- Noble Gerry de Souza commenced operations in Suriname
upgraded with MPD system and a second BOP
- Backlog increased by approximately $700
million to $1.9 billion as of
April 1, 2022
- 2022 Adjusted EBITDA guidance increased
- Maersk Drilling combination expected to close mid-2022, subject
to UK antitrust clearance
SUGAR
LAND, Texas, May 2, 2022
/PRNewswire/ -- Noble Corporation (NYSE: NE, "Noble", or the
"Company") today reported first quarter 2022 results.
|
Successor
|
|
|
Predecessor
|
(stated in millions, except per share
amounts)
|
Three
Months
Ended
Mar 31,
2022
|
|
Three
Months
Ended
Dec 31,
2021
|
|
Period from
Feb 6, 2021-
Mar 31,
2021
|
|
|
Period from
Jan 1, 2021-
Feb 5, 2021
|
Total
Revenue
|
$
210
|
|
$
208
|
|
$
92
|
|
|
$
77
|
Contract Drilling
Services Revenue
|
195
|
|
192
|
|
85
|
|
|
74
|
Net Income
(Loss)
|
(37)
|
|
123
|
|
(18)
|
|
|
250
|
Adjusted
EBITDA*
|
27
|
|
12
|
|
6
|
|
|
22
|
Adjusted Net
Loss*
|
(8)
|
|
(29)
|
|
(20)
|
|
|
(1)
|
Diluted Earnings (Loss)
Per Share
|
(0.54)
|
|
1.70
|
|
(0.36)
|
|
|
0.98
|
Adjusted Diluted Loss
Per Share*
|
(0.12)
|
|
(0.39)
|
|
(0.41)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
* A Non-GAAP supporting schedule is included with the
statements and schedules attached to this press
release.
|
Robert W. Eifler, President and
Chief Executive Officer of Noble Corporation, stated "Our strong
operational performance, highlighted by the successful commencement
of operations for the Noble Gerry de Souza in Suriname,
coupled with significant contracting success across the fleet, sets
the stage for an exciting year for Noble. The combination of
our performance in the first quarter and continued improvements
across all markets has increased our financial expectations for
2022. I would like to thank the entire Noble organization for their
continued hard work and their commitment to operating safely every
day."
First Quarter Results
Contract drilling services revenue for the first quarter of 2022
totaled $195 million compared to
$192 million in the fourth quarter of
2021. Marketed fleet utilization was 75 percent in the three months
ended March 31, 2022 compared to 77
percent in the fourth quarter of 2021. Contract drilling
services costs for the first quarter were $166 million, down from $183 million in the fourth quarter of
2021.
Adjusted EBITDA for the three months ended March 31, 2022 was $27
million compared to $12
million in the fourth quarter of 2021. Capital expenditures
totaled $45 million in the first
quarter, which includes $11 million
of client reimbursable investments.
Upon emergence from restructuring, Noble adopted fresh-start
accounting which resulted in Noble becoming a new reporting entity
for accounting and financial reporting purposes. Accordingly,
financial statements and notes after February 5, 2021 are not comparable to financial
statements and notes prior to that date. As required by GAAP,
results must be presented separately for the predecessor period up
to February 5, 2021 (the
"Predecessor" period) and the successor period from February 6, 2021 through all dates after (the
"Successor" period).
Operating Highlights
In the first quarter, the Noble Regina Allen was awarded
a contract for six wells in Trinidad and Tobago. The work is
expected to commence shortly after the conclusion of the rig's
contract with Repsol in Guyana. In the U.K. North Sea, the
Noble Sam Hartley was contracted by TotalEnergies for one
firm well with an anticipated start in the third quarter of
2022. The contract also includes two one-well options.
Noble also received a binding Letter of Award ("LOA") from Qatargas
for the Noble Houston Colbert and Noble Mick
O'Brien. The LOA is for 3.5 years of firm work per
rig. The Noble Mick O'Brien contract will be in direct
continuation with Qatargas and the Noble Houston Colbert is
preparing to mobilize out of the UK North Sea this summer and begin
operations in the third quarter of 2022. The associated
revenue will be included in our backlog once the contracts have
been executed.
The Noble Gerry de Souza, upgraded with an MPD system and
second BOP, safely mobilized to Suriname and began its contract
with APA Corp near the end of the first quarter. APA Corp has
two one-well options for the rig. The Noble Globetrotter
I is expected to conclude its 10-year contract with Shell in
the third quarter and demobilize for an out-of-service
period. Shortly after its shipyard stay, the Noble
Globetrotter I is expected to mobilize to Mexico for a one-well contract with CNOOC and
a two well program with Petronas. On April 1st, 2022, the four drillships
operating under the Commercial Enabling Agreement ("CEA") were
awarded 7.4 years of incremental term in connection with the
sanctioning of the Yellowtail development in Guyana. Each rig
is now contracted to the fourth quarter of 2025.
