- Business combination with Maersk Drilling closed on
October 3, 2022. Consolidated results
for the quarter reflect legacy Noble Corporation prior to the
business combination.
- Initiates shareholder return program with share repurchase
authorization of up to $400
million.
- Q3 Net Income of $34 million, EPS
of $0.41 and Adjusted EBITDA of
$97 million.
- Q3 Cash Flow from Operations of $74
million and Free Cash Flow of $44
million.
SUGAR LAND, Texas, Nov. 3, 2022 /PRNewswire/ -- Noble Corporation
plc (NYSE: NE, CSE: NOBLE, "Noble", or the "Company") today
reported third quarter 2022 results.
|
Three Months
Ended
|
(in millions, except
per share amounts)
|
September 30,
2022
|
|
September 30,
2021
|
|
June 30,
2022
|
Total
Revenue
|
$
306
|
|
$
250
|
|
$
275
|
Contract Drilling
Services Revenue
|
289
|
|
231
|
|
262
|
Net Income
(Loss)
|
34
|
|
(24)
|
|
37
|
Adjusted
EBITDA*
|
97
|
|
47
|
|
84
|
Adjusted Net Income
(Loss)*
|
41
|
|
7
|
|
33
|
Diluted Earnings (Loss)
Per Share
|
0.41
|
|
(0.36)
|
|
0.45
|
Adjusted Diluted
Earnings (Loss) Per Share*
|
0.50
|
|
0.10
|
|
0.40
|
|
|
|
|
|
|
* 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 plc, stated "Our
third quarter financial results showed continued improvement,
driven by rising dayrates and consistently strong utilization. We
are excited to have closed the business combination between Noble
and Maersk Drilling in early October and are well underway with
integration activities. Ensuring seamless service excellence for
our customers, maintaining leadership in innovation and
sustainability, and capturing $125
million in synergies within two years remain key
priorities. We anticipate that the combination of our robust
financial profile and high-quality backlog will position Noble very
well going forward, and we are pleased to deliver on a key
transaction rationale with today's announcement of a $400 million share repurchase
authorization."
Third quarter results
Third quarter financial
highlights for legacy Noble Corporation on a standalone basis are
as follows. Contract drilling services revenue for the third
quarter of 2022 totaled $289 million
compared to $262 million in the
second quarter. Marketed fleet utilization was 89% in the three
months ended September 30, 2022
compared to 85% in the previous quarter. Contract drilling
services costs for the third quarter were $186 million, up from $178
million in the second quarter of 2022. Adjusted EBITDA
for the three months ended September 30,
2022 was $97 million compared
to $84 million in the second quarter
of 2022. Capital expenditures totaled $41
million in the third quarter and $117
million through the nine months ending September 30, 2022. Net cash provided by
operating activities for the three months ended September 30, 2022 was $74
million and free cash flow was $44
million.
For additional reference, unaudited historical-basis financial
highlights for legacy Maersk Drilling during the third quarter of
2022 included total revenue of $283
million, adjusted EBITDA of $63
million, and capital expenditures of $35 million.
Shareholder return authorization
Noble's Board of
Directors has authorized a share repurchase program that allows the
Company to repurchase up to $400
million of outstanding Company stock or warrants. The
$400 million authorization does not
have a fixed expiration, and may be modified, suspended or
discontinued at any time. The program does not obligate the Company
to acquire any particular amount of shares.
Balance sheet
The company's pro forma balance sheet as
of September 30, 2022 when taking
into consideration the Business Combination and proceeds from the
sale of the five jackups had a net debt balance of approximately
$190 million. In November, we
expect to complete the Compulsory Purchase for the remaining shares
of Maersk Drilling that were not acquired during the voluntary
tender exchange.
As recently disclosed, Noble has received preliminary
commitments from a group of banks to enter into a $350 million, 3-year term loan to replace the
existing Maersk Drilling syndicated facilities. Additionally, Noble
has received a preliminary commitment for a $150 million, 3-year term loan to replace the
existing Maersk Drilling loan with Danish Ship Finance. Each loan
has an indicative initial interest rate of Term SOFR (secured
overnight funding rate) plus 3.50%, with margin increases beginning
in year two. The loans remain subject to final documentation and
customary closing conditions, which Noble anticipates will be
completed during the fourth quarter.
