assets
 
104,644

 
51,182

Total current assets
 
713,294

 
444,004

 
 
 
 
 
Property and equipment, net
 
2,410,360

 
3,459,684

Other assets
 
129,735

 
79,111

Total assets
 
$
3,253,389

 
$
3,982,799

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Current maturities of long-term debt
 
$
272,166

 
$

Accounts payable
 
160,874

 
124,442

Accrued payroll and related costs
 
81,416

 
60,738

Other current liabilities
 
207,838

 
41,374

Total current liabilities
 
722,294

 
226,554

 
 
 
 
 
Long-term debt
 
1,888,439

 
1,561,141

Deferred income taxes
 
58,497

 
101,703

Other liabilities
 
89,910

 
88,068

Total liabilities
 
2,759,140

 
1,977,466

 
 
 
 
 
Total shareholders' equity
 
491,608

 
2,005,333

Non-controlling interests
 
2,641

 

Total Equity
 
494,249

 
2,005,333

Total liabilities and equity
 
$
3,253,389

 
$
3,982,799



9



PARAGON OFFSHORE PLC
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
Twelve Months Ended
 
 
December 31,
 
 
2014
 
2013
Cash flows from operating activities
 
 
 
 
Net income (loss)
 
$
(646,805
)
 
$
360,305

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
 
Depreciation and amortization
 
422,235

 
413,305

Loss on impairment
 
1,059,487

 
43,688

Gain on disposal of assets, net
 

 
(35,646
)
Gain on repurchase of Senior Notes
 
(18,675
)
 

Other changes in operating activities
 
(119,256
)
 
40,823

Net cash from operating activities
 
696,986

 
822,475

 
 
 
 
 
Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(261,641
)
 
(366,361
)
Proceeds from sale of assets
 
6,570

 
61,000

 Acquisition of Prospector Offshore Drilling S.A.
 
(176,529
)
 

 Acquisition of Prospector Offshore Drilling S.A. non-controlling interest
 
(10,346
)
 

Change in accrued capital expenditures
 
1,230

 
(12,365
)
Net cash from investing activities
 
(440,716
)
 
(317,726
)
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
Net change in borrowings outstanding on bank credit facilities
 
859,847

 
1,221,332

Proceeds from issuance of Senior Notes and Term Loan Facility
 
1,710,550

 

 Repurchase of Senior Notes
 
(65,354
)
 

 Dividends paid
 
(11,072
)
 

 Debt issuance costs
 
(19,253
)
 
(2,484
)
 Net transfers to parent
 
(2,698,295
)
 
(1,757,554
)
Net cash from financing activities
 
(223,577
)
 
(538,706
)
Net change in cash and cash equivalents
 
32,693

 
(33,957
)
Cash and cash equivalents, beginning of period
 
36,581

 
70,538

Cash and cash equivalents, end of period
 
$
69,274

 
$
36,581



10



PARAGON OFFSHORE PLC
OPERATIONAL INFORMATION
(In thousands, except operating statistics)
(Unaudited)
 
 
 
As Reported
 
Rigs Retained or Sold by Noble
 
As Adjusted
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
December 31,
 
September 30,
 
December 31,
 
September 30,
 
December 31,
 
September 30,
 
 
2014
 
2013
 
2014
 
2014
 
2013
 
2014
 
2014
 
2013
 
2014
Rig fleet operating statistics (1)(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jackups:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Rig Utilization
 
80
%
 
85
%
 
77
%
 
n/a
 
57
%
 
50
%
 
80
%
 
87
%
 
77
%
Marketed Utilization (3)
 
82
%
 
88
%
 
79
%
 
n/a
 
57
%
 
50
%
 
82
%
 
90
%
 
80
%
Operating Days
 
2,548

 
2,830

 
2,447

 
n/a
 
105

 
31

 
2,548

 
2,725

 
2,416

Average Dayrate
 
$
120,252

 
$
106,429

 
$
116,967

 
n/a
 
$
98,527

 
$
98,194

 
$
120,252

 
$
106,734

 
$
117,208

Floaters:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Rig Utilization
 
71
%
 
68
%
 
76
%
 
n/a
 
82
%
 
100
%
 
71
%
 
66
%
 
75
%
Marketed Utilization (3)
 
94
%
 
87
%
 
100
%
 
n/a
 
82
%
 
100
%
 
94
%
 
88
%
 
100
%
Operating Days
 
521

 
563

 
583

 
n/a
 
75

 
31

 
521

 
488

 
552

Average Dayrate
 
$
287,303

 
$
285,587

 
$
291,498

 
n/a
 
$
410,954

 
$
414,839

 
$
287,303

 
$
266,197

 
$
284,571

Total:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Rig Utilization
 
78
%
 
78
%
 
77
%
 
n/a
 
39
%
 
67
%
 
76
%
 
81
%
 
77
%
Marketed Utilization (3)
 