Additionally, the Noble Clyde Boudreaux, a moored
semisubmersible, was divested in the first quarter.
Backlog and Balance Sheet
Highlights
As of April 1, 2022, Noble's
estimated revenue backlog is approximately $1.9 billion. This includes the 7.4 rig
year award under the CEA but does not include the 7 years of firm
term associated with the LOA from Qatargas.
As of March 31, 2022, the Company
had total liquidity of $767 million,
including cash and cash equivalents of $105
million, and availability under its revolving credit
facility of $662 million. The
Company experienced an increase in accounts receivable in the first
quarter above the expected level, but this is anticipated to
normalize over the coming quarters.
Maersk Drilling Business Combination Update
On April 29, 2022, Noble provided
an update on the merger control process for obtaining clearance in
the UK for the previously announced business combination with
Maersk Drilling. The process remains ongoing following the UK
Competition and Markets Authority's ("UK CMA") Phase 1 decision on
April 22, 2022 pursuant to which the
UK CMA stated that the transaction gives rise to a realistic
prospect of a substantial lessening of competition and that a
remedy to address such effect would be required to avoid a
reference to a Phase 2 review. As a result, Noble and possibly
Maersk Drilling plan to offer to divest certain jackup rigs
currently located in the North Sea (the "Remedy Rigs") to seek to
obtain conditional antitrust clearance from the UK CMA in Phase 1
of the merger control process. The Remedy Rigs will comprise the
Noble Hans Deul, Noble Sam Hartley, Noble Sam Turner, Noble Houston Colbert, and
either the Maersk Innovator or the Noble Lloyd Noble,
both of which are a CJ-70 design. Noble expects there to be clarity
on which of the CJ-70 rigs will be included in the Remedy Rigs in
the coming weeks. On this basis, Noble is examining different
options to divest the Remedy Rigs. The duration and outcome
of the UK CMA review process remains uncertain. If Noble is able to
obtain a conditional Phase 1 antitrust clearance from the UK CMA,
the closing of the business combination is expected to occur in
mid-2022.
Outlook
The Company's full-year 2022 guidance range for Adjusted Revenue
and Adjusted EBITDA increased to $1,130 to $1,180
million and $320 to
$350 million, respectively.
This increase, which is primarily driven by improved drillship
activity and dayrates, is partially offset for Adjusted EBITDA by
inflationary pressures. Full-year 2022 capital expenditure
guidance range, net of client reimbursables, increased by
$15 million to $145 to $160
million. This increase is primarily driven by contract
preparation investments required by recent commercial awards for
the Noble Globetrotter I and the Noble
Houston Colbert.
Further details may be found in the guidance table included at the
back of this press release.
Commenting on Noble's outlook for 2022, Mr. Eifler stated, "We
are encouraged by the steadily improving fundamentals in the
offshore drilling market and expect to continue to see positive
dayrate momentum. We anticipate realizing a meaningful
improvement in financial results in the second quarter and have
visibility to exiting the year at an Adjusted EBITDA run-rate of
$125 million per quarter. As we
look forward to the closing of the combination with Maersk
Drilling, we remain focused on operating safely, serving the needs
of our customers, and creating long-term value for our
shareholders."
Fleet Status Report
In conjunction with first quarter results, the Company has also
provided an updated "Fleet Status Report" which reflects the
current status and contract information for each of its rigs. The
updated report can be found under the "Our Fleet" section of the
Company's website.
Conference Call
Noble will host a conference call related to its first quarter
2022 results on Tuesday, May 3, 2022,
at 7:30 a.m. U.S. Central Time.
Interested parties may dial +1 929-203-0901 and refer to conference
ID 31391 approximately 15 minutes prior to the scheduled start
time. Alternatively, a live webcast link will be available on
the Investor Relations section of the Company's website. A
webcast replay will be accessible for a limited time following the
scheduled call.
For additional information, visit www.noblecorp.com or email
investors@noblecorp.com
About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and
gas industry. The Company owns and operates one of the most
modern, versatile, and technically advanced fleets in the offshore
drilling industry. Noble and its predecessors have been engaged in
the contract drilling of oil and gas wells since 1921. Currently,
Noble performs, through its subsidiaries, contract drilling
services with a fleet of 19 offshore drilling units, consisting of
11 drillships and 8 jackups, focused largely on ultra-deepwater and
high-specification jackup drilling opportunities in both
established and emerging regions worldwide.
