- Business combination with Maersk Drilling anticipated to
close October 3, 2022
- Q2 Total Revenue of $275
million, an increase of 31% quarter-over-quarter
- Q2 Net Income of $37 million
and Adjusted EBITDA of $84
million
- Q2 Cash Flow from Operations of $88
million and Free Cash Flow of $56
million
SUGAR
LAND, Texas, Aug. 8, 2022
/PRNewswire/ -- Noble Corporation (NYSE: NE, "Noble", or the
"Company") today reported second quarter 2022 results.
|
Successor
|
|
Three Months
Ended
|
(stated in millions, except per share
amounts)
|
June 30,
2022
|
|
June 30,
2021
|
|
March 31,
2022
|
Total
Revenue
|
$
275
|
|
$
219
|
|
$
210
|
Contract Drilling
Services Revenue
|
262
|
|
200
|
|
195
|
Net Income
(Loss)
|
37
|
|
20
|
|
(37)
|
Adjusted
EBITDA*
|
84
|
|
10
|
|
27
|
Adjusted Net Income
(Loss)*
|
33
|
|
(25)
|
|
(8)
|
Diluted Earnings (Loss)
Per Share
|
0.45
|
|
0.30
|
|
(0.54)
|
Adjusted Diluted
Earnings (Loss) Per Share*
|
0.40
|
|
(0.37)
|
|
(0.12)
|
|
|
|
|
|
|
* 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, "The second
quarter marks an important inflection in Noble's financial results.
As signaled previously, we expect to produce meaningful step-ups in
earnings as we move through 2022, and we delivered on the first
step-up during this quarter. Our second quarter results, which are
underpinned by strong operational performance, highlight the
ability of the Noble platform to deliver long-term value for our
shareholders. As our organization prepares to complete the business
combination with Maersk Drilling, we remain focused on providing
world class service to our customers and operating safely every
day."
Second Quarter Results
Contract drilling services revenue for the second quarter of
2022 totaled $262 million compared to
$195 million in the first quarter.
Marketed fleet utilization was 85 percent in the three months ended
June 30, 2022 compared to 75 percent
in the previous quarter. Contract drilling services costs for
the second quarter were $178 million,
up from $166 million in the first
quarter of 2022.
Adjusted EBITDA for the three months ended June 30, 2022 was $84
million compared to $27
million in the first quarter of 2022. Capital expenditures
totaled $31 million in the second
quarter.
Net cash provided by operating activities for the three months
ended June 30, 2022 was $88 million and free cash flow was $56 million for the same period.
Operating Highlights and Backlog
Noble's marketed floater fleet was 100% contracted in the second
quarter. The Noble Faye Kozack was awarded a one-well
contract with LLOG for work in the U.S. Gulf of Mexico at a rate of $420,000 per day. The contract includes managed
pressure drilling services and is expected to commence in late 2022
or early 2023. In Suriname, APA Corp executed its second option for
the Noble Gerry de Souza and is expected to novate the rig
to TotalEnergies for one well. The Noble Globetrotter I
recently concluded with Shell and demobilized to complete routine
maintenance following that 10-year contract. Following its brief
out-of-service period, the rig is scheduled to mobilize to
Mexico during the third quarter to
commence work for CNOOC and Petronas. Additionally, during the
second quarter the four drillships under the Commercial Enabling
Agreement were awarded 7.4 years of incremental term in connection
with the sanctioning of the Yellowtail development in Guyana.
In the second quarter, the Noble Regina Allen commenced
operations in Guyana for Repsol
and, after completion of its current program, is scheduled to
return to Trinidad and Tobago to
drill six firm wells with a different operator. In the U.K.
North Sea, the Noble Sam
Hartley is preparing to commence its program for
TotalEnergies. Additionally, the Noble Houston Colbert mobilized to the
Middle East and is now preparing
for its 3.5-year campaign in Qatar.
Noble's estimated revenue backlog was approximately $2.1 billion as of June
30, 2022. This excludes the 3.5 year firm term contracts for
both the Noble Mick O'Brien and Noble Houston Colbert, which were signed
after the quarter end.
