Vantage Drilling International

05/16/2022 | Press release | Distributed by Public on 05/16/2022 15:11

Quarterly Report (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-159299

VANTAGE DRILLING INTERNATIONAL

(Exact name of Registrant as specified in its charter)

Cayman Islands

98-1372204

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o Vantage Energy Services, Inc.

777 Post Oak Boulevard, Suite 440

Houston, TX 77056

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (281) 404-4700

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

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

N/A

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The number of Vantage Drilling International Ordinary Shares outstanding as of May 2, 2022 is 13,115,026shares.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

TABLE OF CONTENTS

Page

SAFE HARBOR STATEMENT

3

PART I-FINANCIAL INFORMATION

Item 1

Financial Statements

6

Consolidated Balance Sheets

6

Consolidated Statement of Operations

7

Consolidated Statement of Shareholders' Equity

8

Consolidated Statement of Cash Flows

9

Notes to Unaudited Consolidated Financial Statements

10

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3

Quantitative and Qualitative Disclosures About Market Risk

33

Item 4

Controls and Procedures

34

PART II-OTHER INFORMATION

Item 1

Legal Proceedings

34

Item 6

Exhibits

34

SIGNATURES

37

2

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are included throughout this Quarterly Report, including under "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" When used, statements which are not historical in nature, including those containing words such as "anticipate," "assume," "believe," "budget," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "would," "will," "future" and similar expressions are intended to identify forward-looking statements in this Quarterly Report.

These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements.

Among the factors that could cause actual results to differ materially are the risks and uncertainties described under "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 30, 2022, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report, and the following:

reduced expenditures by oil and gas exploration and production companies;
general economic conditions and conditions in the oil and gas industry, including the worldwide supply and demand for oil and gas, and expectations regarding future prices of oil and gas;
excess supply of drilling units worldwide;
competition within our industry;
growing focus on climate change including regulatory, social and market efforts to address climate change, and its overall impact on the level of investments being directed to fossil fuel exploration and production companies, and their associated products or services;
our current level of indebtedness and ability to incur additional indebtedness in the near- and long-term;
epidemics, pandemics, global health crises, or other public health events and concerns, such as the spread and resulting impact of the COVID-19 pandemic and the effectiveness of associated vaccinations and treatments;
governmental, tax and environmental regulations and related actions and legal matters, including the actions taken by governments in response to the spread of COVID-19 and its highly contagious variants and sub-lineages, as well as the results and effects of legal proceedings and governmental audits, assessments and investigations;
volatility in the price of commodities due to actions taken by members of OPEC, OPEC+ and other, oil-exploring countries, with respect to oil production levels and announcements of potential changes in such levels, including the ability of members of OPEC+ to agree on and comply with announced supply limitations;
the potential for increased production from U.S. shale producers and non-OPEC countries driven by current oil prices, including the effect of such production rates on the overall global oil and gas supply, demand balance and commodity prices;
termination or renegotiation of our customer contracts, and the invoking of force majeure clauses, including, but not limited to, as a result of the COVID-19 pandemic;
losses on impairment of long-lived assets;
any non-compliance with the U.S. Foreign Corrupt Practices Act, as amended, and any other anti-corruption laws;
the sufficiency of our internal controls;
operating hazards in the offshore drilling industry;
operations in international markets, including geopolitical, global, regional or local economic and financial market risks and challenges, applicability of foreign laws, including foreign labor and employment laws, foreign tax and customs regimes, and foreign currency exchange rate risk;
political disturbances, geopolitical instability and tensions, or terrorist attacks, and associated changes in global trade policies and economic sanctions, including, but not limited to, in connection with Russia's invasion of Ukraine in February 2022;
ability to obtain indemnity from customers;

3

adequacy of insurance coverage upon the occurrence of a catastrophic event;
effects of new products and new technology on the market;
the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems;
our small number of customers;
consolidation of our competitors and suppliers;
termination or renegotiation of vendor contracts;
changes in the status of pending, or the initiation of new litigation, claims or proceedings, including our ability to prevail in the defense of any appeal or counterclaim;
changes in legislation removing or increasing current applicable limitations of liability;
limited mobility of our drilling units between geographic regions;
levels of operating and maintenance costs;
our dependence on key personnel;
availability of workers and the related labor costs;
increased cost of obtaining supplies;
changes in tax laws, treaties or regulations;
credit risks of our key customers and other third parties we engage commercially;
compliance with restrictions and covenants in our debt agreements;
our recent lack of overall profitability and whether we will generate material revenues or profits in the near- and long-term;
our incorporation under the laws of the Cayman Islands and the limited rights to relief that may be available compared to U.S. laws; and
our ability to identify and complete strategic and/or transformational transactions, including acquisitions, dispositions, joint ventures and mergers, as well as the impact that such transactions may have on our operations and financial condition.

Many of these factors are beyond our ability to control or predict. Any, or a combination of these factors, could materially affect our future financial condition or results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

In addition, each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements. We may not update these forward-looking statements, even if our situation changes in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in filings we may make with the SEC, which may be obtained by contacting us or the SEC. These filings are also available through our website at www.vantagedrilling.com or through the SEC's Electronic Data Gathering and Analysis Retrieval system (EDGAR) at www.sec.gov. The contents of our website are not part of this Quarterly Report.

Unless the context indicates otherwise, all references to the "Company," "Vantage Drilling International," "we," "our" or "us" refer to Vantage Drilling International and its consolidated subsidiaries. References to "VDI" refer to Vantage Drilling International, a Cayman Islands exempted company and the group parent company.

4

GLOSSARY OF TERMS

The following terms used in this Quarterly Report have the following meanings, unless specified elsewhere in this Quarterly Report:

Abbreviation/Acronym

Definition

10% Second Lien Notes

The Company's 10% Senior Secured Second Lien Notes due 2020

2016 Amended MIP

The Company's Amended and Restated 2016 Management Incentive Plan

2016 Term Loan Facility

The Company's initial term loans in place in connection with the Reorganization Plan

9.25% First Lien Notes

The Company's 9.25% Senior Secured First Lien Notes due November 15, 2023

ADES

ADES International Holding Ltd, an offshore and onshore provider of oil and gas drilling and production services in the Middle East, India and Africa

ADVantage

ADVantage Drilling Services SAE, a joint venture owned 51% by the Company and 49% by ADES

ASC

Accounting Standards Codification

Board of Directors

The Company's board of directors

Comparable Quarter

The three months ended March 31, 2021

Conversion

The conversion of all of the Convertible Notes into Ordinary Shares

Convertible Notes

The Company's 1%/12% Step-Up Senior Secured Third Lien Convertible Notes due 2030

COVID-19

Coronavirus disease 2019, a new strain of coronavirus caused by SARS-CoV-2

Current Quarter

The three months ended March 31, 2022

DOJ

U.S. Department of Justice

EDC

Emerald Driller Company

Effective Date

February 10, 2016, the date the Company emerged from bankruptcy

EPS

Earnings per share

Exchange Act

Securities Exchange Act of 1934, as amended

First Lien Indenture

First Lien Indenture, dated as of November 30, 2018, by and between Vantage Drilling International and U.S. Bank National Association

IRS

U.S. Internal Revenue Service

OPEC

The Organization of the Petroleum Exporting Countries

OPEC+

The Organization of the Petroleum Exporting Countries plus 10 non-OPEC nations

Ordinary Shares

The Company's ordinary shares, par value $0.001 per share

PBGs

Performance-based restricted stock units

QLE

A qualified liquidity event as defined in the 2016 Amended MIP

Reorganization Plan

The Company's pre-packaged plan of reorganization under Chapter 11 of Title 11 of the U.S. Bankruptcy Code

ROU

Right-of-use

SEC

Securities and Exchange Commission

Securities Act

Securities Act of 1933, as amended

Tax Election

Tax election filed with the IRS on January 22, 2020, to allow VDI to be treated as a partnership, rather than a corporation, for U.S. federal income tax purposes, with an effective date retroactive to December 9, 2019

TBGs

Time-based restricted stock units

TEV

Total enterprise value

U.S.

United States of America

U.S. GAAP

Accounting principles generally accepted in the United States of America

U.S. Holder

A beneficial owner of the Ordinary Shares that is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that was organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or such trust has a valid election in effect under applicable treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes

USD or $

U.S. Dollar

VDC

Vantage Drilling Company, the Company's former parent company

VDC Note

A $61.5 million promissory note issued by the Company in favor of VDC

VDI

Vantage Drilling International

VHI

Vantage Holdings International, a subsidiary of VDI

VIE

Variable interest entity

5

PART I-FINANCIAL INFORMATION

Item 1. FinancialStatements

Vantage DrillingInternational

Consolidated Balance Sheets

(In thousands, except share and par value information)

(Unaudited)

March 31, 2022

December 31, 2021

ASSETS

Current assets

Cash and cash equivalents

$

62,234

$

73,343

Restricted cash

726

1,621

Trade receivables, net of allowance for doubtful accounts of $5.0million, each period

50,732

37,527

Materials and supplies

38,143

37,580

Assets held for sale

150,465

117,117

Prepaid expenses and other current assets

14,772

18,309

Total current assets

317,072

285,497

Property and equipment

Property and equipment

645,622

645,622

Accumulated depreciation

(276,751

)

(266,018

)

Property and equipment, net

368,871

379,604

Operating lease ROU assets

2,049

2,450

Other assets

31,915

31,843

Total assets

$

719,907

$

699,394

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Accounts payable

$

45,836

$

31,420

Other current liabilities

42,692

31,533

Liabilities held for sale

15,985

6,720

Total current liabilities

104,513

69,673

Long-term debt, net of discount and financing costs of $2,732and $3,142, respectively

347,268

346,858

Other long-term liabilities

16,504

17,012

Commitments and contingencies (see Note 8)

Shareholders' equity

Ordinary shares, $0.001par value, 50million shares authorized; 13,115,026shares issued and outstanding, each period

13

13

Additional paid-in capital

633,810

633,847

Accumulated deficit

(384,690

)

(369,792

)

Controlling interest shareholders' equity

249,133

264,068

Noncontrolling interests

2,489

1,783

Total equity

251,622

265,851

Total liabilities and shareholders' equity

$

719,907

$

699,394

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

Vantage Drilling International

Consolidated Statement of Operations

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended March 31,

2022

2021

Revenue

Contract drilling services

$

44,913

$

17,725

Management fees

1,103

98

Reimbursables and other

12,315

2,343

Total revenue

58,331

20,166

Operating costs and expenses

Operating costs

43,933

25,357

General and administrative

6,582

5,495

Depreciation

11,295

14,125

Total operating costs and expenses

61,810

44,977

Loss from operations

(3,479

)

(24,811

)

Other (expense) income

Interest income

4

100

Interest expense and other financing charges

(8,504

)

(8,510

)

Other, net

(775

)

(614

)

Total other expense

(9,275

)

(9,024

)

Loss before income taxes

(12,754

)

(33,835

)

Income tax provision

1,438

2,162

Net loss

(14,192

)

(35,997

)

Net (loss) income attributable to noncontrolling interests

706

(13

)

Net loss attributable to shareholders

$

(14,898

)

$

(35,984

)

Loss per share

Basic and Diluted

$

(1.14

)

$

(2.74

)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

Vantage Drilling International

Consolidated Statement of Shareholders' Equity

(In thousands)

(Unaudited)

Three-Month Period Ended March 31, 2021

Ordinary Shares

Shares

Amount

Additional Paid-in Capital

Accumulated Deficit

Non-Controlling Interests

Total Equity

Balance January 1, 2021

13,115

$

13

$

634,181

$

(259,655

)

$

1,206

$

375,745

Share-based compensation

-

-

306

-

-

306

Share-based compensation - dividend equivalents

-

-

(760

)

-

-

(760

)

Net loss

-

-

-

(35,984

)

(13

)

(35,997

)

Balance March 31, 2021

13,115

$

13

$

633,727

$

(295,639

)

$

1,193

$

339,294

Three-Month Period Ended March 31, 2022

Ordinary Shares

Shares

Amount

Additional Paid-in Capital

Accumulated Deficit

Non-Controlling Interests

Total Equity

Balance January 1, 2022

13,115

$

13

$

633,847

$

(369,792

)

$

1,783

$

265,851

Share-based compensation

-

-

26

-

-

26

Share-based compensation - dividend equivalents

-

-

(63

)

-

-

(63

)

Net (loss) income

-

-

-

(14,898

)

706

(14,192

)

Balance March 31, 2022

13,115

$

13

$

633,810

$

(384,690

)

$

2,489

$

251,622

The accompanying notes are an integral part of these consolidated financial statements.

