8-K
Noble Corp plc (NE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 3, 2023
__________________________________________
NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
| England and Wales | 001-41520 | 98-1644664 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | 13135 Dairy Ashford, | Suite 800, | Sugar Land, | Texas | 77478 | |
| --- | --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: 281 276-6100
__________________________________________
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions | | --- || ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- | | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- | | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- | | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|---|---|---|---|---|
| A Ordinary Shares, par value $0.00001 per share | NE | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| --- |
Emerging growth company ☐
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||
|---|---|---|---|
| Item 2.02. Results of Operations and Financial Condition. | |||
| --- | |||
| On May 3, 2023, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended March 31, 2023. A copy of such press release is included as Exhibit 99.1 and will be published in the “Investors” section on the Company’s website at www.noblecorp.com. | |||
| Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934. | |||
| Item 7.01. Regulation FD Disclosure. | |||
| On May 4, 2023, the President and Chief Executive Officer of Noble Corporation plc (NYSE: NE), Robert W. Eifler, together with other executive officers, plan to announce Noble Corporation plc's earnings for the quarter ended March 31, 2023 via teleconference, which will be open to the public and broadcast live over the internet. A copy of the slide presentation used in connection with the teleconference is attached as Exhibit 99.2 and is incorporated by reference into this item.<br><br>Pursuant to the rules and regulations of the Securities and Exchange Commission, the slide presentation is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934. | Item 9.01. Financial Statements and Exhibits. | ||
| --- | --- | ||
| (d) Exhibits | |||
| EXHIBIT | |||
| NUMBER | DESCRIPTION | ||
| Exhibit 99.1 | Press Release issued by Noble Corporation plc dated May 3, 2023 | ||
| Exhibit 99.2 | Noble Corporation plc Slide Presentation dated May 4, 2023 | ||
| Exhibit 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
| Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||
|---|---|---|---|
| NOBLE CORPORATION plc | |||
| --- | --- | --- | --- |
| Date: | May 3, 2023 | By: | /s/ Robert W. Eifler |
| Robert W. Eifler | |||
| President and Chief Executive Officer |
Document
EXHIBIT 99.1
| PRESS RELEASE |
|---|
NOBLE CORPORATION PLC ANNOUNCES FIRST QUARTER 2023 RESULTS
•Refinancing achieved with successful placement of $600 million of 8.0% senior unsecured notes due 2030, and amended and restated revolving credit facility with commitments of $550 million and maturity in 2028.
•Q1 Net Income of $108 million, Diluted Earnings Per Share of $0.74, and Adjusted EBITDA of $138 million.
•Total backlog expands to $4.6 billion with new contracts totaling $1.1 billion secured over the past three months.
SUGAR LAND, TEXAS, May 3, 2023 - Noble Corporation plc (NYSE: NE, CSE: NOBLE, “Noble”, or the “Company”) today reported first quarter 2023 results.
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in millions, except per share amounts) | March 31, 2023 | March 31, 2022 | December 31, 2022 | |||
| Total Revenue | $ | 610 | $ | 210 | $ | 623 |
| Contract Drilling Services Revenue | 575 | 195 | 586 | |||
| Net Income (Loss) | 108 | (37) | 135 | |||
| Adjusted EBITDA* | 138 | 27 | 157 | |||
| Adjusted Net Income (Loss)* | 27 | (8) | 61 | |||
| Basic Earnings (Loss) Per Share | 0.80 | (0.54) | 1.02 | |||
| Diluted Earnings (Loss) Per Share | 0.74 | (0.54) | 0.92 | |||
| Adjusted Diluted Earnings (Loss) Per Share* | 0.19 | (0.12) | 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 plc, stated “Our first quarter results reflect a strong start to the year from an operational, financial, and commercial perspective. The steady tightening of offshore drilling fundamentals is affording attractive opportunities to place our fleet into improving contracts. We are particularly excited to be awarded a significant additional backlog commitment from ExxonMobil under the CEA, and also to participate in the reemergence of Colombia as an active exploration basin with two of our deepwater rigs. Integration of our business combination continues to progress smoothly thanks to the outstanding and tireless efforts of our fantastic offshore crews and global shore-based team. With our refinancing successfully completed, Noble has a streamlined and efficient capital structure that will further enhance our ability to focus on our priorities, including returning capital to shareholders.”