Additional Information and Where to Find It
In connection with the proposed transactions (the "Business
Combination") contemplated by the Business Combination Agreement,
dated as of November 10, 2021, by and
among Noble, Noble Finco Limited ("Topco"), Noble Newco Sub Limited
and The Drilling Company of 1972 A/S ("Maersk Drilling"), Topco has
filed a Registration Statement on Form S-4 (which Registration
Statement was declared effective on April
11, 2022) with the U.S. Securities and Exchange Commission
(the "SEC") that includes a proxy statement of Noble that also
constitutes a prospectus for Topco and an offering prospectus of
Topco to be used in connection with Topco's offer to exchange
shares in Maersk Drilling for Topco shares. Noble mailed the
proxy statement/prospectus to its shareholders in connection with
the vote to approve the merger of Noble with a wholly-owned
subsidiary of Topco, and Topco will distribute the offering
prospectus in connection with the exchange offer. Should
Maersk Drilling and Noble proceed with the proposed Business
Combination, Maersk Drilling and Noble also expect that Topco will
file an offer document with the Danish Financial Supervisory
Authority (Finanstilsynet). This communication does not contain all
the information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
proposed Business Combination. INVESTORS AND SHAREHOLDERS ARE URGED
TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND THE OFFERING
DOCUMENT RELATING TO THE PROPOSED BUSINESS COMBINATION IN ITS
ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF TOPCO AND NOBLE
WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT TOPCO, MAERSK DRILLING AND
NOBLE, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.
Investors and shareholders can obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by
Noble and Topco through the website maintained by the SEC at
www.sec.gov. In addition, investors and shareholders can
obtain free copies of the proxy statement/prospectus and other
documents related thereto on Maersk Drilling's website at
www.maerskdrilling.com or on Noble's website at www.noblecorp.com
or by written request to Noble at Noble Corporation, Attn:
Richard B. Barker, 13135 Dairy
Ashford, Suite 800, Sugar Land,
Texas 77478.
Participants in the Solicitation
Maersk Drilling, Noble and their respective directors, executive
officers and certain employees may be deemed to be participants in
the solicitation of proxies from the shareholders of Maersk
Drilling and Noble, respectively in connection with the proposed
Business Combination. Shareholders may obtain information regarding
the names, affiliations and interests of Noble's directors and
officers in Noble's Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, which was
filed with the SEC on February 17,
2022, and Items 10 through 14 of Part III of Amendment No. 1
thereto on Form 10-K/A, which was filed with the SEC on
March 11, 2022. To the extent the
holdings of Noble's securities by Noble's directors and executive
officers have changed since the amounts set forth in such annual
report, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Information
regarding the names, affiliations and interests of Maersk
Drilling's directors and officers is contained in Maersk Drilling's
Annual Report for the fiscal year ended December 31, 2021 and can be obtained free of
charge from the sources indicated above. Additional information
regarding the interests of such individuals in the proposed
Business Combination are included in the proxy statement/prospectus
filed with the SEC. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed Business Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction, in
each case in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act and applicable
European or UK, as appropriate, regulations. Subject to certain
exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made directly
or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.