8

Vantage Drilling International

Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended March 31,

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(14,192

)

$

(35,997

)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation expense

11,295

14,125

Amortization of debt financing costs

410

410

Share-based compensation expense

26

306

Deferred income tax expense (benefit)

365

(150

)

Gain on disposal of assets

(1,893

)

(2,733

)

Changes in operating assets and liabilities:

Trade receivables, net

(13,205

)

(430

)

Materials and supplies

(482

)

9

Prepaid expenses and other current assets

155

(1,766

)

Other assets

(16,639

)

(2,069

)

Accounts payable

23,165

(878

)

Other current liabilities and other long-term liabilities

2,790

13,822

Net cash used in operating activities

(8,205

)

(15,351

)

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment

(6,899

)

(456

)

Net proceeds from sale of assets

3,100

-

Net proceeds from sale of Titanium Explorer

-

13,557

Net cash (used in) provided by investing activities

(3,799

)

13,101

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities

-

-

Net decrease in unrestricted and restricted cash and cash equivalents

(12,004

)

(2,250

)

Unrestricted and restricted cash and cash equivalents-beginning of period

90,608

154,487

Unrestricted and restricted cash and cash equivalents-end of period

$

78,604

$

152,237

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for:

Interest

$

-

$

9

Income taxes (net of refunds)

1,769

785

Non-cash investing and financing transactions:

Accrued additions to property and equipment

8,097

-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

9

VANTAGE DRILLING INTERNATIONAL

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Recent Events

Vantage Drilling International, a Cayman Islands exempted company, together with its consolidated subsidiaries (collectively the "Company"), is an international offshore drilling company focused on operating a fleet of modern, high specification drilling units. Our principal business is to contract drilling units, related equipment and work crews, primarily on a dayrate basis to drill oil and gas wells for our customers. Through our fleet of drilling units, we are a provider of offshore contract drilling services to major, national and independent oil and gas companies, focused on international markets. Additionally, for third-party owned drilling units, we provide operations and marketing services for operating and stacked rigs, construction supervision services for rigs that are under construction, and preservation management services for rigs that are stacked.

Geopolitical Instability Caused by the Conflict in Ukraine

The markets generally exhibited a strong recovery in global oil prices during 2021, a trend which was further exemplified during the first quarter of 2022, reaching $125.72per barrel in March 2022. While our management anticipates the continuation of the upward trend in the near-term, oil and gas prices are still expected to continue to be volatile as a result of, among other factors, (i) the ongoing COVID-19 pandemic, including the transmission and presence of highly contagious and new variants and the pace of vaccine rollouts, (ii) changes in oil and gas inventories, (iii) global market demand, (iv) geopolitical instability, armed conflict and social unrest, including the invasion of Ukraine by Russia in February 2022, the associated response undertaken by western nations, such as the implementation of broad sanctions, the potential for retaliatory actions on the part of Russia and the overall impact on OPEC+ countries' ability to reach production targets in the near term, (v) potential future disagreements among OPEC+ countries regarding the supply of oil, and (vi) the potential for increased production and activity from U.S. shale producers and non-OPEC countries driven by the current oil prices, and therefore, the Company cannot predict how long oil and gas prices will remain stable or further increase, if at all, or whether they could reverse course and decline.

In particular, the invasion of Ukraine by Russia has led to, and will likely continue to lead to, geopolitical instability, disruption and volatility in the markets with which we operate. While it is not possible at this time to predict or determine the ultimate consequences of the conflict in Ukraine, which could include, among other things, additional sanctions, greater regional instability, embargoes, geopolitical shifts and other material and adverse effects on macroeconomic conditions, supply chains, financial markets and currency exchange rates, hydrocarbon price volatility in particular is likely to continue for the foreseeable future. To the extent negotiations of a cease fire between Russia and Ukraine are unsuccessful, the potential destruction of critical oil-related infrastructure in Ukraine, and the implementation of further sanctions and other measures taken by governmental bodies and private actors, could have a lasting impact in the near- and long-term on the (i) operations and financial condition of our business and the businesses of our critical counterparties and (ii) the global economy.

While our management is actively monitoring the foregoing events and its associated financial impact our business, it is uncertain at this time as to the full magnitude that volatile and uncertain oil and gas prices will ultimately have on our financial condition and future results of operations.

Share Purchase Agreement to Sell EDC to ADES Arabia Holding

On December 6, 2021, VHI, a wholly owned subsidiary of the Company, entered into a certain Share Purchase Agreement (the "ADES Purchase Agreement") with ADES Arabia Holding ("ADES Arabia"), which wholly owns ADES, pursuant to which VHI agreed to sell to ADES Arabia (the "ADES Sale") all of the issued and outstanding equity of VHI's wholly-owned subsidiary, EDC. EDC is the owner of the following jackup rigs, each of which are currently operating in Qatar: the Emerald Driller;the Sapphire Driller;and the Aquamarine Driller. The ADES Purchase Agreement became effective on December 20, 2021 and the transactions contemplated under such agreement are expected to close in the second quarter of 2022. Pursuant to the ADES Purchase Agreement, VHI will receive an aggregate cash consideration payment of $170.0million (the "Cash Consideration Payment"). In addition to the Cash Consideration Payment, the Company anticipates that it will receive from ADES Arabia approximately $34million in certain reimbursable amounts in relation to the preparation and mobilization costs associated with the Sapphire Drillerand Aquamarine DrillerQatari contracts incurred prior to closing of the ADES Sale (the "Reimbursable Amounts"). However, both the Cash Consideration Payment and Reimbursable Amounts are subject to potential adjustments contemplated by the ADES Purchase Agreement, and therefore, the actual amounts of the Cash Consideration Payment and Reimbursable Amounts that are ultimately received by the Company could vary from those set forth above.

Moreover, certain subsidiaries of the Company and ADES agreed, in connection with the ADES Purchase Agreement, to enter into a three-year support services agreement (the "ADES Support Services Agreement"), pursuant to which a subsidiary of the Company agreed to provide support services to EDC with respect to the Emerald Driller, Sapphire Drillerand Aquamarine Driller. The Company and ADES also entered into an agreement on December 6, 2021 (the "Collaboration Agreement") to pursue a global strategic alliance in order to leverage both the ADES Support Services Agreement and ADVantage, the parties' existing joint venture in Egypt. Pursuant to the Collaboration Agreement, the parties agreed to collaborate on exploring future commercial and operational opportunities.

10

While the Company continues to evaluate potential uses of the proceeds it anticipates will be derived from the ADES Sale, the Company is limited in how it may deploy and utilize such proceeds as a result of the terms of the First Lien Indenture. In particular, the Company may only use the proceeds from the ADES Sale to repay, prepay or purchase our senior secured indebtedness (including the 9.25% First Lien Notes), acquire all or substantially all of the assets or capital stock of any other entity engaged in a similar or complementary business to the Company's lines of business, or make capital expenditures or acquire non-current assets (including vessels and related assets) that are useful in such lines of business (including any deposit or installment payments with respect thereto as well as any expenditures related to the acquisition, construction or "ready for sea" costs of such vessels). To the extent such proceeds are not so applied (or committed to be applied) within one year after receipt, the Company will be required to offer to purchase the 9.25% First Lien Notes with such proceeds.

Ongoing Impact of the COVID-19 Pandemic

The global spread of COVID-19, including its highly contagious variants and sub-lineages, continues to pose significant risks and challenges worldwide, and has caused and continues to cause widespread illness and significant loss of life, leading governments across the world to impose and re-impose severely stringent and extensive limitations on movement and human interaction, with certain countries, including those where we maintain significant operations and derive material revenue, implementing quarantine, testing and vaccination requirements. These governmental reactions to the COVID-19 pandemic, as well as changes to and extensions of such approaches, have led to, and continue to result in, uncertain and volatile economic activity worldwide, including within the oil and gas industry and the regions and countries in which we operate.

While the Company has previously managed, and continues to actively manage, the business in an attempt to mitigate any ongoing and material impact from the spread of COVID-19, management anticipates that our industry, and the world at large, will need to continue to operate in, and further adapt, to the current environment for the foreseeable future.

2. Basis of Presentation and Significant Accounting Policies

Basis of Consolidation: The accompanying interim consolidated financial information as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, has been prepared without audit, pursuant to the rules and regulations of the SEC, and includes our accounts and those of our majority owned subsidiaries and VIEs (as discussed below). All significant intercompany transactions and accounts have been eliminated. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC, although we believe that the disclosures made are adequate to provide for fair presentation. Our Consolidated Balance Sheet at December 31, 2021 is derived from our December 31, 2021 audited consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 30, 2022. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods. Certain previously reported amounts have been reclassified to conform to the current period presentation.

In addition to the consolidation of our majority owned subsidiaries, we also consolidate VIEs when we are determined to be the primary beneficiary of a VIE. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE.

ADVantage is a joint venture company formed to operate deepwater drilling rigs in Egypt. We determined that ADVantage met the criteria of a VIE for accounting purposes because its equity at risk was insufficient to permit it to carry on its activities without additional subordinated financial support from us. We also determined that we are the primary beneficiary for accounting purposes since we are entitled to use ADVantage for deepwater drilling contract opportunities rejected by ADES, and have the (a) power to direct the operating activities associated with the deepwater drilling rigs, which are the activities that most significantly impact the entity's economic performance, and (b) obligation to absorb losses or the right to receive a majority of the benefits that could be potentially significant to the VIE. As a result, we consolidate ADVantage in our consolidated financial statements, we eliminate intercompany transactions and we present the interests that are not owned by us as "Noncontrolling interests" in our Consolidated Balance Sheets. The carrying amount associated with ADVantage was as follows:

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March 31, 2022

December 31, 2021

(unaudited, in thousands)

Current assets

$

22,635

$

8,099

Non-current assets

288

212

Current liabilities

9,545

2,838

Non-current liabilities

8,327

1,859

Net carrying amount

$

5,051

$

3,614

As ADVantage is a majority owned subsidiary of the Company, it serves as a guarantor under the First Lien Indenture relating to the 9.25% First Lien Notes. The 9.25% First Lien Notes are secured by a first priority lien on all of the assets of ADVantage, subject to certain exceptions. Creditors' recourse against ADVantage for liabilities of ADVantage is limited to the assets of ADVantage.

See "Note 9. Supplemental Financial Information" of these "Notes to Unaudited Consolidated Financial Statements" for additional information regarding related party transactions associated with this joint venture.

Use of Estimates:The preparation of financial statements in accordance with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to property and equipment, income taxes, insurance, employee benefits and contingent liabilities. Actual results could differ from these estimates.

Cash and Cash Equivalents:Includes deposits with financial institutions as well as short-term money market instruments with maturities of three months or less when purchased.

Materials and Supplies:Consists of materials, spare parts, consumables and related supplies for our drilling rigs. We record these materials and supplies at their average cost.

Property and Equipment:Consists of our drilling rigs, furniture and fixtures, computer equipment and capitalized costs for computer software. Drilling rigs are depreciated on a component basis over estimated useful lives ranging from fiveto 35 yearson a straight-line basis as of the date placed in service. Other assets are depreciated upon placement in service over estimated useful lives ranging from threeto seven yearson a straight-line basis. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are removed from our Consolidated Balance Sheets and the resulting gain or loss is included in "Operating costs" or "General and administrative" expenses on the Consolidated Statement of Operations, depending on the nature of the asset. For the three months ended March 31, 2022 and 2021, we recognized a net gain of approximately $1.9million and $2.7million, respectively, related to the sale or retirement of assets.

We evaluate the realization of property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss on our property and equipment exists when estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any impairment loss recognized would be computed as the excess of the asset's carrying value over the estimated fair value. Estimates of future cash flows require us to make long-term forecasts of our future revenues and operating costs with regard to the assets subject to review. Our business, including the utilization rates and dayrates we receive for our drilling rigs, depends on the level of our customers' expenditures for oil and gas exploration, development and production expenditures. Oil and gas prices and customers' expectations of potential changes in these prices, the general outlook for worldwide economic growth, political and social stability in the major oil and gas producing basins of the world, availability of credit and changes in governmental laws and regulations, among many other factors, significantly affect our customers' levels of expenditures. Sustained declines in or persistent depressed levels of oil and gas prices, worldwide rig counts and utilization, reduced access to credit markets, reduced or depressed sale prices of comparably equipped jackups and drillships and any other significant adverse economic news could require us to evaluate the realization of our drilling rigs. As of March 31, 2022, no triggering event has occurred to indicate that the carrying value of our drilling rigs may not be recoverable.