First Quarter Results
Contract drilling services revenue for the first quarter of 2023 totaled $575 million compared to $586 million in the fourth quarter of 2022, with the decrease attributable to lower utilization. Marketed fleet utilization was 80% in the three months ended March 31, 2023 compared to 88% in the previous quarter. Contract drilling services costs for the first quarter were $362 million, down from $366 million in the fourth quarter of 2022. Adjusted EBITDA for the three months ended March 31, 2023 was $138 million compared to $157 million in the fourth
quarter of 2022. Net cash used by operating activities for the first quarter was $63 million, capital expenditures were $63 million, and resulting free cash flow (non-GAAP) was ($126) million. Cash flow was adversely impacted by a significant expansion of net working capital in the first quarter, which we expect to be largely reversed in the second quarter.
Balance Sheet and Capital Allocation
The Company's balance sheet as of March 31, 2023 reflected total debt of $521 million and cash (and cash equivalents) of $186 million. Subsequent to the end of the first quarter, Noble completed a refinancing, redeeming all existing debt and issuing $600 million in aggregate principal amount of new 8.0% senior unsecured notes due 2030 and securing an amended and restated senior secured revolving credit agreement which provides for commitments of $550 million and maturity in April 2028. With this streamlined capital structure now in place, Noble intends to focus its capital allocation framework on returning capital to shareholders.
Operating Highlights and Backlog
Noble's marketed fleet of sixteen floaters was 91% contracted through the first quarter, compared with 91% in the prior quarter. First quarter floater utilization was adversely impacted by the Noble Gerry de Souza’s mobilization from the U.S. Gulf of Mexico to Nigeria early in the quarter, as well as an extended permitting delay for the Noble Globetrotter I which is now resolved with the rig expected to commence its contract in Mexico in mid-May. Industry-wide, tier 1 drillships remain at or above 95% marketed utilization, with leading edge dayrate fixtures steadily increasing. Recent new contracts and commitments across Noble’s floater fleet, with total backlog value of over $1.0 billion, include the following:
•ExxonMobil Guyana has awarded an additional 6.3 years of backlog under the Commercial Enabling Agreement (CEA), intended to extend the contract duration for each of our four drillships operating under the CEA from Q4 2025 to Q2 2027.
•Noble Discoverer has recently been awarded a one well contract with Ecopetrol in Colombia, expected to commence in Q4 2023.
•Noble Valiant has been awarded a contract for one well in the Gulf of Mexico with an undisclosed customer at a dayrate of $450,000, expected to commence in Q4 2023.
Utilization of Noble's thirteen marketed jackups was 67% in the first quarter, compared with 85% utilization during the fourth quarter. The sequential decrease in average jackup utilization was driven primarily by the Noble Regina Allen, Noble Tom Prosser and Noble Invincible, all of which were highly utilized during the fourth quarter and off contract for the majority of the first quarter.
The Noble Tom Prosser has recently been awarded contracts with two undisclosed customers in Malaysia for a combined term of 650 days. The first of these contracts is expected to commence early in the third quarter of this year. As previously disclosed, the Noble Regina Allen is undergoing repairs for its damaged leg and jacking system, with estimated marketability expected for early 2024. Within the ultra-harsh jackup fleet, the Noble Integrator’s current work scope with Aker BP has been extended from July to September 2023 — this rig, as well as the Noble Interceptor and Noble Intrepid, remains exposed to soft spot market conditions over the balance of this year, with improving demand expected to start materializing later in 2024. We continue to expect a limited contribution from jackups to our total EBITDA in 2023.
Noble's backlog as of May 3, 2023 stands at $4.6 billion.
Outlook
For the full year 2023, Noble maintains the previously communicated guidance for total revenue in the range of $2.35 to $2.55 billion, Adjusted EBITDA of $725 to $825 million, and capital expenditures (net of reimbursable capex) between $325 and $365 million.
Commenting on Noble’s outlook, Mr. Eifler stated, "Deepwater fundamentals continue to tighten, with marketed utilization for all UDW units now approaching the mid 90%s while incremental rig reactivations are governed by significant lead-time and capital requirements. Accordingly, the trend of steadily rising dayrates and expanding contract duration for UDW units is expected to continue. We believe Noble’s floater fleet remains well positioned to benefit from positive re-contracting opportunities over the near term, with longer contract durations representing a crucial driver for maximizing utilization. With improving harsh jackup demand expected in 2024 and beyond, we remain very constructive on the outlook for our business.”
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 first quarter 2023 results on Thursday, May 4th, 2023, 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
Contact Noble Corporation plc
Ian Macpherson
Vice President - Investor Relations
+1 713-239-6507
imacpherson@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.