Forward-looking Statements
This communication includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. All statements other than statements of
historical facts included in this communication, including those
regarding future guidance, including Adjusted Revenue, Adjusted
EBITDA, Adjusted EBITDA run-rate, and capital expenditures, free
cash flow, rig demand, the offshore drilling market, oil prices,
contract backlog, fleet status, our future financial position,
business strategy, liquidity, future capital expenditures, contract
commitments, dayrates, contract commencements, extension or
renewals, contract tenders, plans and objectives of management for
future operations, industry conditions, impact of competition,
worldwide economic conditions, the benefits of the Business
Combination, the anticipated timing of the Business Combination,
the divestment of drilling rigs in connection with the CMA's review
of the transaction, the rigs to be included in such divestment, and
the parties' ability to obtain the necessary merger control
clearances to complete the transaction and timing, benefits or
results of acquisitions or dispositions are forward-looking
statements. When used in this communication, the words
"anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "project," "should," "shall" and "will" and
similar expressions are intended to be among the statements that
identify forward-looking statements. Although we believe that
the expectations reflected in such forward-looking statements are
reasonable, we cannot assure you that such expectations will prove
to be correct. These forward-looking statements speak only as
of the date of this communication and we undertake no obligation to
revise or update any forward-looking statement for any reason,
except as required by law. We have identified factors,
including, but not limited to, the business combination with Maersk
Drilling (including but not limited to the risk that the business
combination may not be completed in a timely manner or at all, the
failure to satisfy the conditions to the consummation of the
business combination, the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, the effect of the announcement or
pendency of the business combination on Noble's business
relationships, performance and business generally, the risk that
the proposed business combination disrupts current plans and
potential difficulties in employee retention as a result of the
proposed business combination, the outcome of any legal proceedings
that may be instituted against related to the proposed business
combination, requirements, conditions or costs that may be imposed
in connection with obtaining regulatory approvals of the business
combination, the ability to implement business plans, forecasts,
and other expectations (including with respect to synergies and
financial and operational metrics, such as EBITDA and free cash
flow) after the completion of the proposed business combination,
and to identify and realize additional opportunities, the failure
to realize anticipated benefits of the proposed business
combination, the potential impact of announcement or consummation
of the proposed business combination on relationships with third
parties, and risks associated with assumptions that parties make in
connection with the parties' critical accounting estimates and
other judgments), the effects of public health threats, such as the
ongoing outbreak of COVID-19, and the adverse impact thereof on our
business, financial condition and results of operations (including
but not limited to our operating costs, supply chain, availability
of labor, logistical capabilities, customer demand for our services
and industry demand generally, our liquidity, the price of our
securities, our ability to access capital markets, and the global
economy and financial markets generally), the effects of actions
by, or disputes among OPEC+ members with respect to production
levels or other matters related to the price of oil, market
conditions, factors affecting the level of activity in the oil and
gas industry, supply and demand of drilling rigs, factors affecting
our drilling contracts, including duration, downtime, dayrates,
operating hazards and delays, risks associated with operations
outside the US, actions by regulatory authorities, credit rating
agencies, customers, joint venture partners, contractors, lenders
and other third parties, legislation and regulations affecting
drilling operations, compliance with regulatory requirements,
violations of anti-corruption laws, shipyard risk and timing,
delays in mobilization of rigs, hurricanes and other weather
conditions, and the future price of oil and gas, that could cause
actual plans or results to differ materially from those included in