Interest costs and the amortization of debt financing costs related to the financings of our drilling rigs are capitalized as part of the cost while they are under construction and prior to the commencement of each vessel's first contract. We did not capitalize any interest for the reported periods.

Debt Financing Costs: Costs incurred with financing debt are deferred and amortized over the term of the related financing facility on a straight-line basis, which approximates the interest method. Debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability.

Rig and Equipment Certifications: We are required to obtain regulatory certifications to operate our drilling rigs and certain specified equipment, and must maintain such certifications through periodic inspections and surveys. The costs associated with these certifications, including drydock costs, are deferred and amortized over the corresponding certification periods.

Revenue Recognition:See "Note 3. Revenue from Contracts with Customers" of these "Notes to Unaudited Consolidated Financial Statements" for further information.

12

Income Taxes:Income taxes are provided for based upon the tax laws and rates in effect in the countries in which our operations are conducted and income is earned. Deferred income tax assets and liabilities are computed for differences between the financial statement basis and tax basis of assets and liabilities that will result in future taxable or tax deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. We do not establish deferred tax liabilities for certain of our foreign earnings that we intend to indefinitely reinvest to finance foreign activities. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. We recognize interest and penalties related to income taxes as a component of income tax expense.

Concentrations of Credit Risk:Financial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We monitor the credit ratings and our concentration of risk with these financial institutions on a continuing basis to safeguard our cash deposits. We have a limited number of key customers, who are primarily large international oil and gas operators, national oil companies and other international oil and gas companies. Our contracts provide for monthly billings as services are performed and we monitor compliance with contract payment terms on an ongoing basis. Payment terms on customer invoices typically range from 30 to 45 days. Outstanding receivables beyond payment terms are promptly investigated and discussed with the specific customer.

Credit Losses - Accounts Receivable:The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. Current estimates of expected credit losses consider factors such as the historical experience and credit quality of our customers. The Company considers historical loss information as the most reasonable basis on which to determine expected credit losses unless current or forecasted future conditions for customers (or customer groups) indicate that risk characteristics have changed. We also considered the impact of the COVID-19 pandemic and the associated oil price and market share volatility on our allowance for doubtful accounts. The allowance for doubtful accounts on our trade receivables was $5.0million as of each of March 31, 2022 and December 31, 2021, respectively. This amount represents a customer's decision not to pay us for days impacted by what we believe were force majeure and other similar events for which we would still be entitled to receive payment under the applicable contract. We disagree with the customer's decision and are currently evaluating our remedies, if any, under the applicable contract.

Earnings (loss) per Share:We compute basic and diluted EPS in accordance with the two-class method. We include restricted stock units granted to employees and directors that contain non-forfeitable rights to dividends as such grants are considered participating securities. Basic earnings (loss) per share are based on the weighted average number of Ordinary Shares outstanding during the applicable period. Diluted EPS are computed based on the weighted average number of Ordinary Shares and ordinary share equivalents outstanding in the applicable period, as if all potentially dilutive securities were converted into Ordinary Shares (using the treasury stock method).

The following is a reconciliation of the number of shares used for the basic and diluted EPS computations:

Three Months Ended March 31,

2022

2021

(unaudited, in thousands)

Weighted average Ordinary Shares outstanding for basic EPS

13,115

13,115

Restricted share equity awards

-

-

Adjusted weighted average Ordinary Shares outstanding for diluted EPS

13,115

13,115

The following sets forth the number of shares excluded from diluted EPS computations:

Three Months Ended March 31,

2022

2021

(unaudited, in thousands)

Restricted share equity awards

220

218

Future potentially dilutive Ordinary Shares excluded from diluted EPS

220

218

Functional Currency: We consider USD to be the functional currency for all of our operations since the majority of our revenues and expenditures are denominated in USD, which limits our exposure to currency exchange rate fluctuations. We recognize currency exchange rate gains and losses in "Other, net" in our Consolidated Statement of Operations. For the three months ended March 31, 2022 and 2021, we recognized a net loss of approximately $0.8million and $0.6million, respectively, related to currency exchange rates.

Fair Value of Financial Instruments:The fair value of our short-term financial assets and liabilities approximates the carrying amounts represented in our Consolidated Balance Sheets principally due to the short-term nature or floating rate nature of these instruments. As of March 31, 2022, the fair value of the 9.25% First Lien Notes was approximately $335.3million based on quoted market prices in a less active market, a Level 2 measurement.

13

Share-based Compensation: TBGs granted under the 2016 Amended MIP vest annually, ratably over four years; however, accelerated vesting is provided for in the event of a QLE. Otherwise, the settlement of any vested TBGs occurs upon the seventh anniversary of the Effective Date.PBGs granted under the 2016 Amended MIP contain vesting eligibility provisions tied to the earlier of a QLE or seven yearsfrom the Effective Date. Upon the occurrence of a vesting eligibility event, the number of PBGs that actually vest will be dependent on the achievement of pre-determined TEV targets specified in the grants.

Both the TBGs and PBGs were classified as liabilities consistent with the classification of the underlying securities prior to the Conversion. Following the Conversion, outstanding TBGs and PBGs were subject to modification accounting and were re-classified as equity awards. Under the provisions of ASC 718 Compensation - Stock Compensationshare-based compensation expense is recognized over the requisite service period from the grant date to the fourth year vest date for TBGs. For PBGs, expense will be recognized when it is probable that the TEV targets will be met. Once it is probable the performance condition will be met, compensation expense based on the fair value of the PBGs at the conversion date of the Convertible Notes will be recognized for the service period completed to the seventh anniversary of the Effective Date for PBGs.

Noncontrolling Interest:

Noncontrolling interests represent the equity investments of the minority owner in ADVantage, a joint venture with ADES that we consolidate in our financial statements.

Recently Adopted Accounting Standards:

No new accounting standards were adopted during the three-month period ended March 31, 2022.

Recently Issued Accounting Standards:

There have been no new accounting pronouncements not yet effective that have significance, or potential significance, with respect to our consolidated financial statements.

3. Revenue from Contracts with Customers

The activities that primarily drive the revenue earned in our drilling contracts with customers include (i) providing our drilling rig, work crews, related equipment and services necessary to operate the rig, (ii) delivering the drilling rig by mobilizing to and demobilizing from the drill site, and (iii) performing pre-operating activities, including rig preparation activities and/or equipment modifications required for the contract.

The integrated drilling services that we perform under each drilling contract represent a single performance obligation satisfied over time and comprised of a series of distinct time increments, or service periods. We have elected to exclude from the transaction price measurement all taxes assessed by a governmental authority.

Dayrate Drilling Revenue.Our drilling contracts generally provide for payment on a dayrate basis, with higher rates for periods when the drilling unit is operating and lower rates or zero rates for periods when drilling operations are interrupted or restricted. The dayrate billed to the customer is determined based on varying rates applicable to the specific activities performed on an hourly basis. Such dayrate consideration is allocated to the distinct hourly increment it relates to within the contract term and therefore, recognized as we perform the daily drilling services.

Amortizable Revenue.In connection with certain contracts, we receive lump-sum fees or similar compensation for (i) the mobilization of equipment and personnel prior to the commencement of drilling services, (ii) the demobilization of equipment and personnel upon contract completion and (iii) postponement fees in consideration for the postponement of a contract until a later date. These activities are not considered to be distinct within the context of the contract and therefore, the associated revenue is allocated to the overall single performance obligation.

Mobilization fees received prior to commencement of drilling operations are recorded as a contract liability and amortized on a straight-line basis over the initial contract period. Demobilization fees expected to be received upon contract completion are estimated at contract inception and recognized on a straight-line basis over the initial contract term with an offset to an accretive contract asset. In many contracts, demobilization fees are contingent upon the occurrence or non-occurrence of a future event and the estimate for such revenue may therefore be constrained. In such cases, this may result in cumulative-effect adjustments to demobilization revenues upon changes in our estimates of future events during the contract term. Postponement fees received that are contingent upon the occurrence or non-occurrence of a future event are recognized on a straight-line basis over the contract term. Fees received for the mobilization or demobilization of equipment and personnel are included in "Contract drilling services" in our Consolidated Statement of Operations.

Capital Upgrade/Contract Preparation Revenue.In connection with certain contracts, we receive lump-sum fees or similar compensation for requested capital upgrades to our drilling rigs or for other contract preparation work. These activities are not considered to be distinct within the context of the contract and therefore, fees received are recorded as a contract liability and amortized to contract drilling revenues on a straight-line basis over the initial contract term.

14

Revenues Related to Reimbursable Expenses. We generally receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request in accordance with a drilling contract or other agreement. We are generally considered a principal in such transactions and therefore, recognize reimbursable revenues and the corresponding costs as we provide the customer-requested goods and services.

Disaggregation of Revenue

The following tables present our revenue disaggregated by revenue source for the periods indicated:

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

Jackups

Deepwater

Managed

Consolidated

Jackups

Deepwater

Managed

Consolidated

(unaudited, in thousands)

Dayrate revenue

$

15,331

$

25,996

$

1,103

$

42,430

$

8,898

$

8,827

$

98

$

17,823

Amortized revenue

220

3,366

-

3,586

-

-

-

-

Reimbursable revenue

2,207

2,976

7,132

12,315

2,322

21

-

2,343

Total revenue

$

17,758

$

32,338

$

8,235

$

58,331

$

11,220

$

8,848

$

98

$

20,166

Dayrate revenue and amortized revenue for "Jackups" and "Deepwater" are included within "Contract drilling services" in our Consolidated Statement of Operations. Dayrate revenue for "Managed" is included within "Management fees" in our Consolidated Statement of Operations. All other revenue are included within "Reimbursables and other" in our Consolidated Statement of Operations.

Accounts Receivable, Contract Liabilities and Contract Costs

Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on customer invoices typically range from 30to 45 days.

We recognize contract liabilities, recorded in other "Other current liabilities" and "Other long-term liabilities", for prepayments received from customers and for deferred revenue received for mobilization, contract preparation and capital upgrades.

Certain direct and incremental costs incurred for contract preparation, initial mobilization and modifications of contracted rigs represent contract fulfillment costs as they relate directly to a contract, enhance resources that will be used to satisfy our performance obligations in the future and are expected to be recovered. These costs are deferred as a current or noncurrent asset depending on the length of the initial contract term and are amortized on a straight-line basis to operating costs as services are rendered over the initial term of the related drilling contract. Costs incurred for capital upgrades are capitalized and depreciated over the useful life of the asset.

Costs incurred for the demobilization of rigs at contract completion are recognized as incurred during the demobilization process. Costs incurred to mobilize a rig without a contract are expensed as incurred.

The following table provides information about contract cost assets and contract revenue liabilities from contracts with customers:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Current contract cost assets

$

1,625

$

1,405

Noncurrent contract cost assets

5,917

6,832

Noncurrent contract cost assets - held for sale

20,095

4,196

Current contract revenue assets

-

1,903

Current contract revenue liabilities

17,872

12,311

Noncurrent contract revenue liabilities

1,647

1,893

Significant changes in contract cost assets and contract revenue liabilities during the three months ended March 31, 2022 are as follows:

Contract Cost Assets

Contract Revenue Assets

Contract Revenues

(unaudited, in thousands)

Balance as of December 31, 2021

$

12,433

$

1,903

$

14,204

Increase (decrease) due to contractual changes

17,899

-

14,187

Decrease due to recognition of revenue

(2,695

)

(1,903

)

(8,872

)

Balance as of March 31, 2022(1)

$

27,637

$

-

$

19,519

(1)
We expect to recognize contract revenues of approximately $18.6million during the remaining nine monthsof 2022 and $0.9million thereafterrelated to unsatisfied performance obligations existing as of March 31, 2022.

We have elected to utilize an optional exemption that permits us 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

15

single performance obligation consisting of a series of distinct hourly increments, the variability of which will be resolved at the time of the future services.