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 revenue, adjusted EBITDA and capital expenditures, the offshore drilling market and demand fundamentals, ESG strategy and ambitions, realization and timing of integration synergies, free cash flow expectations, capital allocation expectations, expected future contracts, anticipated contract start dates, dayrates and duration, fleet utilization, repricing, and consequences of our capital structure are forward-looking statements. When used in this report, or in the documents incorporated by reference, the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “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, uncertainties relating to the effects of public health threats, such as 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 Commission. 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 AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Operating revenues | ||||
| Contract drilling services | $ | 575,290 | $ | 195,035 |
| Reimbursables and other | 34,764 | 15,195 | ||
| 610,054 | 210,230 | |||
| Operating costs and expenses | ||||
| Contract drilling services | 361,789 | 166,083 | ||
| Reimbursables | 26,006 | 13,478 | ||
| Depreciation and amortization | 69,942 | 25,605 | ||
| General and administrative | 30,037 | 17,524 | ||
| Merger and integration costs | 11,631 | 9,521 | ||
| (Gain) loss on sale of operating assets, net | — | (4,562) | ||
| Hurricane losses and (recoveries), net | 3,544 | 17,212 | ||
| 502,949 | 244,861 | |||
| Operating income (loss) | 107,105 | (34,631) | ||
| Other income (expense) | ||||
| Interest expense, net of amounts capitalized | (16,872) | (7,680) | ||
| Interest income and other, net | 2,026 | 450 | ||
| Income (loss) before income taxes | 92,259 | (41,861) | ||
| Income tax benefit (provision) | 15,804 | 5,205 | ||
| Net income (loss) | $ | 108,063 | $ | (36,656) |
| Per share data | ||||
| Basic: | ||||
| Net income (loss) | $ | 0.80 | $ | (0.54) |
| Diluted: | ||||
| Net income (loss) | $ | 0.74 | $ | (0.54) |
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| March 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 186,186 | $ | 476,206 |
| Accounts receivable, net | 563,055 | 468,802 | ||
| Prepaid expenses and other current assets | 122,937 | 106,782 | ||
| Total current assets | 872,178 | 1,051,790 | ||
| Intangible assets | 27,411 | 34,372 | ||
| Property and equipment, at cost | 4,217,524 | 4,163,205 | ||
| Accumulated depreciation | (251,480) | (181,904) | ||
| Property and equipment, net | 3,966,044 | 3,981,301 | ||
| Goodwill | 15,026 | 26,016 | ||
| Other assets | 191,733 | 141,385 | ||
| Total assets | $ | 5,072,392 | $ | 5,234,864 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Current maturities of long-term debt | $ | 15,000 | $ | 159,715 |
| Accounts payable | 265,583 | 290,690 | ||
| Accrued payroll and related costs | 55,837 | 76,185 | ||
| Other current liabilities | 126,557 | 140,508 | ||
| Total current liabilities | 462,977 | 667,098 | ||
| Long-term debt | 505,654 | 513,055 | ||
| Other liabilities | 278,260 | 265,743 | ||
| Noncurrent contract liabilities | 121,194 | 181,883 | ||
| Total liabilities | 1,368,085 | 1,627,779 | ||
| Commitments and contingencies | ||||
| Total shareholders’ equity | 3,704,307 | 3,607,085 | ||
| Total liabilities and equity | $ | 5,072,392 | $ | 5,234,864 |
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Cash flows from operating activities | ||||
| Net income (loss) | $ | 108,063 | $ | (36,656) |
| Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||||
| Depreciation and amortization | 69,942 | 25,605 | ||
| Amortization of intangible assets and contract liabilities, net | (53,728) | 14,099 | ||
| Gain on sale of operating assets, net | — | (6,767) | ||
| Changes in components of working capital | ||||
| Change in taxes receivable | (4,540) | (1,820) | ||
| Net changes in other operating assets and liabilities | (182,817) | (46,274) | ||
| Net cash provided by (used in) operating activities | (63,080) | (51,813) | ||
| Cash flows from investing activities | ||||
| Capital expenditures | (62,734) | (47,045) | ||
| Proceeds from disposal of assets, net | — | 14,247 | ||
| Net cash provided by (used in) investing activities | (62,734) | (32,798) | ||
| Cash flows from financing activities | ||||
| Repayments of debt | (152,215) | — | ||
| Other financing activities | (18,306) | (4,808) | ||
| Net cash provided by (used in) financing activities | (170,521) | (4,808) | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (296,335) | (89,419) | ||
| Cash, cash equivalents and restricted cash, beginning of period | 485,707 | 196,722 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 189,372 | $ | 107,303 |
NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
| Average Rig Utilization | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||
| Floaters | 77 | % | 76 | % | 71 | % | |||
| Jackups | 70 | % | 87 | % | 63 | % | |||
| Total | 74 | % | 81 | % | 68 | % | |||
| Operating Days | |||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||
| Floaters | 1,314 | 1,320 | 729 | ||||||
| Jackups | 877 | 1,201 | 450 | ||||||
| Total | 2,191 | 2,521 | 1,179 | ||||||
| Average Dayrates | |||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||
| Floaters | $ | 331,705 | $ | 303,734 | $ | 213,194 | |||
| Jackups | 97,940 | 118,089 | 119,606 | ||||||
| Total | $ | 238,130 | $ | 215,751 | $ | 177,458 |
NOBLE CORPORATION plc 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:
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Numerator: | ||||
| Basic | ||||
| Net income (loss) | $ | 108,063 | $ | (36,656) |
| Diluted | ||||
| Net income (loss) | $ | 108,063 | $ | (36,656) |
| Denominator: | ||||
| Weighted average shares outstanding - basic | 134,751 | 67,643 | ||
| Dilutive effect of share-based awards | 3,271 | — | ||
| Dilutive effect of warrants | 7,971 | — | ||
| Weighted average shares outstanding - diluted | 145,993 | 67,643 | ||
| Per share data | ||||
| Basic: | ||||
| Net income (loss) | $ | 0.80 | $ | (0.54) |
| Diluted: | ||||
| Net income (loss) | $ | 0.74 | $ | (0.54) |
NOBLE CORPORATION plc 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 May 3, 2023, are appropriate measures of the continuing and normal operations of the Company:
(i)In the first quarter of 2023 and the first and fourth quarters of 2022, merger and integration costs; hurricane losses and (recoveries), net; intangible contract amortization and discrete tax items.
(ii)In addition, the first and fourth quarters of 2022 included (gain) loss on sale of operating assets, net and professional services costs related to corporate initiatives.
(iii)The fourth quarter of 2022 also included loss on extinguishment of debt.
The Company also discloses free cash flow as a non-GAAP liquidity measure. Free cash flow is calculated as Net cash provided by (used in) operating activities less cash paid for capital expenditures.
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 AND SUBSIDIARIES
NON-GAAP MEASURES
(In thousands, except per share amounts)
(Unaudited)
| Reconciliation of Adjusted EBITDA | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended March 31, | Three Months Ended | |||||
| 2023 | 2022 | December 31, 2022 | ||||
| Net income (loss) | $ | 108,063 | $ | (36,656) | $ | 134,962 |
| Income tax (benefit) provision | (15,804) | (5,205) | 10,778 | |||
| Interest expense, net of amounts capitalized | 16,872 | 7,680 | 19,384 | |||
| Interest income and other, net | (2,026) | (450) | (9,599) | |||
| Depreciation and amortization | 69,942 | 25,605 | 69,770 | |||
| Amortization of intangible assets and contract liabilities, net | (53,728) | 14,099 | (41,877) | |||
| Loss (gain) on extinguishment of debt | — | — | 8,716 | |||
| Professional services - corporate projects | — | 135 | 43 | |||
| Merger and integration costs | 11,631 | 9,521 | 56,752 | |||
| (Gain) loss on sale of operating assets, net | — | (4,562) | (87,125) | |||
| Hurricane losses and (recoveries), net | 3,544 | 17,212 | (4,641) | |||
| Adjusted EBITDA | $ | 138,494 | $ | 27,379 | $ | 157,163 |
| Reconciliation of Income Tax (Provision) Benefit | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended March 31, | Three Months Ended | |||||
| 2023 | 2022 | December 31, 2022 | ||||
| Income tax benefit (provision) | $ | 15,804 | $ | 5,205 | $ | (10,778) |
| Adjustments | ||||||
| Amortization of intangible assets and contract liabilities, net | 3,501 | (2,961) | 9,471 | |||
| Gain (loss) on sale of operating assets, net | — | 866 | 2,255 | |||
| Discrete tax items | (45,631) | (5,881) | (17,525) | |||
| Total Adjustments | (42,130) | (7,976) | (5,799) | |||
| Adjusted income tax benefit (provision) | $ | (26,326) | $ | (2,771) | $ | (16,577) |
NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
| Reconciliation of Net Income (Loss) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended March 31, | Three Months Ended | |||||
| 2023 | 2022 | December 31, 2022 | ||||
| Net income (loss) | $ | 108,063 | $ | (36,656) | $ | 134,962 |
| Adjustments | ||||||
| Amortization of intangible assets and contract liabilities, net | (50,227) | 11,138 | (32,406) | |||
| Professional services - corporate projects | — | 135 | 43 | |||
| Merger and integration costs | 11,631 | 9,521 | 56,752 | |||
| (Gain) loss on sale of operating assets, net | — | (3,696) | (84,870) | |||
| Hurricane losses and (recoveries), net | 3,544 | 17,212 | (4,641) | |||
