Transocean Ltd. Form 10-Q Summary
Reporting period: Three months ended March 31, 2012; filed May 2, 2012. The unaudited statements cover Transocean Ltd. and subsidiaries. Transocean provides international offshore contract drilling, drilling management, engineering and project-management services. At March 31, 2012, it operated approximately 130 mobile offshore drilling units, including 50 high-specification floaters, 25 midwater floaters, nine high-specification jackups, 45 standard jackups and one swamp barge, with six units under construction.
Key Financial Metrics
| Metric | Q1 2012 | Q1 2011 | Change |
|---|---|---|---|
| Operating revenues | $2.331 billion | $2.144 billion | 9% increase |
| Contract drilling revenues | $2.203 billion | $1.950 billion | 13% increase |
| Operating income | $270 million | $372 million | 27% decrease |
| Operating margin | 11.6% | 17.4% | Down 5.8 percentage points |
| Income from continuing operations | $74 million | $164 million | 55% decrease |
| Net income attributable to controlling interest | $42 million | $310 million | 86% decrease |
| Basic and diluted EPS | $0.12 | $0.96 | Decrease |
| Net cash from operating activities | $540 million | $390 million | $150 million increase |
| Capital expenditures | $260 million | $240 million | $20 million increase |
Contract drilling revenue growth reflected approximately $95 million from two Aker Drilling semisubmersibles, $75 million from a newbuild unit and $70 million from improved operating rates after the U.S. Gulf of Mexico drilling moratorium. Other revenue declined $67 million, primarily because of lower drilling management services activity.
Operating income was reduced by $227 million of impairment charges, including a $118 million incremental goodwill impairment, $92 million of drilling-management intangible impairments and a $17 million impairment of GSF Rig 136. Interest expense increased to $180 million from $145 million, primarily because of debt issued or assumed in late 2011. The effective annual tax rate was estimated at 25.5%, compared with 19.3% in the prior-year period.
Liquidity, Debt and Financial Position
- Cash and cash equivalents were $3.982 billion at March 31, 2012, compared with $4.017 billion at December 31, 2011. Management estimated that approximately $1.0 billion of cash was needed for working capital and operating requirements.
- Total debt was $13.456 billion, including $821 million attributable to consolidated variable-interest entities. Debt due within one year was $2.792 billion, including the assumed December 2012 repurchase of $1.722 billion principal amount of Series C convertible notes.
- The $2.0 billion revolving credit facility had no borrowings, $24 million of letters of credit outstanding and full borrowing capacity available at March 31, 2012. The debt-to-tangible-capitalization ratio under the facility was 0.5 to 1.0, below the 0.6 to 1.0 covenant maximum.
- Letters of credit totaled $653 million and surety bonds totaled $12 million. Restricted cash investments totaled approximately $913 million.
- Net cash used in investing activities was $207 million, while net cash used in financing activities was $368 million, including the $278 million final installment of the approved $3.16-per-share distribution of additional paid-in capital.
- Assets totaled $34.715 billion and total equity was $15.723 billion at March 31, 2012.
Material Changes Versus Q1 2011
- Revenue, utilization and daily revenue improved: revenue-earning days increased 10% to 7,335, utilization rose to 61% from 55%, and fleet average daily revenue increased 3% to $300,300.
- Revenue growth did not translate into higher operating profit because operating and maintenance costs increased 4%, impairment charges totaled $227 million, and the prior-year period included an $8 million disposal gain compared with a $4 million loss in 2012.
- Net income attributable to controlling interest fell to $42 million from $310 million. The comparison was also affected by a $176 million gain from discontinued operations in Q1 2011 versus a $15 million loss in Q1 2012.
- Operating cash flow increased despite lower reported earnings, supported by noncash impairment and depreciation charges and lower working-capital cash usage.
- Debt increased materially from the Aker Drilling acquisition and late-2011 financing, contributing to higher interest expense. The company redeemed the remaining $30 million of Series B convertible notes in February 2012.
- Quantum exercised its put option over its 50% TPDI interest and elected to exchange the interest for Transocean shares, although it could change its election to cash before closing.
Outlook, Commentary and Unusual Items
- Management expected commodity prices and customer exploration programs to support improved contracting opportunities, utilization and dayrates through 2012 and into 2013. Contract backlog was $20.6 billion at April 18, 2012, down from $21.4 billion at February 14, 2012.
- Management expected 2012 revenue to exceed 2011 revenue, driven by fewer idle and out-of-service days, Aker Drilling additions and newbuild deliveries. Operating and maintenance expenses were also expected to exceed 2011 levels because of additional rigs, higher personnel costs and increased drilling activity.
- Management projected approximately $1.2 billion of 2012 capital expenditures, including approximately $205 million for major construction projects. Remaining estimated costs for disclosed major projects totaled approximately $1.449 billion after March 31, 2012.
- Uncommitted fleet rates for the remainder of 2012 were 17% for high-specification floaters, 42% for midwater floaters, 24% for high-specification jackups and 35% for standard jackups. Contract backlog and dayrates remain subject to customer options, downtime, contract termination and market conditions.
- The Macondo well incident remains the principal contingency. At March 31, 2012, Transocean had accrued $1.2 billion for probable and estimable loss contingencies and recorded a $222 million insurance recovery asset. Additional reasonably possible losses could not be estimated and may exceed recorded amounts.
- The Macondo-related trial was stayed after the announced BP/Plaintiff Steering Committee partial settlement. Key indemnity, environmental, civil penalty, insurance and government claims remain unresolved.
- Significant tax matters remain pending, including U.S. assessments relating to 2006-2009, Norwegian assessments and criminal proceedings, and Brazilian assessments. The company reported $764 million of unrecognized tax benefits including interest and penalties.
- A Brazilian lawsuit related to the Frade field incident sought approximately $11.0 billion in damages and broad operating injunctions. The company stated that Chevron contractual indemnity provisions may apply.
- Subsequent to quarter-end, Transocean completed certain asset sales, prepaid $115 million of Aker term-loan borrowings, completed the sale of Challenger Minerals Inc. and classified GSF Adriatic II as held for sale.
Most Important Facts to Verify
- Whether Macondo liabilities materially exceed the $1.2 billion accrued amount and whether insurance recoveries, BP indemnity rights or litigation outcomes change the company’s net exposure.
- Whether the Series C convertible notes are repurchased in December 2012 and how that obligation affects cash, debt refinancing and liquidity.
- Whether projected improvements in utilization and dayrates offset higher operating costs, regulatory-related downtime and newbuild spending.
- The status and potential cash impact of U.S., Norwegian and Brazilian tax disputes, including possible security requirements in Norway.
- The closing terms of Quantum’s TPDI interest exchange and whether the consideration is paid in shares or cash.
- Whether backlog converts to revenue at stated contractual dayrates, given customer options, force majeure provisions, downtime and possible contract cancellations.
- The carrying values of goodwill, drilling-management intangibles and drilling units, as additional impairment charges remain possible if market conditions or projected cash flows weaken.