84
%
 
84
%
 
82
%
 
n/a
 
39
%
 
67
%
 
84
%
 
90
%
 
83
%
Operating Days
 
3,069

 
3,393

 
3,030

 
n/a
 
180

 
62

 
3,069

 
3,213

 
2,968

Average Dayrate
 
$
148,615

 
$
136,150

 
$
150,548

 
n/a
 
$
229,037

 
$
256,516

 
$
148,615

 
$
118,063

 
$
148,334

 
(1)
We define average rig utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold-stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.
(2)
Excludes the Paragon FPSO1.
(3)
Excludes the impact of Paragon cold-stacked rigs.


11



PARAGON OFFSHORE PLC
CALCULATION OF BASIC AND DILUTED EARNINGS PER SHARE
(In thousands, except per share amounts)
(Unaudited)
The following table sets forth the computation of basic and diluted net income and earnings per share:
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2014
 
2013
 
2014
 
2013
Allocation of net income
 
 
 
 
 
 
 
 
Basic and Diluted
 
 
 
 
 
 
 
 
Net income (loss) attributable to Paragon Offshore
 
$
2,803

 
$
37,555

 
$
(646,746
)
 
$
360,305

Earnings allocated to unvested share-based payment awards (1)
 
(127
)
 

 

 

Net income to ordinary shareholders - basic and diluted
 
$
2,676

 
$
37,555

 
$
(646,746
)
 
$
360,305

 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding - basic and diluted
 
84,753

 
84,753

 
84,753

 
84,753

 
 
 
 
 
 
 
 
 
Weighted average unvested share-based payment awards (1)
 
4,012

 

 
1,761

 

 
 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
 
Basic and Diluted
 
$
0.03

 
$
0.44

 
$
(7.63
)
 
$
4.25


(1)
No earnings were allocated to unvested share-based payment awards in our earnings per share calculation for the year ended December 31, 2014 due to our net loss in the current year. Our basis of presentation related to weighted average unvested shares outstanding for all periods prior to the Spin-Off does not include our unvested restricted stock units that were granted to our employees in conjunction with Paragon's 2014 Employee Omnibus Incentive Plan. As a result, we also have no earnings allocated to unvested share-based payment awards in our earnings per share calculation for periods prior to the Spin-Off.
    

12



PARAGON OFFSHORE PLC
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)
(Unaudited)
The following table sets forth the reconciliation of adjusted net income (non-GAAP) to net income:
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Paragon Offshore
 
$
2,803

 
$
37,555

 
(646,746
)
 
360,305

Adjustments:
 
 
 
 
 
 
 
 
Gain on repurchase of long-term debt
 
(11,744
)
 

 
(18,675
)
 

Gain on disposal of assets, net
 

 

 

 
(35,646
)
Gain on contract settlements/extinguishments, net
 

 

 

 
(24,373
)
Tax impact of loss on impairment (1)
 
(41,273
)
 

 
(42,250
)
 

Loss on impairment
 
130,540

 
40,103

 
1,059,487

 
43,688

Adjusted net income
 
$
80,326

 
$
77,658

 
$
351,816

 
$
343,974

 
 
 
 
 
 
 
 
 
Allocation of adjusted net income
 
 
 
 
 
 
 
 
Basic and Diluted
 
 
 
 
 
 
 
 
Adjusted net income
 
$
80,326

 
$
77,658

 
$
351,816

 
$
343,974

Earnings allocated to unvested share-based payment awards (2)
 
(3,631
)
 

 
(7,161
)
 

Adjusted net income to ordinary shareholders - basic and diluted
 
$
76,695

 
$
77,658

 
$
344,655

 
$
343,974

 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding - basic and diluted
 
84,753

 
84,753

 
84,753

 
84,753

 
 
 
 
 
 
 
 
 
Weighted average unvested share-based payment awards
 
4,012

 

 
1,761

 

 
 
 
 
 
 
 
 
 
Adjusted earnings per share
 
 
 
 
 
 
 
 
Basic and Diluted
 
$
0.90

 
$
0.92

 
$
4.07

 
$
4.06


(1)
No adjustments for taxes were made for 2013 as income taxes were prepared on a separate return basis as if we had been a standalone company.
(2)
Although no earnings were allocated to unvested share-based payment awards in our earnings per share calculation for the year ended December 31, 2014 due to our net loss in the current year, we have allocated earnings to unvested share-based payment awards in our calculation of adjusted earnings per share.