Operating highlights and backlog
Noble's marketed
fleet of nine floaters was 96% contracted through the third
quarter, similar to the legacy Maersk Drilling floater fleet which
had full contracted utilization across seven marketed
floaters. Contracting activity remains firm, reflecting the
tight condition of the high-end drillship market segment, with
leading edge dayrates for deepwater rigs well into the low to mid
$400,000s per day range.
Noble's jackup utilization was 82% in the third quarter, and
current utilization (following the significant transaction-related
changes to the composition of our jackup fleet) is now 92% with 12
out of 13 jackups currently under contract. The jackup Noble
Resilient was recently awarded a contract for a four well
intervention scope in the UK North Sea at a dayrate of $87,500.
Per our fleet status report dated November 2, 2022, Noble's current backlog stands
at $3.9 billion.
Outlook
For the fourth quarter of 2022, Noble today
announces a guidance range for Adjusted EBITDA of $155 to $175
million. Capital expenditures are expected to range between
$65 and $85
million. These estimates reflect the October 3, 2022 closing date of the Maersk
Drilling business combination and the October 5, 2022 sale of five jackups to Shelf
Drilling.(1)
Commenting on Noble's outlook, Mr. Eifler stated, "Our
leadership team's extensive worldwide travel to meet with employees
and customers in recent weeks has only reinforced our confidence in
the talent that we have assembled and the tremendous opportunity at
hand for Noble. Despite global macroeconomic uncertainty, the
fundamentals in our business, particularly in the deepwater
segment, remain very promising, and Noble is poised and ready to
execute as a new and dynamic leader in offshore drilling."
1 Due to the
forward-looking nature of Adjusted EBITDA, 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.
|
Conference call
Noble will host a conference call
related to its third quarter 2022 results on Thursday, November 3, 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.
Additionally, 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 plc
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.
Successor reporting
Upon emergence from our
restructuring on February 5, 2021,
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 are labelled as "Predecessor" for the
period up to February 5, 2021 and
"Successor" for all dates after.
Cautionary and Forward-looking statements
The shares
may be repurchased under the new repurchase program in open market
purchases, privately negotiated transactions, through plans,
instructions or contracts established under applicable rules under
the Securities Exchange Act of 1934, as amended, through block
trades, by effecting a tender offer, by way of accelerated share
repurchase transactions or other derivative transactions, or by any
combination of the foregoing. The manner, timing, pricing and
amount of any repurchases will determined by the Company at its
discretion and may be based upon a number of factors, including
market conditions, the Company's stock price, earnings, capital
requirements, financial conditions, available liquidity and
competing uses for cash that may arise in the future, compliance
with the Company's debt and other agreements, applicable legal
requirements, and other considerations. Noble will effect a capital
reduction connection with the repurchase program through a legal
sanctioning process that is expected to conclude in
November.
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, share repurchases, plans
and objectives of management for future operations, rig
mobilizations and scheduling, industry conditions, capital