4. Leases

We have operating leases expiring at various dates, principally for office space, onshore storage yards and certain operating equipment. Additionally, we sublease certain office space to third parties. We determine if an arrangement is a lease at inception. Operating leases with an initial term greater than 12 months are included in "Operating lease ROU assets", "Other current liabilities", and "Other long-term liabilities" on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made prior to or at the commencement date and is reduced by lease incentives received and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally not accounted for separately. Certain of our leases include provisions for variable payments. These variable payments are not included in the calculation of lease liability and ROU assets.

The components of lease expense were as follows:

Three Months Ended March 31,

(unaudited, in thousands)

Classification in the Consolidated Statement of Operations

2022

2021

Operating lease cost(1)

Operating costs

$

255

$

902

Operating lease cost(1)

General and administrative

284

152

Sublease income

Operating costs

-

(121

)

Sublease income

General and administrative

(183

)

(62

)

Total operating lease cost

$

356

$

871

(1) Short-term lease costs were approximately $0.1million and $0.3million during the three months ended March 31, 2022 and 2021, respectively. Operating cash flows used for operating leases approximates lease expense.

(unaudited, in thousands)

Classification in the Consolidated Balance Sheets

March 31, 2022

December 31, 2021

Assets:

Operating lease assets

Operating lease ROU assets

$

2,049

$

2,450

Operating lease ROU assets - Held for sale

205

197

Total leased assets

$

2,254

$

2,647

Liabilities:

Current operating

Other current liabilities

$

1,580

$

1,710

Other current liabilities - Held for sale

150

103

Noncurrent operating

Other long-term liabilities

644

969

Other long-term liabilities - Held for sale

66

93

Total lease liabilities

$

2,440

$

2,875

As of March 31, 2022, maturities of lease liabilities were as follows:

(unaudited, in thousands)

Operating Leases

Remaining nine months of 2022

$

1,491

2023

1,096

2024

-

2025

-

2026

-

Total future lease payments

$

2,587

Less imputed interest

(147

)

Present value of lease obligations

$

2,440

The weighted average discount rate was 9.25% as of both March 31, 2022 and December 31, 2021. The weighted average remaining lease term for operating leases was 1.35years and 1.56years as of March 31, 2022 and December 31, 2021, respectively. ROU assets and lease liabilities recorded for leases commencing during the three months ended March 31, 2022was immaterial.

16

5. Debt

Our debt was composed of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

9.25% First Lien Notes, net of financing costs of $2,732and $3,142, respectively

$

347,268

$

346,858

Less current maturities of long-term debt

-

-

Long-term debt, net

$

347,268

$

346,858

9.25% First Lien Notes.On November 30, 2018, the Company issued $350.0million in aggregate principal amount of 9.25% First Lien Notes in a private placement. The 9.25% First Lien Notes were issued at par and are fully guaranteed on a senior secured basis by the Company's direct and indirect subsidiaries and are secured by a first priority lien on substantially all of the assets of the Company and its subsidiaries, in each case subject to certain exceptions. The 9.25% First Lien Notes are subject to first payment priority in favor of holders of up to $50.0million of future super-priority debt and are subject to both mandatory and optional redemption provisions.

The 9.25% First Lien Notes mature on November 15, 2023and bear interest from the date of their issuance at the rate of 9.25% per year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months and is payable semi-annually in arrears, commencing on May 15, 2019.

The First Lien Indenture includes customary covenants and events of default, including covenants that, among other things, restrict the granting of liens, restrict the making of investments, restrict the incurrence of indebtedness and the conveyance of vessels, limit transactions with affiliates, and require that the Company provide periodic financial reports.

The net proceeds from the issuance were used (i) to repay all obligations under the formerly existing 2016 Term Loan Facility and to terminate the credit agreement governing such facility, (ii) to redeem all the then-outstanding 10% Second Lien Notes, (iii) to fund the remaining amounts to be paid in connection with the purchase of the Soehanah jackup rig, (iv) to pay fees and expenses related to the foregoing and to the offering of the 9.25% First Lien Notes, and (v) for general corporate purposes.

Concurrently with the issuance of the 9.25% First Lien Notes, we entered into a letter of credit facility to replace the letter of credit facility formerly existing under the 2016 Term Loan Facility. The facility has a capacity of $50.0million, with all outstanding letters of credit being cash collateralized. We have issued $0.1million in letters of credit under this facility as of March 31, 2022.

6. Shareholders' Equity

Stock Issuance

VDI has 50,000,000authorized Ordinary Shares. Upon emergence from bankruptcy on the Effective Date, VDI issued 5,000,053Ordinary Shares in connection with the settlement of Liabilities Subject to Compromise in accordance with the Reorganization Plan and the VDC Note. On December 4, 2019, VDI issued an additional 8,114,977Ordinary Shares to convert all of the outstanding Convertible Notes. As of March 31, 2022, 13,115,026Ordinary Shares were issued and outstanding.

Share-based Compensation

On August 9, 2016, the Company adopted the 2016 Amended MIP to align the interests of participants with those of the shareholders by providing incentive compensation opportunities tied to the performance of the Company's equity securities. Pursuant to the 2016 Amended MIP, the Compensation Committee may grant to employees, directors and consultants stock options, restricted stock, restricted stock units or other awards.

Noawards were granted to employees or directors during the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022, 1,564of previously-granted TBGs vested.

Both the TBGs and PBGs are classified as equity awards. For the three months ended March 31, 2022, share-based compensation expense related to the TBGs was immaterial. For the three months ended March 31, 2021, we recognized share-based compensation expense related to the TBGs of approximately $0.3million. As of March 31, 2022, we concluded that it was not probable that the TEV performance condition would be met and therefore, noshare based compensation expense was recognized for PBGs.

Pursuant to the 2016 Amended MIP and the terms of the applicable unit awards, participants holding restricted stock units are contractually entitled to receive all dividends or other distributions that are paid to VDI's stockholders, provided that any such dividends will be subject to the same vesting requirements of the underlying units. Dividend payments accrue to outstanding awards (both vested and unvested) in the form of "Dividend Equivalents" equal to the dividend per share underlying the applicable award under the 2016 Amended MIP. As a result of a special cash distribution paid to shareholders of record on December 17, 2019, $8.8million has been recorded in "Other long-term liabilities" in our Consolidated Balance Sheets at March 31, 2022to be paid upon settlement of the TBGs.

17

7. Income Taxes

VDI is a Cayman Islands company operating in multiple countries through its subsidiaries. The Cayman Islands do not impose corporate income taxes. Consequently, we have calculated income taxes based on the laws and tax rates in effect in the countries in which operations are conducted, or in which we and our subsidiaries are considered resident for income tax purposes. Our income taxes are generally dependent upon the results of our operations and when we generate significant revenues in jurisdictions where the income tax liability is based on gross revenues or asset values, there is no correlation to the net operating results and the income tax expense. Furthermore, in some jurisdictions we do not pay taxes, pay taxes at lower rates or receive benefits for certain income and expense items, including interest expense, loss on extinguishment of debt, gains or losses on disposal or transfer of assets, reorganization expenses and write-off of development costs.

On January 22, 2020, VDI filed the Tax Election with the IRS to be treated as a partnership, rather than a corporation, for U.S. federal income tax purposes, with an effective date retroactive to December 9, 2019. As a result, U.S. Holders are required to take into account their allocable share of items of income, gain, loss deduction and credit of VDI for each taxable year of VDI ending with or within the U.S. Holder's taxable year, regardless of whether any distribution has been or will be received from VDI. Each item generally will have the same character and source (either U.S. or foreign) as though the U.S. Holder had realized the item directly. VDI's change in tax status did not have a material impact on our consolidated financial statements as of March 31, 2022.

Deferred income tax assets and liabilities are recorded for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. We provide for deferred taxes on temporary differences between the financial statements and tax bases of assets and liabilities using the enacted tax rates which are expected to apply to taxable income when the temporary differences are expected to reverse. Deferred tax assets are also provided for certain tax losses and tax credit carryforwards. A valuation allowance is established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. We do not establish deferred tax liabilities for certain of our foreign earnings that we intend to indefinitely reinvest to finance foreign activities.

In certain jurisdictions we are taxed under preferential tax regimes, which may require our compliance with specified requirements to sustain the tax benefits. We believe we are in compliance with the specified requirements and will continue to make all reasonable efforts to comply; however, our ability to meet the requirements of the preferential tax regimes may be affected by changes in laws or administrative practices, our business operations and other factors affecting the Company and industry, many of which are beyond our control.

Our periodic tax returns are subject to examination by taxing authorities in the jurisdictions in which we operate in accordance with the normal statute of limitations in the applicable jurisdiction. These examinations may result in assessments of additional taxes that are resolved with the authorities or through the courts. Resolution of these matters involves uncertainties and there are no assurances as to the outcome. Our tax years from 2011onward remain open to examination in many of our jurisdictions and we are currently involved in several tax examinations in jurisdictions where we are operating or have previously operated. As information becomes available during the course of these examinations, we may increase or decrease our estimates of tax assessments and accruals.

8. Commitments and Contingencies

We are subject to litigation, claims and disputes in the ordinary course of business, some of which may not be covered by insurance. There is an inherent risk in any litigation or dispute and no assurance can be given as to the outcome of any claims.

Brazil Improbity Action

On April 27, 2018, the Company was added as an additional defendant in a legal proceeding (the "Improbity Action"), initiated by the Brazilian Federal Prosecutor against certain individuals, including an executive of Petrobras and two political lobbyists, in connection with the contracting of the Titanium Explorer drillship to Petrobras under the Drilling Contract, with the Brazilian Government and Petrobras as plaintiffs. Vantage is alleged to have been involved in and benefitted from the purported bribery scheme at Petrobras through Hamylton Padilha, the Brazilian agent our former parent company, VDC, used in the contracting of the Titanium Explorerdrillship to Petrobras, and Mr. Hsin-Chi Su, a former member of VDC's board of directors and a significant shareholder of VDC. We first became aware of the legal proceeding on July 19, 2018 as it was previously under seal.On March 22, 2019, we were formally served in the United States, and we filed our preliminary statement of defense with the 11thFederal court of the Judicial Branch of Curitiba, State of Parana, Brazil (the "Brazilian Federal Court") on April 12, 2019 in response. On August 20, 2020, the Brazilian Federal Court dismissed our preliminary statement of defense. On October 5, 2020, we subsequently filed a motion to clarify with the Brazilian Federal Court requesting the reconsideration of certain aspects of the decision dismissing our preliminary statement of defense. Our motion to clarify was denied on December 14, 2020, and on February 10, 2021 we filed an interlocutory appeal to the 4thCircuit of the Federal Court of Appeals in Porto Alegre, State of Rio Grande do Sul, Brazil (the "Brazilian Appellate Court"), the appellate court hearing appeals in the "Car Wash" cases, seeking to reverse the Brazilian Federal Court's denial of our preliminary defense. On April 15, 2021, the Brazilian authorities served us indirectly through the U.S. Department of Justice agreeing to formally send us documents related to the Improbity Action. On May 13, 2021, the Brazilian Appellate Court's reporting judge for our matter granted our request for preliminary relief and ordered an immediate stay of the Improbity Action as it applies to the Company until the judgment (on the

18

merits) of the interlocutory appeal is rendered by the full three judge panel of the Brazilian Appellate Court. We will be obligated to file a statement of defense in the matter if the decision to stay the Improbity Action is later reversed. The Company understands that the Improbity Action, is a civil action and is part of the Brazilian Federal Prosecutor's larger "Car Wash" investigation into money laundering and corruption allegations in Brazil.

The damages claimed in the proceeding are in the amount of BRL 102.8million or approximately $22.2million (changes in the U.S. dollar amounts result from foreign exchange rate fluctuations), together with a civil fine equal to three times that amount. The Company understands that the Brazilian Federal Court previously issued an order authorizing the seizure and freezing of the assets of the Company and the other threedefendants in the legal proceeding, as a precautionary measure, in the amount of approximately $88.9million. The Company and the other three defendants are jointly and severally liable for this amount. The seizure order has not had an effect on the Company's assets or operations, as the Company does not own any assets in Brazil, and does not currently intend to relocate any assets to Brazil. On February 13, 2019, the Company learned that the Brazilian Federal Prosecutor had previously requested mutual legal assistance from the U.S. DOJ pursuant to the United Nations Convention against Corruption of 2003 to obtain a freezing order against the Company's U.S. assets in the approximate amount of $88.9 million.