13



PARAGON OFFSHORE PLC
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Cont’d)
(In thousands, except operating statistics)
(Unaudited) 
 
 
As Reported
 
Rigs Retained or Sold by Noble
 
As Adjusted
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
December 31,
 
September 30,
 
December 31,
 
September 30,
 
December 31,
 
September 30,
 
 
2014
 
2013
 
2014 (1)
 
2014
 
2013
 
2014
 
2014
 
2013
 
2014 (1)
Operating revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contract drilling services
 
$
456,026

 
$
461,985

 
$
456,174

 
$

 
$
41,341

 
$
15,904

 
$
456,026

 
$
420,644

 
$
440,270

Labor contract drilling services
 
8,482

 
8,996

 
8,562

 

 

 

 
8,482

 
8,996

 
8,562

Reimbursables and other
 
30,485

 
13,324

 
40,486

 

 
1,001

 
327

 
30,485

 
12,323

 
40,159

 
 
494,993

 
484,305

 
505,222

 

 
42,342

 
16,231

 
494,993

 
441,963

 
488,991

Operating costs and expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contract drilling services
 
224,536

 
244,556

 
217,378

 

 
18,922

 
5,701

 
224,536

 
225,634

 
211,677

Labor contract drilling services
 
5,745

 
6,477

 
6,593

 

 

 

 
5,745

 
6,477

 
6,593

Reimbursables
 
26,401

 
11,156

 
35,592

 

 
624

 
158

 
26,401

 
10,532

 
35,434

Depreciation and amortization
 
91,088

 
107,259

 
108,027

 

 
12,270

 
3,877

 
91,088

 
94,989

 
104,150

General and administrative
 
24,116

 
16,993

 
12,037

 

 
1,555

 
536

 
24,116

 
15,438

 
11,501

Loss on impairment
 
130,540

 
40,103

 
928,947

 

 

 

 
130,540

 
40,103

 
928,947

Gain on repurchase of long-term debt
 
(11,744
)
 

 
(6,931
)
 

 

 

 
(11,744
)
 

 
(6,931
)
 
 
490,682

 
426,544

 
1,301,643

 

 
33,371

 
10,272

 
490,682

 
393,173

 
1,291,371

Operating income
 
4,311

 
57,761

 
(796,421
)
 

 
8,971

 
5,959

 
4,311

 
48,790

 
(802,380
)
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net of amount capitalized
 
(27,990
)
 
(2,385
)
 
(22,453
)
 
n/a

 
n/a

 
n/a

 
(27,990
)
 
(2,385
)
 
(22,453
)
Interest income and other, net
 
3,116

 
(3,358
)
 
340

 
n/a

 
n/a

 
n/a

 
3,116

 
(3,358
)
 
340

Income (loss) before income taxes
 
(20,563
)
 
52,018

 
(818,534
)
 

 
8,971

 
5,959

 
(20,563
)
 
43,047

 
(824,493
)
Income tax provision
 
23,307

 
(14,463
)
 
(50,626
)
 
n/a

 
n/a

 
n/a

 
23,307

 
(14,463
)
 
(50,626
)
Net income (loss)
 
2,744

 
37,555

 
(869,160
)
 

 
8,971

 
5,959

 
2,744

 
28,584

 
(875,119
)
Net loss attributable to non-controlling interests
 
59

 

 

 

 

 

 
59

 

 

Net income (loss) attributable to Paragon Offshore
 
$
2,803

 
$
37,555

 
$
(869,160
)
 
$

 
$
8,971

 
$
5,959

 
$
2,803

 
$
28,584

 
$
(875,119
)
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax provision
 
 
 
 
 
 
 
 
 
 
 
 
 
(23,307
)
 
14,463

 
50,626

Interest expense, net of amount capitalized
 
 
 
 
 
 
 
 
 
 
 
 
 
27,990

 
2,385

 
22,453

Loss on impairment
 
 
 
 
 
 
 
 
 
 
 
 
 
130,540

 
40,103

 
928,947

Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
91,088

 
94,989

 
104,150

Gain on repurchase of long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
(11,744
)
 

 
(6,931
)
Interest income and other, net
 
 
 
 
 
 
 
 
 
 
 
 
 
(3,116
)
 
3,358

 
(340
)
EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
$
214,254

 
$
183,882

 
$
223,786

(1)
Net income for the three month period ended September 30, 2014 has been revised to correct the amortization of our deferred tax liability related to the Paragon DPDS1. In connection with the impairment of the Paragon DPDS1 during the third quarter, a tax benefit should have been recorded to proportionally eliminate the deferred tax liability specifically related to the Paragon DPDS1. The revision resulted in an additional non-cash tax benefit of $25.1 million and corresponding increase to net income during the third quarter. We have concluded that this misstatement was not material to our consolidated and combined financial statements for the aforementioned prior period.

14