any forward-looking statements. These factors include those "Risk
Factors" referenced or described in the Company's most recent Form
10-K, Form 10-Q's, and other filings with the SEC. We cannot
control such risk factors and other uncertainties, and in many
cases, we cannot predict the risks and uncertainties that could
cause our actual results to differ materially from those indicated
by the forward-looking statements. You should consider these
risks and uncertainties when you are evaluating us.
NOBLE CORPORATION
AND SUBSIDIARIES
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(In thousands,
except per share amounts)
|
(Unaudited)
|
|
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
|
Three months ended
|
|
through
|
|
|
through
|
|
|
March 31, 2022
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Operating revenues
|
|
|
|
|
|
|
|
Contract drilling services
|
|
$
195,035
|
|
$
84,629
|
|
|
$
74,051
|
Reimbursables and other
|
|
15,195
|
|
7,804
|
|
|
3,430
|
|
|
210,230
|
|
92,433
|
|
|
77,481
|
Operating costs and expenses
|
|
|
|
|
|
|
|
Contract drilling services
|
|
166,083
|
|
79,589
|
|
|
46,965
|
Reimbursables
|
|
13,478
|
|
7,044
|
|
|
2,737
|
Depreciation and amortization
|
|
25,605
|
|
14,244
|
|
|
20,622
|
General and administrative
|
|
17,524
|
|
7,927
|
|
|
5,727
|
Merger and integration costs
|
|
9,521
|
|
2,013
|
|
|
—
|
Gain on sale of operating assets, net
|
|
(4,562)
|
|
—
|
|
|
—
|
Hurricane losses and (recoveries), net
|
|
17,212
|
|
—
|
|
|
—
|
|
|
244,861
|
|
110,817
|
|
|
76,051
|
Operating income (loss)
|
|
(34,631)
|
|
(18,384)
|
|
|
1,430
|
Other income (expense)
|
|
|
|
|
|
|
|
Interest expense, net of amounts capitalized
|
|
(7,680)
|
|
(6,895)
|
|
|
(229)
|
Interest income and other, net
|
|
450
|
|
8
|
|
|
399
|
Reorganization items, net
|
|
—
|
|
—
|
|
|
252,051
|
Income (loss) before income
taxes
|
|
(41,861)
|
|
(25,271)
|
|
|
253,651
|
Income tax benefit (provision)
|
|
5,205
|
|
7,047
|
|
|
(3,423)
|
Net income (loss)
|
|
$
(36,656)
|
|
$
(18,224)
|
|
|
$
250,228
|
Per share data
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
(0.54)
|
|
$
(0.36)
|
|
|
$
1.00
|
Diluted:
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
(0.54)
|
|
$
(0.36)
|
|
|
$
0.98
|
NOBLE CORPORATION
AND SUBSIDIARIES
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(In
thousands)
|
(Unaudited)
|
|
|
|
Successor
|
|
|
March 31, 2022
|
|
December 31, 2021
|
ASSETS
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash equivalents
|
|
$
105,167
|
|
$
194,138
|
Accounts receivable, net
|
|
247,496
|
|
200,419
|
Prepaid expenses and other current assets
|
|
65,297
|
|
61,089
|
Total current
assets
|
|
417,960
|
|
455,646
|
Intangible
assets
|
|
47,750
|
|
61,849
|
Property and equipment,
at cost
|
|
1,593,341
|
|
1,555,975
|
Accumulated depreciation
|
|
(101,726)
|
|
(77,275)
|
Property and equipment,
net
|
|
1,491,615
|
|
1,478,700
|
Other assets
|
|
76,118
|
|
77,247
|
Total
assets
|
|
$
2,033,443
|
|
$
2,073,442
|
LIABILITIES AND EQUITY
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accounts payable
|
|
$
122,243
|
|
$
120,389
|
Accrued payroll and related costs
|
|
35,564
|
|
48,346
|
Other current liabilities
|
|
76,279
|
|
79,659
|
Total current
liabilities
|
|
234,086
|
|
248,394
|
Long-term
debt
|
|
216,000
|
|
216,000
|
Other
liabilities
|
|
117,823
|
|
108,421
|
Total
liabilities
|
|
567,909
|
|
572,815
|
Commitments and contingencies
|
|
|
|
|
Total shareholders'
equity
|
|
1,465,534
|
|
1,500,627
|
Total liabilities and
equity
|
|
$
2,033,443
|
|
$
2,073,442
|
NOBLE CORPORATION
AND SUBSIDIARIES
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(In
thousands)
|
(Unaudited)
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
Three month ended
|
|
through
|
|
|
through
|
|
March 31, 2022
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Cash flows from operating
activities
|
|
|
|
|
|
|
Net
income (loss)
|
$
(36,656)
|
|
$
(18,224)
|
|
|
$
250,228
|
Adjustments to reconcile net income (loss) to net cash flow
from operating activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
25,605
|
|
14,244
|
|
|
20,622
|
Amortization of intangible
asset
|
14,099
|
|
8,459
|
|
|
—
|
Gain on sale of operating
assets, net
|
(6,767)
|
|
—
|
|
|
—
|
Reorganization items,
net
|
—
|
|
—
|
|
|
(280,790)
|
Changes in components of working capital
|
|
|
|
|
|
|
Change in taxes
receivable
|
(1,820)
|
|
1,069
|
|
|
(1,789)
|
Net changes in other operating
assets and liabilities
|
(46,274)
|
|
12,636
|
|
|
(33,719)
|
Net cash provided by
(used in) operating activities
|
(51,813)
|
|
18,184
|
|
|
(45,448)
|
Cash flows from investing
activities
|
|
|
|
|
|
|
Capital expenditures
|
(47,045)
|
|
(15,332)
|
|
|
(14,629)
|
Proceeds from disposal of assets, net