Maersk Drilling Business Combination Update
The Danish public tender exchange offer process in connection
with Noble's business combination with The Drilling Company of 1972
A/S ("Maersk Drilling") has now commenced. The tender exchange
offer period for outstanding Maersk Drilling shares is set for
August 10 to September 8, 2022.
As previously announced, the Company has entered into an asset
purchase agreement to sell five jackup rigs for $375 million to a newly formed subsidiary
("Buyer") of Shelf Drilling, Ltd. to address the potential concerns
identified by the UK Competition and Markets Authority ("CMA") in
the Phase I review of the proposed business combination with Maersk
Drilling. The rigs are the Noble Hans Deul,
Noble Sam Hartley,
Noble Sam Turner,
Noble Houston Colbert, and
Noble Lloyd Noble.
Publication of the CMA's final decision on the divestment's
adequacy in addressing their competition concerns is scheduled for
September 1, 2022. If the Buyer and
related sale agreement are accepted by the CMA, closing of the
Business Combination is expected to occur on October 3, 2022, with the jackup divestment sale
expected to close promptly thereafter.
Outlook
Noble's guidance for full year 2022 remains unchanged from what
was previously provided on May 2,
2022.
Commenting on Noble's outlook for the second half of 2022, Mr.
Eifler stated, "Demand for offshore drilling is increasing in all
our key operating regions, and we expect this positive momentum to
continue despite global economic concerns. Tender activity remains
at attractive levels and our customers have a robust pipeline of
opportunities for our rigs. We look forward to completing the
business combination with Maersk Drilling in early October and
creating a dynamic leader in offshore drilling. I'm confident in
Noble's ability to deliver on the key transaction rationale, which
include enhancing the customer experience and executing on our
commitment to return capital to shareholders."
Fleet Status Report
In conjunction with second 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 second quarter
2022 results on Tuesday, August 9,
2022, at 8:00 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. Noble performs, through its subsidiaries, contract
drilling services with a fleet of offshore drilling units focused
largely on ultra-deepwater and high specification jackup drilling
opportunities in both established and emerging regions worldwide.
Additional information on Noble is available at
www.noblecorp.com.
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 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 distributed the offering prospectus in
connection with the exchange offer. Topco also filed 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.
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, the offshore drilling market and
momentum, contract commitments, commencements, novations,
extensions or renewals, contract tenders, plans and objectives of
management for future operations, rig mobilizations and scheduling,
industry conditions, worldwide economic conditions, the anticipated
timings associated with the Business Combination and the Danish
tender exchange offer, the divestment of drilling rigs in
connection with the CMA's review of the transaction, and 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," "prepare," "project," "schedule," "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
|
|
|
Three Months Ended
June 30,
|
|
|
2022
|
|
2021
|
Operating
revenues
|
|
|
|
|