On April 12, 2019, the Company filed an interlocutory appeal with the Brazilian Appellate Court to stay the seizure and freezing order of the Brazilian Federal Court.

On May 20, 2019, the Company announced that the Brazilian Appellate Court's reporting judge ruled in favor of the Company's appeal to stay the seizure and freezing order of the Brazilian Federal Court. The foregoing ruling is still subject to confirmation by a three-judge panel, and is subject to appeal, and the Company can offer no assurances that the stay will be confirmed or as to the outcome of any appeal thereof. The Company communicated the Brazilian Appellate Court's ruling to the DOJ and has asked the Brazilian Federal Court to do the same. On July 18, 2019, the Company announced that the Brazilian Government made a filing with the Brazilian Federal Court reporting that the DOJ has advised the Brazilian Ministry of Justice that it would not be possible for the DOJ to comply with the mutual assistance request in respect of the asset freeze order. The Company also announced that it learned from the Brazilian Ministry of Justice that the DOJ's response to the request for mutual assistance stated that no legal grounds existed for implementing the requested asset freeze, and that the DOJ was returning the request without taking action and considers the matter concluded.

The Company has defended, and intends to continue to vigorously defend against the allegations made in the Improbity Action and oppose and defend against any attempts to seize the Company's assets. However, we can neither predict the ultimate outcome of this matter nor that there will not be further developments in the "Car Wash" investigation or in any other ongoing investigation or related proceeding that could adversely affect us. At this time, we are not yet able to determine the likelihood of loss, if any, arising from this matter.

9. Supplemental Financial Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Sales tax receivable

$

6,547

$

8,445

Other receivables

293

234

Income tax receivable

761

1,423

Prepaid insurance

695

257

Current deferred contract costs

1,625

1,405

Current contract asset

-

1,903

Other

4,851

4,642

$

14,772

$

18,309

19

Assets Held for Sale

Assets held for sale consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Trade receivables, net

$

7,307

$

7,306

Materials and supplies

13,194

13,510

Prepaid expenses and other current assets

7,561

3,768

Property & equipment, net

100,903

87,441

Noncurrent deferred contract costs

20,095

4,196

Operating lease ROU asset

205

197

Other noncurrent assets

1,200

699

$

150,465

$

117,117

Property and Equipment, net

Property and equipment, net, consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Drilling equipment

$

625,134

$

626,546

Assets under construction

1,560

148

Office and technology equipment

18,405

18,405

Leasehold improvements

523

523

645,622

645,622

Accumulated depreciation

(276,751

)

(266,018

)

Property and equipment, net

$

368,871

$

379,604

Other Assets

Other assets consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Noncurrent restricted cash

$

15,644

$

15,644

Deferred certification costs

5,182

5,199

Noncurrent deferred contract costs

5,917

6,832

Deferred income taxes

1,627

1,776

Other noncurrent assets

3,545

2,392

$

31,915

$

31,843

Other Current Liabilities

Other current liabilities consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Interest

$

12,230

$

4,136

Compensation (1)

7,207

7,040

Income taxes payable

3,129

5,589

Current deferred revenue

17,872

12,311

Current portion of operating lease liabilities

1,580

1,710

Other

674

747

$

42,692

$

31,533

(1) Includes $3.5million as of March 31, 2022and $2.3million as of December 31, 2021related to cash awards granted to certain key employees of the Company pursuant to underlying award agreements and issued under the 2016 Amended MIP.

20

Liabilities Held for Sale

Liabilities held for sale consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Accounts payable

$

12,889

$

4,140

Compensation

542

464

Income taxes payable

919

716

Current portion of operating lease liabilities

150

103

Deferred income taxes

1,407

1,190

Noncurrent operating lease liabilities

66

93

Other

12

14

$

15,985

$

6,720

Other Long-term Liabilities

Other Long-term liabilities consisted of the following as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

2016 MIP - Dividend equivalent (1)

$

8,798

$

8,735

Noncurrent deferred revenue

1,647

1,893

Noncurrent operating lease liabilities

644

969

Other non-current liabilities

5,415

5,415

$

16,504

$

17,012

(1) Dividend Equivalents on vested TBGs are payable on settlement of the applicable award.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statement of Cash Flows as of the dates indicated:

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Cash and cash equivalents

$

62,234

$

73,343

Restricted cash

726

1,621

Restricted cash included within Other Assets

15,644

15,644

Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows

$

78,604

$

90,608

Restricted cash represents cash held by banks as collateralizing letters of credit.

Related Party Transactions

In conjunction with the establishment of ADVantage, the Company entered into a series of agreements with ADES, including: (i) a Secondment Agreement; (ii) a Manpower Agreement; and (iii) a Supply Services Agreement. Pursuant to these agreements, the Company, largely through its seconded employees, has agreed to provide various services to ADES and ADES has agreed in turn to provide various services to ADVantage. As of March 31, 2022 and December 31, 2021, accounts receivable from ADES totaled $2.6million and $0.5million, respectively, included in "Trade Receivables" on the Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, accounts payable to ADES totaled approximately $6.3million and $2.1million, respectively, included in "Accounts payable," on the Consolidated Balance Sheets.

On December 20, 2021, we entered into the ADES Purchase Agreement to sell to ADES Arabia all of the issued and outstanding equity of EDC, which owns the Emerald Driller, Sapphire Drillerand Aquamarine Driller. We anticipate that the transactions contemplated by the ADES Purchase Agreement will close in the second quarter of 2022. For additional information regarding the ADES Purchase Agreement and the transactions contemplated thereunder, please see "Share Purchase Agreement to Sell EDC to ADES Arabia Holding" under "Note 1. Organization and Recent Events" of these Notes to Unaudited Financial Statements. In addition, the Company and ADES also entered into an agreement on December 6, 2021 (the "Collaboration Agreement") to pursue a global strategic alliance in order to leverage both the ADES Support Services Agreement and ADVantage, the parties' existing joint venture in Egypt. Pursuant to the Collaboration Agreement, the parties agreed to collaborate on exploring future commercial and operational opportunities.

VHI has entered into Framework Agreements and related Management and Marketing Agreements, as amended, on March 16, 2021 with Aquadrill, pursuant to which certain subsidiaries of VHI agreed to provide operating, management and marketing services to

21

Aquadrill and its subsidiaries (the "Aquadrill Entities"). Fees earned as a result of these agreements are included in "Management fees" and "Reimbursable and other" in our Consolidated Statement of Operations within the Managed Services segment as reported in "Note 10. Business Segment and Significant Customer Information." Two of our shareholders that own a significant portion of our Ordinary shares also own an interest in Aquadrill LLC, formerly known as Seadrill Partners LLC ("Aquadrill").

We did not have any related party transactions that were not conducted in the ordinary course of business as of March 31, 2022.

10. Business Segment and Significant Customer Information

Our operations are dependent on the global oil and gas industry and our rigs are relocated based on demand for our services and customer requirements. Our customers consist primarily of large international oil and gas companies, national or government-controlled oil and gas companies, and other international exploration and production companies. As the result of an increase in activity related to operating, management and marketing services for rigs owned by third-parties, the Company has tworeportable segments: (1) "Drilling Services," which includes activities related to owned jackup rigs and drillships and (2) "Managed Services," which consists of activities related to rigs owned by third-parties. The chief operating decision maker evaluates the performance of our reportable segments using adjusted operating income (loss), which is a segment performance measure, because this financial measure reflects our ongoing profitability and performance. Adjusted operating income (loss) is defined as segment income (loss) from operations plus general and administrative expenses and depreciation. General and administrative expenses, other (expense) income, and income taxes are not allocated to the operating segments for purposes of measuring segment income (loss) from operations and are included in "Unallocated" in the table below. There are no intersegment revenues. Our segment results were as follows:

Three Months Ended March 31, 2022

Drilling Services

Managed Services

Unallocated

Consolidated

(unaudited, in thousands)

Revenue

Contract drilling services

$

44,913

$

-

$

-

$

44,913

Management fees

-

1,103

-

1,103

Reimbursables and other

5,183

7,132

-

12,315

Total revenue

50,096

8,235

-

58,331

Operating costs and expenses

Operating costs

36,438

7,495

-

43,933

General and administrative

-

-

6,582

6,582

Depreciation

10,856

-

439

11,295

Total operating costs and expenses

47,294

7,495

7,021

61,810

Income (loss) from operations

2,802

740

(7,021

)

(3,479

)

Other (expense) income

Interest income

-

-

4

4

Interest expense and financing charges

-

-

(8,504

)

(8,504

)

Other, net

-

-

(775

)

(775

)

Total other expense

-

-

(9,275

)

(9,275

)

Income (loss) before income taxes

$

2,802

$

740

$

(16,296

)

$

(12,754

)

Reconciliation of income from operations to segment adjusted operating income:

Drilling Services

Managed Services

Income from operations

$

2,802

$

740

Depreciation

10,856

-

Segment adjusted operating income

$

13,658

$

740

22

Three Months Ended March 31, 2021

Drilling Services

Managed Services

Unallocated

Consolidated

(unaudited, in thousands)

Revenue

Contract drilling services

$

17,725

$

-

$

-

$

17,725

Management fees

-

98

-

98

Reimbursables and other

2,343

-

-

2,343

Total revenue

20,068

98

-

20,166

Operating costs and expenses

Operating costs

25,357

-

-

25,357

General and administrative

-

-

5,495

5,495

Depreciation

13,715

-

410

14,125

Total operating costs and expenses

39,072

-

5,905

44,977

(Loss) income from operations

(19,004

)

98

(5,905

)

(24,811

)

Other (expense) income

Interest income

-

-

100

100

Interest expense and financing charges

-

-

(8,510

)

(8,510

)

Other, net

-

-

(614

)

(614

)

Total other expense

-

-

(9,024

)

(9,024

)

(Loss) income before income taxes

$

(19,004

)

$

98

$

(14,929

)

$

(33,835

)

Reconciliation of (loss) income from operations to segment adjusted operating (loss) income:

Drilling Services

Managed Services

(Loss) income from operations

$

(19,004

)

$

98

Depreciation

13,715

-

Segment adjusted operating (loss) income

$

(5,289

)

$

98

Our revenue by country and segment was as follows for the periods indicated (periods representing revenues of less than 10% are included in "Other countries"):

Three months ended March 31,

Country

Segment

2022

2021

(unaudited, in thousands)

Egypt

Drilling Services

$

17,121

$

-

India

Drilling Services

13,289

8,855

UAE

Managed Services

8,188

-

Qatar

Drilling Services

7,385

7,197

Indonesia

Drilling Services

-

3,970

Other countries (1)

Drilling Services and Managed Services

12,348

144

Total revenues

$

58,331

$

20,166

(1) "Other countries" represent countries in which we operate that individually had operating revenues representing less than 10% of total revenues earned.

For the three months ended March 31, 2022 and 2021, a substantial amount of our revenue was derived from countries outside of the United States. Consequently, we are exposed to the risk of changes in economic, political and social conditions inherent in foreign operations. Threecustomers in our Drilling Services segment accounted for approximately 29%, 23% and 13% of consolidated revenue and onecustomer in our Managed Services segment accounted for approximately 14% of consolidated revenue for the three months ended March 31, 2022. Threecustomers in our Drilling Services segment accounted for approximately 44%, 36% and 20% of consolidated revenue for the three months ended March 31, 2021.

23

Information related to the Company's "Total Assets" as reported on the Consolidated Balance Sheets is not available by reportable segment; however, a substantial portion of our assets are mobile drilling units included in the Drilling Services segment. Asset locations at the end of the period are not necessarily indicative of the geographic distribution of the revenues generated by such assets during the periods. Our property and equipment, net by country, was as follows as of the dates indicated (as of dates representing property and equipment of less than 10% are included in "Other countries"):

March 31, 2022

December 31, 2021

(unaudited, in thousands)

Egypt

$

168,696

$

173,187

India

92,754

96,583

Indonesia

62,188

63,581

Other countries (1)

45,233

46,253

Total property and equipment

$

368,871

$

379,604

(1) "Other countries" represent countries in which we individually had property and equipment, net, representing less than 10% of total property and equipment, net.