reductions, worldwide economic conditions, 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 effect of the announcement or the
completion of the Business Combination on Noble's business
relationships, performance and business generally, the risk that
the Business Combination disrupts current plans and potential
difficulties in employee retention as a result of the Business
Combination, the outcome of any legal proceedings that may be
instituted against related to the Business Combination,
requirements, conditions or costs that may be imposed in connection
with obtaining regulatory approvals in connection with 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) in connection with the Business Combination, and to identify
and realize additional opportunities, the failure to realize
anticipated benefits of the Business Combination, the impact
of the consummation of the 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 plc (formerly known as
Noble Finco Limited) AND SUBSIDIARIES CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands,
except per share amounts) (Unaudited)
|
|
|
Successor
|
|
|
Three Months Ended
September 30,
|
|
|
2022
|
|
2021
|
Operating
revenues
|
|
|
|
|
Contract drilling
services
|
|
$
289,494
|
|
$
231,154
|
Reimbursables and
other
|
|
16,378
|
|
19,217
|
|
|
305,872
|
|
250,371
|
Operating costs and
expenses
|
|
|
|
|
Contract drilling
services
|
|
186,482
|
|
188,552
|
Reimbursables
|
|
13,284
|
|
16,462
|
Depreciation and
amortization
|
|
24,868
|
|
25,248
|
General and
administrative
|
|
18,089
|
|
14,982
|
Merger and integration
costs
|
|
9,338
|
|
5,033
|
(Gain) loss on sale of
operating assets, net
|
|
354
|
|
3,146
|
Hurricane losses and
(recoveries), net
|
|
1,896
|
|
10,441
|
|
|
254,311
|
|
263,864
|
Operating income
(loss)
|
|
51,561
|
|
(13,493)
|
Other income
(expense)
|
|
|
|
|
Interest expense, net
of amounts capitalized
|
|
(7,943)
|
|
(8,870)
|
Loss on extinguishment
of debt, net
|
|
(196)
|
|
—
|
Interest income and
other, net
|
|
3,235
|
|
973
|
Income (loss) before
income taxes
|
|
46,657
|
|
(21,390)
|
Income tax
provision
|
|
(13,072)
|
|
(2,275)
|
Net income
(loss)
|
|
$
33,585
|
|
$
(23,665)
|
Per share
data
|
|
|
|
|
Basic:
|
|
|
|
|
Net income
(loss)
|
|
$
0.48
|
|
$
(0.36)
|
Diluted:
|
|
|
|
|
Net income
(loss)
|
|
$
0.41
|
|
$
(0.36)
|
NOBLE
CORPORATION plc (formerly known as
Noble Finco Limited)
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
|
|
|
Nine Months
Ended
|
|
through
|
|
|
through
|
|
|
September 30,
2022
|
|
September 30,
2021
|
|
|
February 5,
2021
|
Operating
revenues
|
|
|
|
|
|
|
|
Contract drilling
services
|
|
$
746,992
|
|
$
515,680
|
|
|
$
74,051
|
Reimbursables and
other
|
|
44,263
|
|
46,467
|
|
|
3,430
|
|
|
791,255
|
|
562,147
|
|
|
77,481
|
Operating costs and
expenses
|
|
|
|
|
|
|
|
Contract drilling
services
|
|
530,710
|
|
456,853
|
|
|
46,965
|
Reimbursables
|
|
37,095
|
|
41,577
|
|
|
2,737
|
Depreciation and
amortization
|
|
77,109
|
|
64,831
|
|
|
20,622
|
General and
administrative
|
|
52,300
|
|
47,939
|
|
|
5,727
|
Merger and integration
costs
|
|
27,916
|
|
13,786
|
|
|
—
|
(Gain) loss on sale of
operating assets, net
|
|
(3,105)
|
|
3,146
|
|
|
—
|
Hurricane losses and
(recoveries), net
|
|
4,701
|
|
10,441
|
|
|
—
|
|
|
726,726
|
|
638,573
|
|
|
76,051
|
Operating income
(loss)
|
|
64,529
|
|
(76,426)
|
|
|
1,430
|
Other income
(expense)
|
|
|
|
|
|
|
|
Interest expense, net
of amounts capitalized
|
|
(23,338)
|
|
(23,628)
|
|
|
(229)
|
Gain on bargain
purchase
|
|
—
|
|
64,479
|
|
|
—
|
Loss on extinguishment
of debt, net
|
|
(196)
|
|
—
|
|
|
—
|
Interest income and
other, net
|
|
4,766
|
|
7,490
|
|
|
399
|
Reorganization items,
net
|
|
—
|
|
—
|
|
|
252,051
|
Income (loss) before