Contract drilling
services
|
|
$
262,463
|
|
$
199,897
|
Reimbursables and
other
|
|
12,690
|
|
19,446
|
|
|
275,153
|
|
219,343
|
Operating costs and
expenses
|
|
|
|
|
Contract drilling
services
|
|
178,145
|
|
188,712
|
Reimbursables
|
|
10,333
|
|
18,071
|
Depreciation and
amortization
|
|
26,636
|
|
25,339
|
General and
administrative
|
|
16,687
|
|
25,030
|
Merger and integration
costs
|
|
9,057
|
|
6,740
|
(Gain) loss on sale of
operating assets, net
|
|
1,103
|
|
—
|
Hurricane losses and
(recoveries), net
|
|
(14,407)
|
|
—
|
|
|
227,554
|
|
263,892
|
Operating income
(loss)
|
|
47,599
|
|
(44,549)
|
Other income
(expense)
|
|
|
|
|
Interest expense, net
of amounts capitalized
|
|
(7,715)
|
|
(7,863)
|
Gain on bargain
purchase
|
|
—
|
|
64,479
|
Interest income and
other, net
|
|
1,081
|
|
6,509
|
Income before income
taxes
|
|
40,965
|
|
18,576
|
Income tax (provision)
benefit
|
|
(3,908)
|
|
1,859
|
Net
income
|
|
$
37,057
|
|
$
20,435
|
Per share
data
|
|
|
|
|
Basic:
|
|
|
|
|
Net income
|
|
$
0.53
|
|
$
0.32
|
|
|
|
|
|
Diluted:
|
|
|
|
|
Net income
|
|
$
0.45
|
|
$
0.30
|
NOBLE CORPORATION
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
(In thousands,
except per share amounts)
(Unaudited)
|
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
Period
from
|
|
|
Period
from
|
|
|
|
|
February 6,
2021
|
|
|
January 1,
2021
|
|
|
Six Months
Ended
|
|
through
|
|
|
through
|
|
|
June 30,
2022
|
|
June 30,
2021
|
|
|
February 5,
2021
|
Operating
revenues
|
|
|
|
|
|
|
|
Contract drilling
services
|
|
$
457,498
|
|
$
284,526
|
|
|
$
74,051
|
Reimbursables and
other
|
|
27,885
|
|
27,250
|
|
|
3,430
|
|
|
485,383
|
|
311,776
|
|
|
77,481
|
Operating costs and
expenses
|
|
|
|
|
|
|
|
Contract drilling
services
|
|
344,228
|
|
268,301
|
|
|
46,965
|
Reimbursables
|
|
23,811
|
|
25,115
|
|
|
2,737
|
Depreciation and
amortization
|
|
52,241
|
|
39,583
|
|
|
20,622
|
General and
administrative
|
|
34,211
|
|
32,957
|
|
|
5,727
|
Merger and integration
costs
|
|
18,578
|
|
8,753
|
|
|
—
|
(Gain) loss on sale of
operating assets, net
|
|
(3,459)
|
|
—
|
|
|
—
|
Hurricane losses and
(recoveries), net
|
|
2,805
|
|
—
|
|
|
—
|
|
|
472,415
|
|
374,709
|
|
|
76,051
|
Operating income
(loss)
|
|
12,968
|
|
(62,933)
|
|
|
1,430
|
Other income
(expense)
|
|
|
|
|
|
|
|
Interest expense, net
of amounts capitalized
|
|
(15,395)
|
|
(14,758)
|
|
|
(229)
|
Gain on bargain
purchase
|
|
—
|
|
64,479
|
|
|
—
|
Interest income and
other, net
|
|
1,531
|
|
6,517
|
|
|
399
|
Reorganization items,
net
|
|
—
|
|
—
|
|
|
252,051
|
Income (loss) before
income taxes
|
|
(896)
|
|
(6,695)
|
|
|
253,651
|
Income tax benefit
(provision)
|
|
1,297
|
|
8,906
|
|
|
(3,423)
|
Net
income
|
|
$
401
|
|
$
2,211
|
|
|
$
250,228
|
Per share
data
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net income
|
|
$
0.01
|
|
$
0.04
|
|
|
$
1.00
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
Net income
|
|
$
—
|
|
$
0.04
|
|
|
$
0.98
|
NOBLE CORPORATION
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands)
(Unaudited)
|
|
|
|
Successor
|
|
|
June 30,
2022
|
|
December 31,
2021
|
ASSETS
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash
equivalents
|
|
$
160,175
|
|
$
194,138
|
Accounts receivable,
net
|
|
258,780
|
|
200,419
|
Prepaid expenses and
other current assets
|
|
61,700
|
|
61,089
|
Total current
assets
|
|
480,655
|
|
455,646
|
Intangible
assets
|
|
33,495
|
|
61,849
|
Property and equipment,
at cost
|
|
1,624,636
|
|
1,555,975
|
Accumulated
depreciation
|
|
(128,100)