|
14,247
|
|
231
|
|
|
194
|
Net cash used in
investing activities
|
(32,798)
|
|
(15,101)
|
|
|
(14,435)
|
Cash flows from financing
activities
|
|
|
|
|
|
|
Issuance of second lien notes
|
—
|
|
—
|
|
|
200,000
|
Borrowings on credit facilities
|
—
|
|
—
|
|
|
177,500
|
Repayments of credit facilities
|
—
|
|
—
|
|
|
(545,000)
|
Debt issuance costs
|
—
|
|
—
|
|
|
(23,664)
|
Warrants exercised
|
118
|
|
—
|
|
|
—
|
Taxes withheld on employee stock transactions
|
(4,926)
|
|
—
|
|
|
(1)
|
Net cash used in
financing activities
|
(4,808)
|
|
—
|
|
|
(191,165)
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
(89,419)
|
|
3,083
|
|
|
(251,048)
|
Cash, cash equivalents and restricted cash, beginning
of period
|
196,722
|
|
113,993
|
|
|
365,041
|
Cash, cash equivalents and restricted cash, end of
period
|
$
107,303
|
|
$
117,076
|
|
|
$
113,993
|
NOBLE CORPORATION
AND SUBSIDIARIES
|
OPERATIONAL
INFORMATION
|
(Unaudited)
|
|
|
Average Rig Utilization
|
|
|
|
|
|
|
|
|
Predecessor
|
|
Successor
|
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
Three Months Ended
|
|
Three Months Ended
|
|
through
|
|
|
through
|
|
March 31, 2022
|
|
December 31, 2021
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Floaters
|
71 %
|
|
68 %
|
|
83 %
|
|
|
86 %
|
Jackups
|
63 %
|
|
71 %
|
|
53 %
|
|
|
58 %
|
Total
|
68 %
|
|
70 %
|
|
64 %
|
|
|
68 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Days
|
|
|
|
|
|
|
|
|
Predecessor
|
|
Successor
|
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
Three Months Ended
|
|
Three Months Ended
|
|
through
|
|
|
through
|
|
March 31, 2022
|
|
December 31, 2021
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Floaters
|
729
|
|
751
|
|
314
|
|
|
216
|
Jackups
|
450
|
|
622
|
|
342
|
|
|
252
|
Total
|
1,179
|
|
1,373
|
|
656
|
|
|
468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Dayrates
|
|
|
|
|
|
|
|
|
Predecessor
|
|
Successor
|
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
Three Months Ended
|
|
Three Months Ended
|
|
through
|
|
|
through
|
|
March 31, 2022
|
|
December 31, 2021
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Floaters
|
$
213,194
|
|
$
195,812
|
|
$
205,242
|
|
|
$
231,745
|
Jackups
|
119,606
|
|
96,087
|
|
83,472
|
|
|
95,212
|
Total
|
$
177,458
|
|
$
150,620
|
|
$
141,752
|
|
|
$
158,228
|
NOBLE CORPORATION
AND SUBSIDIARIES
|
CALCULATION OF BASIC
AND DILUTED NET INCOME/(LOSS) PER SHARE
|
(In thousands,
except per share amounts)
|
(Unaudited)
|
|
The following tables
presents the computation of basic and diluted income (loss) per
share:
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
Three Months
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
|
Ended
|
|
through
|
|
|
through
|
|
|
March 31, 2022
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Numerator:
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
(36,656)
|
|
$
(18,224)
|
|
|
$
250,228
|
Diluted
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
(36,656)
|
|
$
(18,224)
|
|
|
$
250,228
|
Denominator:
|
|
|
|
|
|
|
|
Weighted average shares
outstanding - basic
|
|
67,643
|
|
50,000
|
|
|
251,115
|
Dilutive effect of share-based awards
|
|
—
|
|
—
|
|
|
5,456
|
Weighted average shares
outstanding - diluted
|
|
67,643
|
|
50,000
|
|
|
256,571
|
|
|
|
|
|
|
|
|
Per share data
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
(0.54)
|
|
$
(0.36)
|
|
|
$
1.00
|
Diluted:
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
(0.54)
|
|
$
(0.36)
|
|
|
$
0.98
|
NOBLE CORPORATION AND
SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
Certain non-GAAP performance measures and corresponding
reconciliations to GAAP financial measures for the Company have
been provided for meaningful comparisons between current results
and prior operating periods. Generally, a non-GAAP financial
measure is a numerical measure of a company's performance,
financial position, or cash flows that excludes or includes amounts
that are not normally included or excluded in the most directly
comparable measure calculated and presented in accordance with
generally accepted accounting principles. The Company defines
"Adjusted EBITDA" as net loss from continuing operations before
income taxes; interest income and other, net; gain (loss) on
extinguishment of debt, net; interest expense, net of amounts
capitalized; loss on impairment; reorganization items, net; certain
corporate projects and legal matters; certain infrequent
operational events; and depreciation and amortization expense. We
believe that Adjusted EBITDA measure provides greater transparency
of our core operating performance. Adjusted EBITDA run-rate as used
in this press release means the Company's Adjusted EBITDA guidance
for the second, third and fourth quarters of 2022, annualized for
three quarters.