income taxes
|
|
45,761
|
|
(28,085)
|
|
|
253,651
|
Income tax benefit
(provision)
|
|
(11,775)
|
|
6,631
|
|
|
(3,423)
|
Net income
(loss)
|
|
$
33,986
|
|
$
(21,454)
|
|
|
$
250,228
|
Per share
data
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
0.49
|
|
$
(0.35)
|
|
|
$
1.00
|
Diluted:
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
0.42
|
|
$
(0.35)
|
|
|
$
0.98
|
NOBLE
CORPORATION plc (formerly known as
Noble Finco Limited)
AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE
SHEETS (In
thousands) (Unaudited)
|
|
|
|
Successor
|
|
|
September 30,
2022
|
|
December 31,
2021
|
ASSETS
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash
equivalents
|
|
$
422,486
|
|
$
194,138
|
Accounts receivable,
net
|
|
274,175
|
|
200,419
|
Prepaid expenses and
other current assets
|
|
57,965
|
|
61,089
|
Total current
assets
|
|
754,626
|
|
455,646
|
Intangible
assets
|
|
25,324
|
|
61,849
|
Property and equipment,
at cost
|
|
1,341,132
|
|
1,555,975
|
Accumulated
depreciation
|
|
(119,442)
|
|
(77,275)
|
Property and equipment,
net
|
|
1,221,690
|
|
1,478,700
|
Assets held for
sale
|
|
299,016
|
|
—
|
Other assets
|
|
84,853
|
|
77,247
|
Total
assets
|
|
$
2,385,509
|
|
$
2,073,442
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Accounts
payable
|
|
$
144,498
|
|
$
120,389
|
Accrued payroll and
related costs
|
|
36,402
|
|
48,346
|
Other current
liabilities
|
|
87,919
|
|
79,659
|
Total current
liabilities
|
|
268,819
|
|
248,394
|
Long-term
debt
|
|
434,368
|
|
216,000
|
Other
liabilities
|
|
133,761
|
|
108,421
|
Total
liabilities
|
|
836,948
|
|
572,815
|
Commitments and
contingencies
|
|
|
|
|
Total shareholders'
equity
|
|
1,548,561
|
|
1,500,627
|
Total liabilities
and equity
|
|
$
2,385,509
|
|
$
2,073,442
|
NOBLE
CORPORATION plc (formerly known as
Noble Finco Limited)
AND SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (In
thousands) (Unaudited)
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Period
from
|
|
|
Period
from
|
|
Nine Months
Ended
|
|
February 6,
2021
|
|
|
January 1,
2021
|
|
|
through
|
|
|
through
|
|
September 30,
2022
|
|
September 30,
2021
|
|
|
February 5,
2021
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Net income
(loss)
|
$
33,986
|
|
$
(21,454)
|
|
|
$
250,228
|
Adjustments to
reconcile net income (loss) to net cash flow from operating
activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
77,109
|
|
64,831
|
|
|
20,622
|
Amortization of
intangible assets
|
36,525
|
|
37,127
|
|
|
—
|
Gain on bargain
purchase
|
—
|
|
(64,479)
|
|
|
—
|
Reorganization items,
net
|
—
|
|
—
|
|
|
(280,790)
|
Changes in components
of working capital
|
|
|
|
|
|
|
Change in taxes
receivable
|
118
|
|
13,810
|
|
|
(1,789)
|
Net changes in other
operating assets and liabilities
|
(37,932)
|
|
(5,807)
|
|
|
(33,719)
|
Net cash provided by
(used in) operating activities
|
109,806
|
|
24,028
|
|
|
(45,448)
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Capital
expenditures
|
(109,235)
|
|
(117,750)
|
|
|
(14,629)
|
Cash acquired in
stock-based business combination
|
—
|
|
54,970
|
|
|
—
|
Proceeds from disposal
of assets, net
|
15,756
|
|
31,247
|
|
|
194
|
Net cash provided by
(used in) investing activities
|
(93,479)
|
|
(31,533)
|
|
|
(14,435)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Issuance of second
lien notes
|
—
|
|
—
|
|
|
200,000
|
Borrowings on credit
facilities
|
220,000
|
|
40,000
|
|
|
177,500
|
Repayments of
debt
|
(1,828)
|
|
(27,500)
|
|
|
(545,000)
|
Debt issuance
costs
|
—
|
|
—
|
|
|
(23,664)
|
Warrants
exercised
|
784
|
|
647
|
|
|
—
|
Taxes withheld on
employee stock transactions
|
(4,926)
|
|
—
|
|
|
(1)
|
Net cash provided by
(used in) financing activities
|
214,030
|
|