|
|
(77,275)
|
Property and equipment,
net
|
|
1,496,536
|
|
1,478,700
|
Other assets
|
|
87,260
|
|
77,247
|
Total
assets
|
|
$
2,097,946
|
|
$
2,073,442
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accounts
payable
|
|
$
136,144
|
|
$
120,389
|
Accrued payroll and
related costs
|
|
33,754
|
|
48,346
|
Other current
liabilities
|
|
77,741
|
|
79,659
|
Total current
liabilities
|
|
247,639
|
|
248,394
|
Long-term
debt
|
|
216,000
|
|
216,000
|
Other
liabilities
|
|
125,513
|
|
108,421
|
Total
liabilities
|
|
589,152
|
|
572,815
|
Commitments and
contingencies
|
|
|
|
|
Total shareholders'
equity
|
|
1,508,794
|
|
1,500,627
|
Total liabilities
and equity
|
|
$
2,097,946
|
|
$
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
|
|
Six Months
Ended
|
|
through
|
|
|
through
|
|
June 30,
2022
|
|
June 30,
2021
|
|
|
February 5,
2021
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Net income
|
$
401
|
|
$
2,211
|
|
|
$
250,228
|
Adjustments to
reconcile net income to net cash flow from operating
activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
52,241
|
|
39,583
|
|
|
20,622
|
Amortization of
intangible assets
|
28,354
|
|
22,715
|
|
|
—
|
Gain on bargain
purchase
|
—
|
|
(64,479)
|
|
|
—
|
Reorganization items,
net
|
—
|
|
—
|
|
|
(280,790)
|
Changes in components
of working capital
|
|
|
|
|
|
|
Change in taxes
receivable
|
(345)
|
|
(8,029)
|
|
|
(1,789)
|
Net changes in other
operating assets and liabilities
|
(44,352)
|
|
38,887
|
|
|
(33,719)
|
Net cash provided by
(used in) operating activities
|
36,299
|
|
30,888
|
|
|
(45,448)
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Capital
expenditures
|
(79,525)
|
|
(75,004)
|
|
|
(14,629)
|
Cash acquired in
stock-based business combination
|
—
|
|
54,970
|
|
|
—
|
Proceeds from disposal
of assets, net
|
15,756
|
|
30,960
|
|
|
194
|
Net cash provided by
(used in) investing activities
|
(63,769)
|
|
10,926
|
|
|
(14,435)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Issuance of second
lien notes
|
—
|
|
—
|
|
|
200,000
|
Borrowings on credit
facilities
|
—
|
|
40,000
|
|
|
177,500
|
Repayments of credit
facilities
|
—
|
|
(27,500)
|
|
|
(545,000)
|
Debt issuance
costs
|
—
|
|
—
|
|
|
(23,664)
|
Warrants
exercised
|
440
|
|
271
|
|
|
—
|
Taxes withheld on
employee stock transactions
|
(4,926)
|
|
—
|
|
|
(1)
|
Net cash provided by
(used in) financing activities
|
(4,486)
|
|
12,771
|
|
|
(191,165)
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
(31,956)
|
|
54,585
|
|
|
(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
|
$
164,766
|
|
$
168,578
|
|
|
$
113,993
|
NOBLE CORPORATION
AND SUBSIDIARIES
OPERATIONAL
INFORMATION
(Unaudited)
|
|
|
Average Rig
Utilization
|
|
|
|
|
|
|
|
Successor
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
June 30,
2022
|
|
March 31,
2022
|
|
June 30,
2021
|
Floaters
|
81 %
|
|
71 %
|
|
68 %
|
Jackups
|
68 %
|
|
63 %
|
|
69 %
|
Total
|
76 %
|
|
68 %
|
|
68 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Days
|
|
|
|
|
|
|
|
Successor
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
June 30,
2022
|
|
March 31,
2022
|
|
June 30,
2021
|
Floaters
|
813
|
|
729
|
|
690
|
Jackups
|
495
|
|
450
|
|
752
|
Total
|
1,308
|
|
1,179
|
|
1,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Dayrates
|
|
|
|
|
|
|
|
Successor
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
June 30,
2022
|
|
March 31,
2022
|
|
June 30,
2021
|
Floaters
|
$
266,887
|
|
$
213,194
|
|
$
216,663
|
Jackups
|
120,824
|
|
119,606
|
|
85,938
|
Total
|
$
211,626