24

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our financial position as of March 31, 2022, and our results of operations for the three months ended March 31, 2022 and 2021. The discussion should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 30, 2022. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Overview

We are an international offshore drilling company focused on operating a fleet of modern, high specification drilling units. Our principal business is to contract drilling units, related equipment and work crews, primarily on a dayrate basis to drill oil and gas wells for our customers. Through our fleet of drilling units, we provide offshore contract drilling services to major, national and independent oil and gas companies, focused on international markets. Additionally, for third-party owned drilling units, we provide operations and marketing services for operating and stacked rigs, construction supervision services for rigs that are under construction and preservation management services for rigs that are stacked.

The following table sets forth certain current information concerning our offshore drilling fleet as of May 9, 2022:

Name

Year Built

Water Depth
Rating (feet)

Drilling Depth
Capacity
(feet)

Location

Status

Jackups

Topaz Driller

2009

375

30,000

Tunisia

Operating

Soehanah

2007

375

30,000

Thailand

Operating

Drillships (1)

Platinum Explorer

2010

12,000

40,000

India

Operating

Tungsten Explorer

2013

12,000

40,000

Egypt

Operating

Managed Rigs

Polaris

2008

10,000

37,500

Sri Lanka

Warm stacked

Aquarius

2008

10,000

35,000

Newfoundland

Cold stacked

Capella

2008

10,000

37,500

Indonesia

Operating

Held For Sale (2)

Emerald Driller

2008

375

30,000

Qatar

Operating

Sapphire Driller

2009

375

30,000

Qatar

Operating

Aquamarine Driller

2009

375

30,000

Qatar

Contract preparation

(1)
The drillships are designed to drill in up to 12,000 feet of water and are currently equipped to drill in 10,000 feet of water.
(2)
On December 20, 2021, we entered into the ADES Purchase Agreement (as defined below under "Recent Developments - Share Purchase Agreement to Sell EDC to ADES Arabia Holding") to sell to ADES Arabia (as defined below under "Recent Developments - Share Purchase Agreement to Sell EDC to ADES Arabia Holding") all of the issued and outstanding equity of EDC, which owns the Emerald Driller, Sapphire Drillerand Aquamarine Driller. These rigs are currently classified as held for sale on our Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021.

Recent Developments

Geopolitical Instability Caused by the Conflict in Ukraine

The markets generally exhibited a strong recovery in global oil prices during 2021, a trend which was further exemplified during the first quarter of 2022, reaching $125.72 per barrel in March 2022. While our management anticipates the continuation of the upward trend in the near-term, oil and gas prices are still expected to continue to be volatile as a result of, among other factors, (i) the ongoing COVID-19 pandemic, including the transmission and presence of highly contagious and new variants and the pace of vaccine rollouts, (ii) changes in oil and gas inventories, (iii) global market demand, (iv) geopolitical instability, armed conflict and social unrest, including the invasion of Ukraine by Russia in February 2022, the associated response undertaken by western nations, such as the implementation of broad sanctions, the potential for retaliatory actions on the part of Russia and the overall impact on OPEC+ countries' ability to reach production targets in the near-term, (v) potential future disagreements among OPEC+ countries regarding the supply of oil, and (vi) the potential for increased production and activity from U.S. shale producers and non-OPEC countries driven by the current oil prices, and therefore, the Company cannot predict how long oil and gas prices will remain stable or further increase, if at all, or whether they could reverse course and decline.

25

In particular, the invasion of Ukraine by Russia has led to, and will likely continue to lead to, geopolitical instability, disruption and volatility in the markets with which we operate. While it is not possible at this time to predict or determine the ultimate consequences of the conflict in Ukraine, which could include, among other things, additional sanctions, greater regional instability, embargoes, geopolitical shifts and other material and adverse effects on macroeconomic conditions, supply chains, financial markets and currency exchange rates, hydrocarbon price volatility in particular is likely to continue for the foreseeable future. To the extent negotiations of a cease fire between Russia and Ukraine are unsuccessful, the potential destruction of critical oil-related infrastructure in Ukraine, and the implementation of further sanctions and other measures taken by governmental bodies and private actors, could have a lasting impact in the near- and long-term on the (i) operations and financial condition of our business and the businesses of our critical counterparties and (ii) the global economy. While our management is actively monitoring the foregoing events and its associated financial impact our business, it is uncertain at this time as to the full magnitude that volatile and uncertain oil and gas prices will ultimately have on our financial condition and future results of operations.

Share Purchase Agreement to Sell EDC to ADES Arabia Holding

On December 6, 2021, VHI, a wholly owned subsidiary of the Company, entered into a certain Share Purchase Agreement (the "ADES Purchase Agreement") with ADES Arabia Holding ("ADES Arabia"), which wholly owns ADES, pursuant to which VHI agreed to sell to ADES Arabia (the "ADES Sale") all of the issued and outstanding equity of VHI's wholly-owned subsidiary, EDC. EDC is the owner of the following jackup rigs, each of which are currently operating in Qatar: the Emerald Driller;the Sapphire Driller;and the Aquamarine Driller. The ADES Purchase Agreement became effective on December 20, 2021 and the transactions contemplated under such agreement are expected to close in the second quarter of 2022. Pursuant to the ADES Purchase Agreement, VHI will receive an aggregate cash consideration payment of $170.0 million (the "Cash Consideration Payment"). In addition to the Cash Consideration Payment, the Company anticipates that it will receive from ADES Arabia approximately $34 million in certain reimbursable amounts in relation to the preparation and mobilization costs associated with the Sapphire Drillerand Aquamarine DrillerQatari contracts incurred prior to closing of the ADES Sale (the "Reimbursable Amounts"). However, both the Cash Consideration Payment and Reimbursable Amounts are subject to potential adjustments contemplated by the ADES Purchase Agreement, and therefore, the actual amounts of the Cash Consideration Payment and Reimbursable Amounts that are ultimately received by the Company could vary from those set forth above.

Moreover, certain subsidiaries of the Company and ADES agreed, in connection with the ADES Purchase Agreement, to enter into a three-year support services agreement (the "ADES Support Services Agreement"), pursuant to which a subsidiary of the Company agreed to provide support services to EDC with respect to the Emerald Driller, Sapphire Drillerand Aquamarine Driller. The Company and ADES also entered into an agreement on December 6, 2021 (the "Collaboration Agreement") to pursue a global strategic alliance in order to leverage both the ADES Support Services Agreement and ADVantage, the parties' existing joint venture in Egypt. Pursuant to the Collaboration Agreement, the parties agreed to collaborate on exploring future commercial and operational opportunities.

While the Company continues to evaluate potential uses of the proceeds it anticipates will be derived from the ADES Sale, the Company is limited in how it may deploy and utilize such proceeds as a result of the terms of the First Lien Indenture. In particular, the Company may only use the proceeds from the ADES Sale to repay, prepay or purchase our senior secured indebtedness (including the 9.25% First Lien Notes), acquire all or substantially all of the assets or capital stock of any other entity engaged in a similar or complementary business to the Company's lines of business, or make capital expenditures or acquire non-current assets (including vessels and related assets) that are useful in such lines of business (including any deposit or installment payments with respect thereto as well as any expenditures related to the acquisition, construction or "ready for sea" costs of such vessels). To the extent such proceeds are not so applied (or committed to be applied) within one year after receipt, the Company will be required to offer to purchase the 9.25% First Lien Notes with such proceeds.

Ongoing Impact of the COVID-19 Pandemic

The global spread of COVID-19, including its highly contagious variants and sub-lineages, continues to pose significant risks and challenges worldwide, and has caused and continues to cause widespread illness and significant loss of life, leading governments across the world to impose and re-impose severely stringent and extensive limitations on movement and human interaction, with certain countries, including those where we maintain significant operations and derive material revenue, implementing quarantine, testing and vaccination requirements. These governmental reactions to the COVID-19 pandemic, as well as changes to and extensions of such approaches, have led to, and continue to result in, uncertain and volatile economic activity worldwide, including within the oil and gas industry and the regions and countries in which we operate.

While the Company has previously managed, and continues to actively manage, the business in an attempt to mitigate any ongoing and material impact from the spread of COVID-19, management anticipates that our industry, and the world at large, will need to continue to operate in, and further adapt, to the current environment for the foreseeable future.

26

Business Outlook

Expectations about future oil and gas prices have historically been a key driver of demand for our services. Against the backdrop of challenging industry conditions which began in 2015, the initial onset, and continued global spread of the COVID-19 pandemic and the resulting decline in global economic activity, coupled with the short-lived price war between Saudi Arabia and Russia, led to significant reductions and delays in oil and gas exploration and development plans on the part of operators during 2020, largely impeding and unwinding the improvements experienced by the industry in 2019. These reductions and delays led to a substantial drop in oil prices and demand for offshore drilling services globally, including for our services, during, and subsequent to, the second quarter of 2020. However, as a whole, global oil prices experienced a strong recovery during 2021 resulting in the best annual performance (on a price per barrel basis) since 2012, with Brent crude oil trading close to $85.00 per barrel in October 2021 and more recently trading above $125.00 per barrel in March 2022. This strong recovery is due to, among other factors, the (i) OPEC+ countries' agreement since last year to reduce production by almost 10 million barrels per day, representing approximately 10% of the world's output compared with demand for approximately 96 million barrels a day, and their recent agreement to boost production, but only in measured steps, (ii) development, efficacy, availability and utilization of vaccines for COVID-19, (iii) the reopening of global economies, (iv) injection of substantial government monetary and fiscal stimulus and (v) the ongoing energy supply crisis driven by a shortage of fuel within recovering economies and anticipated extreme weather across Europe and northeast Asia, along with years of under investment in oil reserve replacement, all of which has been exacerbated by the global turmoil and political instability caused by Russia's invasion of Ukraine in February 2022.

Notwithstanding the foregoing, the volatility and uncertainty surrounding global oil prices largely remain as the spread of the COVID-19 pandemic and its highly transmissible variants persist and, as a whole, the oil and gas industry continues to be materially impacted and shaped by external factors which have influenced its overall development and recovery. While OPEC+ countries entered into an agreement in July 2021 to gradually phase out certain oil production cuts by September 2022 and subsequently acknowledged that it would continue to observe such agreement to only boost production modestly despite higher oil prices, the long-term commitment of such countries to maintain oil production at or near such levels remains uncertain. More recently, the ongoing conflict in Ukraine has caused, and could continue to cause for the foreseeable future, significant instability, disruption, uncertainty and volatility in the hydrocarbon industry and the global markets at large. Further geopolitical developments could occur, including a possible agreement relating to Iran's nuclear deal and the subsequent suspension of U.S. sanctions in Iran (which could result in, among other things, the influx of Iranian crude oil into the global markets), any of which could significantly impact our business and operations. In addition, with higher crude oil prices there is the potential for increased production from U.S. shale producers and non-OPEC countries, which could lead to significant increase in the overall global oil and gas supply, and result in reduced commodity prices. As a result of such volatility, disruption, instability and uncertainty, it has been difficult, and will generally continue to be difficult, for operators to definitively plan their capital budget programs in the near term.

In addition to macroeconomic challenges, including those set forth above, which have led to reduced demand for drilling rigs, the excess supply of delivered and new-build rigs continues to impact overall market demand. It is unclear when these new-build drilling rigs will actually be delivered, if at all, as many rig deliveries have (i) already been deferred to later dates or (ii) been canceled entirely.

In response to the oversupply of drilling rigs, a number of our competitors removed older, less competitive rigs from their fleets by cold stacking the drilling rigs, repurposing rigs for use in other industries or taking them permanently out of service. A substantial number of rigs have been removed from the drilling fleet since the oil price decline in 2014 and this trend has only accelerated since the second quarter of 2020. However, we have recently observed instances where cold-stacked rigs are being reactivated for new contracts as the supply of ready-to-go rigs diminishes. This could result in more rigs competing with us in the market, and in turn cause any recovery in dayrates to stall or reverse, which may materially impact the environment in which we operate and compete.

In addition many offshore drillers with significant levels of debt on their balance sheets have recently completed, are currently pursuing, or may elect to pursue in the near-term, debt restructurings. As drillers emerged and continue to emerge from these debt restructurings, consolidation in the industry transpired and it is likely that further consolidation will occur, reducing the number of industry participants and ultimately lowering cost structures. The combination of recycling, restructuring and consolidation will be necessary for the industry to regain firmer footing. Any industry recovery will also depend significantly on continued and demonstrable improvement in global macroeconomic conditions including the ability to mitigate COVID-19's highly contagious variants and mutations.