13,147
|
|
|
(191,165)
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
230,357
|
|
5,642
|
|
|
(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
|
$
427,079
|
|
$
119,635
|
|
|
$ 113,993
|
NOBLE
CORPORATION plc (formerly known as
Noble Finco Limited) AND
SUBSIDIARIES OPERATIONAL
INFORMATION (Unaudited)
|
|
|
Average Rig
Utilization
|
|
|
|
|
|
|
|
Successor
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
|
September 30,
2021
|
Floaters
|
78 %
|
|
81 %
|
|
73 %
|
Jackups
|
82 %
|
|
68 %
|
|
75 %
|
Total
|
80 %
|
|
76 %
|
|
74 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Days
|
|
|
|
|
|
|
|
Successor
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
|
September 30,
2021
|
Floaters
|
792
|
|
813
|
|
806
|
Jackups
|
606
|
|
495
|
|
828
|
Total
|
1,398
|
|
1,308
|
|
1,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Dayrates
|
|
|
|
|
|
|
|
Successor
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
September 30,
2022
|
|
June 30,
2022
|
|
September 30,
2021
|
Floaters
|
$
285,362
|
|
$
266,887
|
|
$
214,304
|
Jackups
|
118,209
|
|
120,824
|
|
87,972
|
Total
|
$
212,958
|
|
$
211,626
|
|
$
150,287
|
NOBLE
CORPORATION plc (formerly known as
Noble Finco Limited) 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 Ended
September 30,
|
|
Nine
Months
|
|
February 6,
2021
|
|
|
January 1,
2021
|
|
|
|
Ended
|
|
through
|
|
|
through
|
|
|
2022
|
|
2021
|
|
September 30,
2022
|
|
September 30,
2021
|
|
|
February 5,
2021
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
33,585
|
|
$
(23,665)
|
|
$
33,986
|
|
$
(21,454)
|
|
|
$
250,228
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
33,585
|
|
$
(23,665)
|
|
$
33,986
|
|
$
(21,454)
|
|
|
$
250,228
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding - basic
|
|
70,318
|
|
66,623
|
|
69,260
|
|
61,847
|
|
|
251,115
|
Dilutive effect of
share-based awards
|
|
3,388
|
|
—
|
|
3,388
|
|
—
|
|
|
5,456
|
Dilutive effect of
warrants
|
|
8,220
|
|
—
|
|
8,718
|
|
—
|
|
|
—
|
Weighted average shares
outstanding - diluted
|
|
81,926
|
|
66,623
|
|
81,366
|
|
61,847
|
|
|
256,571
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share
data
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
0.48
|
|
$
(0.36)
|
|
$
0.49
|
|
$
(0.35)
|
|
|
$
1.00
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
0.41
|
|
$
(0.36)
|
|
$
0.42
|
|
$
(0.35)
|
|
|
$
0.98
|
NOBLE CORPORATION plc (formerly known as Noble
Finco Limited) 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 November 2, 2022, are appropriate
measures of the continuing and normal operations of the
Company:
(i)
|
In the second and third
quarter of 2022 and the third quarter of 2021, merger and
integration costs; (gain) loss on sale of operating assets, net;
hurricane losses and (recoveries), net; intangible contract
amortization and discrete tax items.
|
|
|
(ii)
|
In addition, the third
quarter of 2022 included loss on extinguishment of debt.
|
|
|
(iii)
|
The quarters also
included professional services costs related to corporate
initiatives.
|
For the quarter ended September 30,
2022, the Company disclosed free cash flow as a non-GAAP
liquidity measure. Free cash flow of $44
million was calculated as Net cash provided by operating
activities of $74 million less cash
paid for capital expenditures of $30
million for the quarter ended September 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 plc (formerly known as
Noble Finco Limited)
AND SUBSIDIARIES NON-GAAP MEASURES (In
thousands, except per share
amounts) (Unaudited)
|
|
Reconciliation of
Adjusted EBITDA
|
|
Successor
|
|
|
Three Months Ended
September 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
June 30,
2022
|
Net income
(loss)
|
|
$
33,585
|
|
$
(23,665)