|
|
$
177,458
|
|
$
148,509
|
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
|
|
|
|
|
|
|
Six
Months
|
|
February 6,
2021
|
|
|
January 1,
2021
|
|
|
Three Months Ended
June 30,
|
|
Ended
|
|
through
|
|
|
through
|
|
|
2022
|
|
2021
|
|
June 30,
2022
|
|
June 30,
2021
|
|
|
February 5,
2021
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
37,057
|
|
$
20,435
|
|
$
401
|
|
$
2,211
|
|
|
$
250,228
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
37,057
|
|
$
20,435
|
|
$
401
|
|
$
2,211
|
|
|
$
250,228
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding - basic
|
|
69,789
|
|
64,048
|
|
68,722
|
|
58,816
|
|
|
251,115
|
Dilutive effect of
share-based awards
|
|
3,378
|
|
3,114
|
|
3,378
|
|
3,114
|
|
|
5,456
|
Dilutive effect of
warrants
|
|
9,535
|
|
884
|
|
9,185
|
|
169
|
|
|
—
|
Weighted average shares
outstanding - diluted
|
|
82,702
|
|
68,046
|
|
81,285
|
|
62,099
|
|
|
256,571
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share
data
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
0.53
|
|
$
0.32
|
|
$
0.01
|
|
$
0.04
|
|
|
$
1.00
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
0.45
|
|
$
0.30
|
|
$
—
|
|
$
0.04
|
|
|
$
0.98
|
NOBLE CORPORATION AND SUBSIDIARIES
NON-GAAP
MEASURES AND RECONCILIATION
Certain non-GAAP 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
income (loss); 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 the Adjusted EBITDA measure provides greater
transparency of our core operating performance. We prepare Adjusted
Diluted Earnings (Loss) per Share by eliminating from Diluted
Earnings per Share the impact of a number of non-recurring items we
do not consider indicative of our on-going performance. We prepare
Adjusted Net Income (Loss) by eliminating from Net Income (Loss)
the impact of a number of non-recurring items we do not consider
indicative of our on-going performance.
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 August 8,
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 second quarter
of 2021, a gain on bargain purchase, merger and integration costs,
intangible contract amortization and discrete tax items. The
quarter also included professional services costs related to a
success fee associated with the ultimate recovery of a tax refund
and corporate projects including registrations of our
post-emergence debt and equity, listing on the New York Stock
Exchange and other corporate initiatives;
|
(iii)
|
In the first and second
quarter of 2022, merger and integration costs; (gain) loss 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.
|
|
|
For the quarter ended June 30,
2022, the Company disclosed free cash flow as a non-GAAP
liquidity measure. Free cash flow of $56
million was calculated as Net cash provided by operating
activities of $88 million less cash
paid for capital expenditures of $32
million for the quarter ended June
30, 2022.
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
|
|
|
Three Months Ended
June 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
March 31,
2022
|
Net income
(loss)
|
|
$
37,057
|
|
$
20,435
|
|
$
(36,656)
|
Income tax provision
(benefit)
|
|
3,908
|
|
(1,859)
|
|
(5,205)
|
Interest expense, net
of amounts capitalized
|
|
7,715
|
|
7,863
|
|
7,680
|
Interest income and
other, net
|
|
(1,081)
|
|
(6,509)
|
|
(450)
|
Depreciation and
amortization
|
|
26,636
|
|
25,339
|
|
25,605
|
Intangible contract
amortization
|
|
14,256
|
|
14,256
|
|
14,099
|
Professional services -
tax refund success fee
|
|
—
|
|
4,679
|
|
—
|