In response to both global market conditions and excessive levels of idle capacity in recent years, operating dayrates began to experience intense downward pressure in 2015, a trend which continued through 2021, as most drilling contractors had preferred, and continue to prefer, to maintain rigs in an active state to mitigate the risks and costs of stacking and reactivating rigs and to benefit from the fact that customers had generally favored operating rigs over reactivated cold-stacked rigs. However, dayrates have shown signs of

27

improvement as of 2022, resembling pricing trends exhibited prior to the onset of the COVID-19 pandemic.

With the distribution of vaccines in certain jurisdictions in an attempt to inoculate populations against COVID-19 along with significant governmental assistance directed at combatting the challenging economic environment caused by the COVID-19 pandemic, economic activity in certain portions of the world generally improved during 2021. This improvement has contributed to, among other things, a general increase in the demand for oil and gas. In addition, during the last seven years, oil and gas producers restrained their investment as priorities shifted from exploring and producing to returning capital to investors and minimizing cost during the challenging oil and gas price environment. As a result of these shifting priorities and the restraint on overall investment, reserves have generally decreased. This trend (along with other factors) has contributed to crude oil prices reaching decade- high levels in 2022. The jackup segment experienced visible recovery in 2021 with respect to utilization rates and the deepwater segment continues to exhibit signs of notable recovery regarding utilization rates. In addition, dayrates for both the jack-up and deepwater segments have begun to increase in 2022.

Notwithstanding the foregoing, the recovery experienced could be short lived especially given the quickly changing and ever-evolving dynamics of the COVID-19 pandemic and its highly transmittable variants and sub-lineages. With the COVID-19 pandemic unlikely to completely subside in the near term, the possibility exists that the world will need to continue to learn to operate in and further adapt to the current environment for the foreseeable future. Volatility in global oil and gas prices and how our industry manages the logistical challenges stemming from the COVID-19 pandemic will continue to play a significant role in determining the outlook for the industry, both in the short- and long-term.

Backlog

The following table reflects a summary of our contract drilling backlog coverage of days contracted and related revenue as of March 31, 2022 based on information available as of that date:

Percentage of Days Contracted

Revenues Contracted (1)
(in thousands)

2022

2023

Beyond

2022

2023

Beyond

Jackups

38%

0%

0

%

$

14,286

$

-

$

-

Drillships

82%

45%

0

%

$

69,065

$

47,580

$

-

Managed Rigs

33%

0%

0

%

$

39,358

$

4,700

$

-

Held for Sale

95%

78%

43

%

$

61,966

$

57,670

$

64,011

(1)
Includes contract(s) with operating dayrates that may vary based on a variable oil price index rate mechanism calculated utilizing the then applicable average price of Brent crude. For purposes of calculating the backlog with contracts that contain a variable oil price indexed rate mechanism we utilize the applicable oil price as of quarter end multiplied by the number of days remaining in the firm contract period. The average dayrate over the term of the contract could be lower or higher depending upon the average price of Brent crude for such measurable period and such adjustments are not estimated in the backlog dayrate. As certain of our drilling contracts are denominated in currencies other than the USD, backlog could also vary due to movements in the applicable exchange rates.

28

Results of Operations

Operating results for our contract drilling services are dependent on three primary metrics: available days, rig utilization and dayrates. The following table sets forth this selected operational information for the periods indicated:

Three Months Ended March 31,

2022

2021

Jackups

Rigs available

2

5

Available days (1)

180

450

Utilization (2)

60.3

%

30.7

%

Average daily revenues (3)

$

74,295

$

64,448

Deepwater

Rigs available

2

2

Available days (1)

180

180

Utilization (2)

98.8

%

49.1

%

Average daily revenues (3)

$

165,159

$

99,911

Held for Sale (4)

Rigs available

3

0

Available days (1)

270

0

Utilization (2)

41.5

%

N/A

Average daily revenues (3)

$

66,813

N/A

(1)
Available days are the total number of rig calendar days in the period.
(2)
Utilization is calculated as a percentage of the actual number of revenue earning days divided by the available days in the period. A revenue earning day is defined as a day for which a rig earns dayrate after commencement of operations.
(3)
Average daily revenues are based on contract drilling revenues divided by revenue earning days. Average daily revenue will differ from average contract dayrate due to billing adjustments for any non-productive time, mobilization fees and demobilization fees.
(4)
On December 20, 2021, we entered into the ADES Purchase Agreement to sell to ADES Arabia all of the issued and outstanding equity of EDC, which owns the Emerald Driller, Sapphire Drillerand Aquamarine Driller. Each of these rigs are currently classified as held for sale on our Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021.

For the Three Months Ended March 31, 2022 and 2021

Net loss attributable to shareholders for the Current Quarter was $14.9 million, or $1.14 per basic share, on operating revenues of $58.3 million, compared to net loss attributable to shareholders for the Comparable Quarter of $36.0 million, or $2.74 per basic share, on operating revenues of $20.2 million.

29

The following table is an analysis of our operating results for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

Change

2022

2021

$

%

(unaudited, in thousands)

Consolidated:

Revenues

Contract drilling services

$

44,913

$

17,725

$

27,188

153

%

Management fees

1,103

98

1,005

n/m

Reimbursables and other

12,315

2,343

9,972

426

%

Total revenues

58,331

20,166

38,165

189

%

Operating costs and expenses:

Operating costs

43,933

25,357

18,576

73

%

General and administrative

6,582

5,495

1,087

20

%

Depreciation

11,295

14,125

(2,830

)

-20

%

Total operating costs and expenses

61,810

44,977

16,833

37

%

Loss from operations

(3,479

)

(24,811

)

21,332

-86

%

Other (expense) income

Interest income

4

100

(96

)

-96

%

Interest expense and financing charges

(8,504

)

(8,510

)

6

0

%

Other, net

(775

)

(614

)

(161

)

26

%

Total other expense

(9,275

)

(9,024

)

(251

)

3

%

Loss before income taxes

(12,754

)

(33,835

)

21,081

-62

%

Income tax provision

1,438

2,162

(724

)

-33

%

Net loss

(14,192

)

(35,997

)

21,805

-61

%

Net income (loss) attributable to noncontrolling interests

706

(13

)

719

n/m

Net loss attributable to shareholders

$

(14,898

)

$

(35,984

)

$

21,086

-59

%

Drilling Services:

Revenue

Contract drilling services

$

44,913

$

17,725

$

27,188

153

%

Management fees

-

-

-

**

Reimbursables and other

5,183

2,343

2,840

121

%

Total revenue

50,096

20,068

30,028

150

%

Operating costs and expenses:

Operating costs

36,438

25,357

11,081

44

%

General and administrative

-

-

-

**

Depreciation

10,856

13,715

(2,859

)

-21

%

Total operating costs and expenses

47,294

39,072

8,222

21

%

Income (loss) from operations

2,802

(19,004

)

21,806

-115

%

Managed Services:

Revenue

Contract drilling services

$

-

$

-

$

-

**

Management fees

1,103

98

1,005

n/m

Reimbursables and other

7,132

-

7,132

**

Total revenue

8,235

98

8,137

n/m

Operating costs and expenses:

Operating costs

7,495

-

7,495

**

General and administrative

-

-

-

**

Depreciation

-

-

-

**

Total operating costs and expenses

7,495

-

7,495

**

Income from operations

740

98

642

655

%

Consolidated Revenue: Total revenue increased $38.2 million due primarily to an increase in operating activities in the Current Quarter.

30

Drilling Services Revenue:Contract drilling revenue increased $27.2 million for the Current Quarter as compared to the Comparable Quarter. The increase in our contract drilling revenue was primarily the result of the number of rigs that were operational, with six in the Current Quarter (including two of the jackup rigs classified as held for sale as discussed in "Recent Developments - Share Purchase Agreement to Sell EDC to ADES Arabia Holding" in this Part I, Item 2) compared to three in the Comparable Quarter. Reimbursables and other revenue increased $2.8 million in the Current Quarter as compared to the Comparable Quarter primarily as a result of the number of our rigs which were operational (as discussed immediately above.)

Managed Services Revenue:Management fees increased $1.0 million in the Current Quarter as compared to the Comparable Quarter as a result of the management of certain deepwater floaters owned by the Aquadrill Entities, which we began managing in late March during the Comparable Quarter. The increase in Reimbursables and other revenue for the Current Quarter as compared to the Comparable Quarter is primarily as a result of the management of the deepwater floaters owned by the Aquadrill Entities (as discussed immediately above.)

Consolidated Operating Costs: Total operating costs increased 73% due primarily to an increase in operating activities in the Current Quarter.

Drilling Services Operating costs: Drilling Services operating costs increased 44% in the Current Quarter as compared to the Comparable Quarter primarily as the result of the changes in our drilling contracts discussed above. This increase was partially offset by the sale of various assets during the Current Quarter and the recognition of a net gain of $1.9 million related to the sale of these assets. The Comparable Quarter includes the sale of the Titanium Explorerand the recognition of a net gain of $2.8 million in related to the sale of the asset.

Managed Services Operating costs: The increase in Managed Services operating costs in the Current Quarter as compared to the Comparable Quarter is as the result the management of certain deepwater floaters discussed above.

General and administrative expenses: Increases in general and administrative expenses for the Current Quarter as compared to the Comparable Quarter were primarily due to increased labor costs offset by lower professional fees. General and administrative expenses for the Comparable Quarter included approximately $0.3 million for non-cash share-based compensation expense. Non-cash share-based compensation expense for the Current Quarter was immaterial.

Depreciation expense: Depreciation expense is primarily related to rigs owned by us included in our Drilling Services segment. The Managed Services segment does not currently own depreciable assets. Depreciation expense for the Current Quarter decreased 20% as compared to the Comparable Quarter, due primarily to the decreased depreciation expense on the three jackup rigs classified as held for sale on December 20, 2021.

Interest income: Decreases in interest income for the Current Quarter as compared to the Comparable Quarter were due primarily to lower interest rates earned on lower cash investments during the Current Quarter.

Interest expense and financing charges: Interest expense and financing charges includes non-cash deferred financing costs totaling approximately $0.4 million for the Current Quarter and for the Comparable Quarter, respectively.

Other, net:Our functional currency is USD; however, a portion of the revenues earned and expenses incurred by certain of our subsidiaries are denominated in currencies other than USD. These transactions are re-measured in USD based on a combination of both current and historical exchange rates. Net foreign currency exchange loss of approximately $0.8 million and $0.6 million was included in "other, net," for the Current Quarter and Comparable Quarter, respectively.

Income tax provision: Our annualized effective tax rate for the Current Quarter is negative 17.51% based on estimated annualized ordinary loss before income taxes excluding income tax discrete items. Our annualized effective tax rate for the Comparable Quarter was negative 6.0%, based on estimated annualized loss before income taxes excluding income tax discrete items.

Our income taxes are generally dependent upon the results of our operations and the local income taxes in the jurisdictions in which we operate. In some jurisdictions, we do not pay taxes or receive benefits for certain income and expense items, including interest expense and disposal gains or losses. In other jurisdictions, we recognize income taxes on a net income basis or a deemed profit basis.

Liquidity and Capital Resources

The prolonged low price environment caused by the spread of COVID-19, the resulting decline in global economic activity and the oil price and market share volatility began to reduce our liquidity and capital resources in the second quarter of 2020 through 2021, a trend which extended into the first quarter of 2022 and could extend further into 2022 and beyond. Such events have had significant adverse consequences for general financial, business and economic conditions, as well as for the financial, business and economic position of our business and the business of our customers and suppliers, and may adversely impact our ability to derive cash flows from our operations and access capital funding from third parties in the future.

We experienced, and could experience further delays in the collection of certain accounts receivables due to logistical obstacles resulting from the COVID-19 pandemic, such as office closures, as well as other impacts to our long-term liquidity. Governmental measures, such as widespread lock downs, nightly curfews , territorial entry restrictions and mandates, could impact our ability to operate

31

in locations where such restrictions and requirements are in place, including those locations where we derive material revenue. During these uncertain times, we have sought, and continue to seek, measures to reduce our operating costs and preserve cash. We could implement further cost reduction measures (in addition to those previously put in place in 2020 and maintained through the Current Period) and alter our general financial strategy in the near- and long-term.