In order to fully assess the financial operating results,
management believes that the results of operations, adjusted to
exclude the following items, which are included in the Company's
press release issued on May 2, 2022, are appropriate measures
of the continuing and normal operations of the Company:
(i)
|
In the period of
January 1, 2021 to February 5, 2021, discrete tax items and
reorganization items. In the period of February 6, 2021 to March
31, 2021, merger and integration costs, intangible contract
amortization and discrete tax items;
|
(ii)
|
In the fourth quarter
of 2021, merger and integration costs; gain on sale of operating
assets, net; hurricane losses and (recoveries), net; intangible
contract amortization; an adjustment to the gain on bargain
purchase and discrete tax items. The quarter also included
professional services costs related to corporate initiatives;
and
|
(iii)
|
In the first quarter of
2022, merger and integration costs; gain on sale of operating
assets, net; hurricane losses and (recoveries), net; intangible
contract amortization and discrete tax items. The quarter also
included professional services costs related to corporate
initiatives.
|
These non-GAAP adjusted measures should be considered in
addition to, and not as a substitute for, or superior to, contract
drilling revenue, contract drilling cost, contract drilling margin,
average daily revenue, operating income, cash flows from
operations, or other measures of financial performance prepared in
accordance with GAAP. Please see the following non-GAAP Financial
Measures and Reconciliations for a complete description of the
adjustments.
NOBLE CORPORATION
AND SUBSIDIARIES
|
NON-GAAP MEASURES
|
(In thousands,
except per share amounts)
|
(Unaudited)
|
|
|
Reconciliation of Adjusted
EBITDA
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
Three Months
|
|
Three Months
|
February 6, 2021
|
|
|
January 1, 2021
|
|
|
Ended
|
|
Ended
|
through
|
|
|
through
|
|
|
March 31, 2022
|
|
December 31, 2021
|
March 31, 2021
|
|
|
February 5, 2021
|
Income (loss) before
income taxes
|
|
$
(41,861)
|
|
$
130,432
|
$
(25,271)
|
|
|
$
253,651
|
Interest expense, net
of amounts capitalized
|
|
7,680
|
|
8,107
|
6,895
|
|
|
229
|
Interest income and
other, net
|
|
(450)
|
|
(3,455)
|
(8)
|
|
|
(399)
|
Depreciation and
amortization
|
|
25,605
|
|
24,704
|
14,244
|
|
|
20,622
|
Intangible contract
amortization
|
|
14,099
|
|
14,413
|
8,459
|
|
|
—
|
Professional services -
corporate projects
|
|
135
|
|
711
|
—
|
|
|
—
|
Merger and integration
costs
|
|
9,521
|
|
11,006
|
2,013
|
|
|
—
|
Gain on sale of
operating assets, net
|
|
(4,562)
|
|
(189,080)
|
—
|
|
|
|
Hurricane losses and
(recoveries), net
|
|
17,212
|
|
12,909
|
—
|
|
|
|
Gain on bargain
purchase
|
|
—
|
|
2,174
|
—
|
|
|
—
|
Reorganization items,
net
|
|
—
|
|
—
|
—
|
|
|
(252,051)
|
Adjusted EBITDA
|
|
$
27,379
|
|
$
11,921
|
$
6,332
|
|
|
$
22,052
|
Reconciliation of Income Tax Benefit
(Provision)
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
through
|
|
|
March 31, 2022
|
|
December 31, 2021
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Income tax benefit
(provision)
|
|
$
5,205
|
|
$
(6,996)
|
|
$
7,047
|
|
|
$
(3,423)
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
Intangible contract amortization
|
|
(2,961)
|
|
(3,027)
|
|
(1,776)
|
|
|
—
|
Gain on sale of operating assets, net
|
|
866
|
|
—
|
|
—
|
|
|
—
|
Reorganization items, net
|
|
—
|
|
—
|
|
—
|
|
|
2,500
|
Discrete tax items
|
|
(5,881)
|
|
(1,150)
|
|
(10,829)
|
|
|
(1,692)
|
Total
Adjustments
|
|
(7,976)
|
|
(4,177)
|
|
(12,605)
|
|
|
808
|
Adjusted income tax
benefit (provision)
|
|
$
(2,771)
|
|
$
(11,173)
|
|
$
(5,558)
|
|
|
$
(2,615)
|
NOBLE CORPORATION
AND SUBSIDIARIES
|
NON-GAAP RECONCILIATION
|
(In thousands,
except per share amounts)
|
(Unaudited)
|
|
Reconciliation of Net Income
(Loss)
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
through
|
|
|
March 31, 2022
|
|
December 31, 2021
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Net income
(loss)
|
|
$
(36,656)
|
|
$
123,436
|
|
$
(18,224)
|
|
|
$
250,228
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
Intangible contract amortization, net of tax