Professional services -
corporate projects
|
|
145
|
|
3,414
|
|
135
|
Merger and integration
costs
|
|
9,057
|
|
6,740
|
|
9,521
|
(Gain) loss on sale of
operating assets, net
|
|
1,103
|
|
—
|
|
(4,562)
|
Hurricane losses and
(recoveries), net
|
|
(14,407)
|
|
—
|
|
17,212
|
Gain on bargain
purchase
|
|
—
|
|
(64,479)
|
|
—
|
Adjusted
EBITDA
|
|
$
84,389
|
|
$
9,879
|
|
$
27,379
|
Reconciliation of
Income Tax (Provision) benefit
|
|
Successor
|
|
|
Three Months Ended
June 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
March 31,
2022
|
Income tax (provision)
benefit
|
|
$
(3,908)
|
|
$
1,859
|
|
$
5,205
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Intangible contract
amortization
|
|
(2,994)
|
|
(2,994)
|
|
(2,961)
|
Gain on sale of
operating assets, net
|
|
—
|
|
—
|
|
866
|
Hurricane losses and
(recoveries), net
|
|
(164)
|
|
—
|
|
—
|
Discrete tax
items
|
|
(11,105)
|
|
(6,954)
|
|
(5,881)
|
Total
Adjustments
|
|
(14,263)
|
|
(9,948)
|
|
(7,976)
|
Adjusted income tax
provision
|
|
$
(18,171)
|
|
$
(8,089)
|
|
$
(2,771)
|
NOBLE CORPORATION
AND SUBSIDIARIES
NON-GAAP
RECONCILIATION
(In thousands,
except per share amounts)
(Unaudited)
|
|
Reconciliation of
Net Income (Loss)
|
|
Successor
|
|
|
Three Months Ended
June 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
March 31,
2022
|
Net income
(loss)
|
|
$
37,057
|
|
$
20,435
|
|
$
(36,656)
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Intangible contract
amortization, net of tax
|
|
11,262
|
|
11,262
|
|
11,138
|
Professional services
- tax refund success fee
|
|
—
|
|
4,679
|
|
—
|
Professional services
- corporate projects
|
|
145
|
|
3,414
|
|
135
|
Merger and integration
costs
|
|
9,057
|
|
6,740
|
|
9,521
|
(Gain) loss on sale of
operating assets, net
|
|
1,103
|
|
—
|
|
(3,696)
|
Hurricane losses and
(recoveries), net
|
|
(14,571)
|
|
—
|
|
17,212
|
Gain on bargain
purchase
|
|
—
|
|
(64,479)
|
|
—
|
Discrete tax
items
|
|
(11,105)
|
|
(6,954)
|
|
(5,881)
|
Total
Adjustments
|
|
(4,109)
|
|
(45,338)
|
|
28,429
|
Adjusted net income
(loss)
|
|
$
32,948
|
|
$
(24,903)
|
|
$
(8,227)
|
|
|
|
|
|
|
|
Reconciliation of
Diluted EPS
|
|
Successor
|
|
|
Three Months Ended
June 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
March 31,
2022
|
Unadjusted diluted
EPS
|
|
$
0.45
|
|
$
0.30
|
|
$
(0.54)
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Intangible contract
amortization
|
|
0.14
|
|
0.17
|
|
0.17
|
Professional services
- tax refund success fee
|
|
—
|
|
0.07
|
|
—
|
Professional services
- corporate projects
|
|
—
|
|
0.04
|
|
—
|
Merger and integration
costs
|
|
0.11
|
|
0.10
|
|
0.14
|
(Gain) loss on sale of
operating assets, net
|
|
0.01
|
|
—
|
|
(0.06)
|
Hurricane losses and
(recoveries), net
|
|
(0.18)
|
|
—
|
|
0.25
|
Gain on bargain
purchase
|
|
—
|
|
(0.95)
|
|
—
|
Discrete tax
items
|
|
(0.13)
|
|
(0.10)
|
|
(0.08)
|
Total
Adjustments
|
|
(0.05)
|
|
(0.67)
|
|
0.42
|
Adjusted diluted
EPS
|
|
$
0.40
|
|
$
(0.37)
|
|
$
(0.12)
|
|
|
|
|
|
|
|
Reconciliation of
Free Cash Flow
|
|
Successor
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
|
June 30,
2022
|
|
March 31,
2022
|
|
June 30,
2022
|
Net cash provided by
operating activities
|
|
$
88,112
|
|
$
(51,813)
|
|
$
36,299
|
Capital
expenditures
|
|
(32,480)
|
|
(47,045)
|
|
(79,525)
|
Free cash
flow
|
|
$
55,632
|
|
$
(98,858)
|
|
$
(43,226)
|
|
|
|
|
|
|
|
View original
content:https://www.prnewswire.com/news-releases/noble-corporation-reports-second-quarter-2022-results-301601861.html
SOURCE Noble Corporation