Sources and Uses of Liquidity

Our anticipated cash flow needs, both in the short- and long-term, may include, among others: (i) normal recurring operating expenses; (ii) planned and discretionary capital expenditures; (iii) repayments of interest; and (iv) certain contractual cash obligations and commitments. We may, from time to time, redeem, repurchase or otherwise acquire our outstanding 9.25% First Lien Notes through open market purchases, tender offers or pursuant to the terms of such securities.

We currently expect to fund our cash flow needs with cash generated by our operations, cash on hand or proceeds from sales of assets. As of March 31, 2022, we believe we maintain adequate cash reserves and are continuously managing our actual cash flow and cash forecasts. Accordingly, management believes that we have adequate liquidity to fund our operations for the twelve months following the date our Consolidated Financial Statements are issued and therefore, have been prepared under the going concern assumption. In the event the ADES Sale is not consummated (or should the amount of anticipated proceeds from the ADES Sale differ from our estimates), we nevertheless believe that the cash generated by our operations (including through our $184.7 million of backlog expected to be realized in fiscal year 2022) together with cash on hand will still be sufficient to fund our cash flow needs for the next twelve months.

Under the First Lien Indenture, we are required to apply the proceeds derived from the ADES Sale to repay, prepay or purchase our senior secured indebtedness (including the 9.25% First Lien Notes), acquire all or substantially all of the assets or capital stock of any other entity engaged in a similar or complementary business to the Company's lines of business, or make capital expenditures or acquire non-current assets (including vessels and related assets) that are useful in such lines of business (including any deposit or installment payments with respect thereto as well as any expenditures related to the acquisition, construction or "ready for sea" costs of such vessels). To the extent such proceeds are not so applied (or committed to be applied) within one year after receipt, the Company will be required to offer to purchase the 9.25% First Lien Notes with such proceeds.

Our 9.25% First Lien Notes mature in November 2023. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, including in order to satisfy our obligations under the 9.25% First Lien Notes, we anticipate that they will be obtained through incurrence of additional indebtedness, additional equity financings, sales of assets or a combination of these potential sources of funds. However, there can be no assurance that we will be able to obtain additional funds on terms acceptable to us, on a timely basis or at all. The failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the results of operations, and financial condition. If we are unable to fund capital expenditures with our cash flow from operations or sales of non-strategic assets, we may be required to either incur additional borrowings or raise capital through the sale of debt or equity securities. Our ability to access the capital markets may be limited by our financial condition at the time, by certain restrictive covenants under the agreements governing our credit agreement and notes, by changes in laws and regulations or interpretation thereof and by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. For example, the invasion of Ukraine by Russia in February 2022, and the resulting impact of sanctions imposed by western nations against Russia, Russian-backed separatist regions in Ukraine, certain banks, companies, government officials, and other individuals in Russia and Belarus, could adversely impact the global oil and gas markets for the foreseeable future and, in the process, our ability to access additional capital funding sources. The failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the results of operations, and financial condition.

As of March 31, 2022, we had working capital of approximately $212.6 million, including approximately $62.2 million of cash available for general corporate purposes. Scheduled debt service consists of interest payments through December 31, 2022 of approximately $32.4 million. We anticipate capital expenditures through December 31, 2022 to be between approximately $4.0 million and $4.9 million. As our rigs obtain new contracts, we could incur reactivation and mobilization costs for these rigs, as well as additional customer requested equipment upgrades. These costs could be significant and may not be fully recoverable from the customer. Based on our expected levels of activity, incremental expenditures through December 31, 2022 for special periodic surveys, major repair and maintenance expenditures and equipment re-certifications to be between approximately $21.0 million and $25.7 million. Approximately $1.0 million and $6.8 million of capital expenditures and incremental expenditures, respectively, are anticipated to be reimbursed to the Company at the close of the ADES Sale. As of March 31, 2022, we had approximately $49.9 million available for the issuance of letters of credit under our cash collateralized letter of credit facility.

32

The following table includes a summary of our cash flow information for the periods indicated:

Three Months Ended March 31,

(unaudited, in thousands)

2022

2021

Cash flows (used in) provided by:

Operating activities

$

(8,205

)

$

(15,351

)

Investing activities

(3,799

)

13,101

Financing activities

-

-

Changes in cash flows from operating activities are driven by changes in net loss during the relevant periods (see the discussion of changes in net loss above in "Results of Operations" of this Part I, Item 2).

Cash flows from investing activities in the Current Quarter include net proceeds of $3.1 million from the sale of various assets. The Comparable Quarter include net proceeds of $13.6 million from the sale of the Titanium Explorer.

The significant elements of the 9.25% First Lien Notes are described in "Note 5. Debt"of the "Notes to Unaudited Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report. The information discussed therein is incorporated by reference in its entirety into this Part I, Item 2.

We enter into operating leases in the normal course of business for office space, housing, vehicles and specified operating equipment. Some of these leases contain options that would cause our future cash payments to change if we exercised those options.

Commitments and Contingencies

We are subject to litigation, claims and disputes in the ordinary course of business, some of which may not be covered by insurance. Information regarding our legal proceedings is set forth in "Note 8. Commitments and Contingencies"of the "Notes to Unaudited Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report. The information discussed therein is incorporated by reference in its entirety into this Part I, Item 2.

There is an inherent risk in any litigation or dispute and no assurance can be given as to the outcome of any claims. We do not believe the ultimate resolution of any existing litigation, claims or disputes will have a material adverse effect on our financial position, results of operations or cash flows.

Critical Accounting Policies and Accounting Estimates

The preparation of unaudited financial statements and related disclosures in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Our significant accounting policies are included in "Note 2. Basis of Presentation and Significant Accounting Policies" of the "Notes to the Unaudited Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report. These policies, along with our underlying judgments and assumptions made in their application, have a significant impact on our consolidated financial statements. While management believes current estimates are appropriate and reasonable, actual results could materially differ from those estimates. We have discussed the development, selection and disclosure of such policies and estimates with the audit committee of the Board of Directors.

Our critical accounting policies are those related to property and equipment, impairment of long-lived assets and income taxes. For a discussion of the critical accounting policies and estimates that we use in the preparation of our consolidated financial statements, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 30, 2022. During the Current Quarter, there were no material changes to the judgments, assumptions or policies upon which our critical accounting estimates are based.

Recent Accounting Pronouncements: See "Note 2. Basis of Presentation and Significant Accounting Policies"of the "Notes to Unaudited Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report for further information. The information discussed therein is incorporated by reference in its entirety into this Part I, Item 2.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our rigs operate in various international locations and thus are sometimes subject to foreign exchange risk. We may from time to time also be exposed to certain commodity price risk, equity price risk and risks related to other market driven rates or prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes. The significant decline in worldwide exploration and production spending as a result of reduced oil prices since 2014, the continual spread and exacerbation of the COVID-19 pandemic, including as a result of its highly transmittable variants and sub-lineages, and the ongoing oil price and market share volatility have each negatively impacted the offshore contract drilling business at large, as discussed in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report.

33

Interest Rate Risk:As of March 31, 2022, we had no variable rate debt outstanding.

Foreign Currency Exchange Rate Risk:Our functional currency is the USD, which is consistent with the oil and gas industry. However, outside the U.S., a portion of our expenses are incurred in local currencies. Therefore, when the USD weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in USD will increase (decrease). A substantial majority of our revenues are received in USD, our functional currency; however, in certain countries in which we operate, local laws or contracts may require us to receive some payment in the local currency. We are exposed to foreign currency exchange risk to the extent the amount of our monetary assets denominated in the foreign currency differs from our obligations in that foreign currency. In order to mitigate the effect of exchange rate risk, we attempt to limit foreign currency holdings to the extent they are needed to pay liabilities in the local currency. To further manage our exposure to fluctuations in currency exchange rates, foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, may be used. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent USD payment equal to the value of such exchange. We do not enter into derivative transactions for speculative purposes. As of March 31, 2022, we did not have any open foreign exchange derivative contracts or material foreign currency exposure risk.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we voluntarily file or submit to the SEC is recorded, processed, summarized, and reported within the time periods required by our debt agreements.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, such officers have concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, 2022 to provide reasonable assurance that information required to be disclosed on our reports filed or submitted under the Exchange Act was (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and (2) recorded, summarized and reported within the time periods specified in the SEC's rules and forms.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

While the majority of our office and management personnel are currently working under a hybrid schedule, with certain days working remotely and other days working in the office due to the spread of the COVID-19 pandemic, we have not as of the date of this Quarterly Report experienced any material impact on our internal controls over financial reporting. Our management continues to monitor and assess the current situation as it relates to our internal controls over financial reporting in order to minimize the impact, if any, to their design and operating effectiveness.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding the Company's legal proceedings is set forth in "Note 8. Commitments and Contingencies" of the "Notes to Unaudited Consolidated Financial Statements" in Part I, Item 1 of this Quarterly Report. The information discussed therein is incorporated by reference into this Part II, Item 1.

Item 6. Exhibits

Incorporated by Reference

Exhibit

Number

Exhibit Description

Filed

Herewith

Form

File Number

Exhibit

Filing

Date

2.1

Joint Prepackaged Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors, dated December 1, 2015, which is Exhibit A to the Disclosure Statement

T-3

022-29012

99.T3E.1

12/02/15

2.2

Share Purchase Agreement, dated December 6, 2021, by and between Vantage Holdings International and ADES Arabia Holding

10-K

333-159299-15

2.2

03/30/22

3.1A

Certificate of Incorporation of the Company

S-4

333-170841

3.3

11/24/10

3.1B

Fourth Amended and Restated Memorandum and Articles of Incorporation of the Company

8-K

333-159299-15

3.1

03/08/19

34

4.1

First Lien Indenture, dated as of November 30, 2018, by and between Vantage Drilling International, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and first lien collateral agent

8-K

333-159299-15

4.1

12/04/18

4.2

First Supplemental Indenture by and between Vantage Drilling International, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and first lien collateral agent, dated January 24, 2019

10-K

333-159299-15

4.4

03/10/20

4.3

Second Supplemental Indenture by and between Vantage Drilling International, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and first lien collateral agent, dated February 13, 2019

10-K

333-159299-15

4.5

03/10/20

4.4

Shareholders Agreement dated as of February 10, 2016, by and among Offshore Group Investment Limited and the Shareholders (as defined therein)

8-K

333-159299-15

10.1

02/17/16

4.5

Amendment No. 1 to the Shareholders Agreement, dated as of February 10, 2016, by and among Offshore Group Investment Limited and the Shareholders (as defined therein)

8-K

333-159299-15

10.1

03/08/19

4.6

Registration Rights Agreement, dated as of February 10, 2016, by and among Offshore Group Investment Limited and each of the Holders (as defined therein) party thereto

8-K

333-159299-15

10.2

02/17/16

4.7

Amendment No. 1 to the Registration Rights Agreement, dated as of May 9, 2016, by and among Vantage Drilling International (f/k/a Offshore Group Investment Limited) and each of the Holders party thereto

10-Q

333-159299-15

10.3

5/13/16

4.8

Registration Rights Agreement among Vantage Drilling International, Vantage Drilling Company and the joint official liquidators of Vantage Drilling Company, dated as of April 26, 2017

10-K/A

333-212081

10.1

05/01/17

10.1

Agreement, dated June 20, 2019, among Vantage Deepwater Company, Vantage Deepwater Drilling, Inc., Petroleo Brasileiro S.A., Petrobras America, Inc. and Petrobras Venezuela Investments & Services, BV.

8-K

333-159299-15

10.1

06/24/19

10.2

Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Linda J. Ibrahim, dated February 10, 2016

10-Q

333-159299-15

10.2

08/12/21

31.1

Certification of Principal Executive Officer Pursuant to Section 302

X

31.2

Certification of Principal Financial and Accounting Officer Pursuant to Section 302

X

32.1**

Certification of Principal Executive Officer Pursuant to Section 906

32.2**

Certification of Principal Financial and Accounting Officer Pursuant to Section 906

35

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

X

101.SCH

Inline XBRL Taxonomy Extension Schema

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

X

101.DEF

Inline XBRL Taxonomy Extension Definition Inline Linkbase

X

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

X

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

X

** These exhibits are furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VANTAGE DRILLING INTERNATIONAL

Date: May 16, 2022

By:

/s/ DOUGLAS E. STEWART

Douglas E. Stewart

Chief Financial Officer, General Counsel and Corporate Secretary

(Principal Financial Officer)

37