|
|
$
37,057
|
Income tax
provision
|
|
13,072
|
|
2,275
|
|
3,908
|
Interest expense, net
of amounts capitalized
|
|
7,943
|
|
8,870
|
|
7,715
|
Interest income and
other, net
|
|
(3,235)
|
|
(973)
|
|
(1,081)
|
Depreciation and
amortization
|
|
24,868
|
|
25,248
|
|
26,636
|
Intangible contract
amortization
|
|
8,170
|
|
14,412
|
|
14,256
|
Loss on extinguishment
of debt
|
|
196
|
|
—
|
|
—
|
Professional services -
corporate projects
|
|
400
|
|
1,787
|
|
145
|
Merger and integration
costs
|
|
9,338
|
|
5,033
|
|
9,057
|
(Gain) loss on sale of
operating assets, net
|
|
354
|
|
3,146
|
|
1,103
|
Hurricane losses and
(recoveries), net
|
|
1,896
|
|
10,441
|
|
(14,407)
|
Adjusted
EBITDA
|
|
$
96,587
|
|
$
46,574
|
|
$
84,389
|
|
|
Reconciliation of
Income Tax (Provision) Benefit
|
|
Successor
|
|
|
Three Months Ended
September 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
June 30,
2022
|
Income tax
provision
|
|
$
(13,072)
|
|
$
(2,275)
|
|
$
(3,908)
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Intangible contract
amortization
|
|
(1,716)
|
|
(3,027)
|
|
(2,994)
|
Hurricane losses and
(recoveries), net
|
|
(398)
|
|
—
|
|
(164)
|
Discrete tax
items
|
|
(10,628)
|
|
(1,483)
|
|
(11,105)
|
Total
Adjustments
|
|
(12,742)
|
|
(4,510)
|
|
(14,263)
|
Adjusted income tax
provision
|
|
$
(25,814)
|
|
$
(6,785)
|
|
$
(18,171)
|
NOBLE
CORPORATION plc (formerly known as
Noble Finco Limited) AND SUBSIDIARIES NON-GAAP
RECONCILIATION (In thousands, except per share
amounts) (Unaudited)
|
|
Reconciliation of
Net Income (Loss)
|
|
Successor
|
|
|
Three Months Ended
September 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
June 30,
2022
|
Net income
(loss)
|
|
$
33,585
|
|
$
(23,665)
|
|
$
37,057
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Intangible contract
amortization, net of tax
|
|
6,454
|
|
11,385
|
|
11,262
|
Professional services
- corporate projects
|
|
400
|
|
1,787
|
|
145
|
Merger and integration
costs
|
|
9,338
|
|
5,033
|
|
9,057
|
(Gain) loss on sale of
operating assets, net
|
|
354
|
|
3,146
|
|
1,103
|
Hurricane losses and
(recoveries), net
|
|
1,498
|
|
10,441
|
|
(14,571)
|
Loss on extinguishment
of debt
|
|
196
|
|
—
|
|
—
|
Discrete tax
items
|
|
(10,628)
|
|
(1,483)
|
|
(11,105)
|
Total
Adjustments
|
|
7,612
|
|
30,309
|
|
(4,109)
|
Adjusted net income
(loss)
|
|
$
41,197
|
|
$
6,644
|
|
$
32,948
|
|
|
|
|
|
|
|
Reconciliation of
Diluted EPS
|
|
Successor
|
|
|
Three Months Ended
September 30,
|
|
Three Months
Ended
|
|
|
2022
|
|
2021
|
|
June 30,
2022
|
Unadjusted diluted
EPS
|
|
$
0.41
|
|
$
(0.36)
|
|
$
0.45
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Intangible contract
amortization
|
|
0.08
|
|
0.17
|
|
0.14
|
Professional services
- corporate projects
|
|
—
|
|
0.02
|
|
—
|
Merger and integration
costs
|
|
0.12
|
|
0.08
|
|
0.11
|
(Gain) loss on sale of
operating assets, net
|
|
—
|
|
0.05
|
|
0.01
|
Hurricane losses and
(recoveries), net
|
|
0.02
|
|
0.16
|
|
(0.18)
|
Loss on extinguishment
of debt
|
|
—
|
|
—
|
|
—
|
Discrete tax
items
|
|
(0.13)
|
|
(0.02)
|
|
(0.13)
|
Total
Adjustments
|
|
0.09
|
|
0.46
|
|
(0.05)
|
Adjusted diluted
EPS
|
|
$
0.50
|
|
$
0.10
|
|
$
0.40
|
|
|
|
|
|
|
|
Reconciliation of
Free Cash Flow
|
|
Successor
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
September 30,
2022
|
|
June 30,
2022
|
|
September 30,
2022
|
Net cash provided by
operating activities
|
|
$
73,507
|
|
$
88,112
|
|
$
109,806
|
Capital
expenditures
|
|
(29,710)
|
|
(32,480)
|
|
(109,235)
|
Free cash
flow
|
|
$
43,797
|
|
$
55,632
|
|
$
571
|
View original
content:https://www.prnewswire.co.uk/news-releases/noble-corporation-plc-announces-third-quarter-2022-results-and-share-repurchase-authorization-301667024.html