|
|
11,138
|
|
11,386
|
|
6,683
|
|
|
—
|
Professional services - corporate projects
|
|
135
|
|
711
|
|
—
|
|
|
—
|
Merger and integration costs
|
|
9,521
|
|
11,006
|
|
2,013
|
|
|
—
|
Gain on sale of operating assets, net
|
|
(3,696)
|
|
(189,080)
|
|
—
|
|
|
—
|
Hurricane losses and (recoveries), net
|
|
17,212
|
|
12,909
|
|
—
|
|
|
—
|
Gain on bargain purchase
|
|
—
|
|
2,174
|
|
—
|
|
|
—
|
Reorganization items, net
|
|
—
|
|
—
|
|
—
|
|
|
(249,551)
|
Discrete tax items
|
|
(5,881)
|
|
(1,150)
|
|
(10,829)
|
|
|
(1,692)
|
Total
Adjustments
|
|
28,429
|
|
(152,044)
|
|
(2,133)
|
|
|
(251,243)
|
Adjusted net income
(loss)
|
|
$
(8,227)
|
|
$
(28,608)
|
|
$
(20,357)
|
|
|
$
(1,015)
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Diluted EPS
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
|
Period from
|
|
|
Period from
|
|
|
|
|
|
|
February 6, 2021
|
|
|
January 1, 2021
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
|
through
|
|
|
March 31, 2022
|
|
December 31, 2021
|
|
March 31, 2021
|
|
|
February 5, 2021
|
Unadjusted diluted
EPS
|
|
$
(0.54)
|
|
$
1.70
|
|
$
(0.36)
|
|
|
$
0.98
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
Intangible contract amortization
|
|
0.17
|
|
0.16
|
|
0.13
|
|
|
—
|
Professional services - corporate projects
|
|
—
|
|
0.01
|
|
—
|
|
|
—
|
Merger and integration costs
|
|
0.14
|
|
0.15
|
|
0.04
|
|
|
—
|
Gain on sale of operating assets, net
|
|
(0.06)
|
|
(2.60)
|
|
—
|
|
|
—
|
Hurricane losses and (recoveries), net
|
|
0.25
|
|
0.18
|
|
—
|
|
|
—
|
Gain on bargain purchase
|
|
—
|
|
0.03
|
|
—
|
|
|
—
|
Reorganization items, net
|
|
—
|
|
—
|
|
—
|
|
|
(0.98)
|
Discrete tax items
|
|
(0.08)
|
|
(0.02)
|
|
(0.22)
|
|
|
—
|
Total
Adjustments
|
|
0.42
|
|
(2.09)
|
|
(0.05)
|
|
|
(0.98)
|
Adjusted diluted
EPS
|
|
$
(0.12)
|
|
$
(0.39)
|
|
$
(0.41)
|
|
|
$
—
|
NOBLE CORPORATION AND
SUBSIDIARIES
2022 GUIDANCE
(Unaudited)
Guidance is as of May 2, 2022.
Noble's guidance is provided on a guidance basis, which is a
non-GAAP financial measure. Management evaluates Noble's financial
performance in part based on guidance basis, which management
believes enhances investors' understanding of Noble's overall
financial performance by providing them with an additional
meaningful and relevant comparison of current and anticipated
future results across periods. The adjustments to arrive at
guidance basis are described below. Due to the forward-looking
nature of Adjusted EBITDA, Adjusted Revenue and Adjusted EBITDA
run-rate, management cannot reliably predict certain of the
necessary components of the most directly comparable
forward-looking GAAP measure. Accordingly, the company is unable to
present a quantitative reconciliation of such forward-looking
non-GAAP financial measure to the most directly comparable
forward-looking GAAP financial measure without unreasonable
effort.
The Company provided updated guidance for full year 2022:
($ in millions)
|
|
2022
Guidance
|
Adjusted Revenue
(1)
|
|
$1,130 -
$1,180
|
Adjusted EBITDA
(1,2)
|
|
$320 -
$350
|
Capital Expenditures,
net of client reimbursables (3)
|
|
$145 -
$160
|
|
|
(1)
|
Adjusted to exclude
recognition of the non-cash intangible contract asset amortization
of ~$44 million in 2022. Without this adjustment, the Revenue
guidance range for 2022 would be $1,086 million - $1,136
million.
|
(2)
|
The Company discloses
Adjusted EBITDA (Operating income/loss excluding Depreciation and
amortization and, when applicable, Other Items). Other Items during
the guidance period include amortization of intangible contract
assets, professional services - corporate services, net gain on
sale of operating assets, net hurricane losses, and merger and
integration costs.
|
(3)
|
Capital Expenditures
are adjusted to exclude approximately $25 million of capital which
is anticipated to be reimbursed by our customers. Before
these adjustments, total capital expenditures for 2022 are expected
to range between $170 million and $185 million.
|
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multimedia:https://www.prnewswire.com/news-releases/noble-corporation-reports-first-quarter-2022-results-301537811.html
SOURCE Noble Corporation