| Loss (gain) on extinguishment of debt | — | — | 8,716 | |||
| Discrete tax items | (45,631) | (5,881) | (17,525) | |||
| Total Adjustments | (80,683) | 28,429 | (73,931) | |||
| Adjusted net income (loss) | $ | 27,380 | $ | (8,227) | $ | 61,031 |
| Reconciliation of Diluted EPS | ||||||
| Three Months Ended March 31, | Three Months Ended | |||||
| 2023 | 2022 | December 31, 2022 | ||||
| Unadjusted diluted EPS | $ | 0.74 | $ | (0.54) | $ | 0.92 |
| Adjustments | ||||||
| Amortization of intangible assets and contract liabilities, net | (0.34) | 0.17 | (0.22) | |||
| Merger and integration costs | 0.08 | 0.14 | 0.39 | |||
| (Gain) loss on sale of operating assets, net | — | (0.06) | (0.59) | |||
| Hurricane losses and (recoveries), net | 0.02 | 0.25 | (0.03) | |||
| Loss (gain) on extinguishment of debt | — | — | 0.06 | |||
| Discrete tax items | (0.31) | (0.08) | (0.12) | |||
| Total Adjustments | (0.55) | 0.42 | (0.51) | |||
| Adjusted diluted EPS | $ | 0.19 | $ | (0.12) | $ | 0.41 |
| Reconciliation of Free Cash Flow | ||||||
| Three Months Ended March 31, | Three Months Ended | |||||
| 2023 | 2022 | December 31, 2022 | ||||
| Net cash provided by (used in) operating activities | $ | (63,080) | $ | (51,813) | $ | 171,179 |
| Capital expenditures | (62,734) | (47,045) | (65,084) | |||
| Free cash flow | $ | (125,814) | $ | (98,858) | $ | 106,095 |
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Noble Corporation plc First Quarter 2023 Earnings Conference Call May 4th, 2023
Disclaimer Forward-Looking Statements This presentation and the conference call to which it pertains contains “forward-looking statements” about Noble Corporation plc’s (“Noble” or the “Company”) business, financial performance and position, contracts and prospects. Words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might,“ “on track,” "plan," "project," "should," "shall," “target,” and "will" and similar expressions are intended to be among the statements that identify forward-looking statements. Statements regarding strategic rationale, sustainability and innovation expectations, offshore macro supply and demand perspectives, cash taxes, free cash flow and Adjusted EBITDA potential and projections, return of capital policy, contract backlog, financial position, capital structure, fleet strategy and rig reactivation expectations, integration synergy realization and related costs to achieve, bidding activity, rig demand, contract commencements and durations, expectations and pressures regarding dayrates, impact of future regulations, fleet condition, capabilities or performance, industry fundamentals, shareholder value, 2023 financial guidance, capital expenditures expectations, capital allocation framework, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to risk, uncertainties and assumption surrounding the continued integration of Maersk Drilling, actions by regulatory authorities or other third parties, market conditions, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions, the future price of oil and gas and other factors detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. The Company disclaims any duty to update the information presented here. With respect to our capital allocation policy, distributions to shareholders are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend will be proposed or declared. Non-GAAP Measures This presentation includes certain financial measures that we use to describe the Company's performance that are not in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The non-GAAP information presented herein provides investors with additional useful information but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. The Company defines "Adjusted EBITDA" as income (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; pre-petition charges; merger and integration costs; reorganization items, net; certain corporate legal matters; and depreciation and amortization expense. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. The Company defines net debt as indebtedness minus cash and cash equivalents; free cash flow as cash flow from operations minus capital expenditures; adjusted EBITDA margin as adjusted EBITDA divided by total revenues; and leverage as net debt divided by annualized adjusted EBITDA from the most recently reported quarter. The Company defines Annualized Adjusted EBITDA in the fourth quarter of 2023 as the expected Adjusted EBITDA for the fourth quarter of 2023, multiplied by four. Additionally, 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 for-ward-looking GAAP financial measure without unreasonable effort. 2
Summary Strong start to 2023, with Q1 Adjusted EBITDA of $138M (despite further delays to Globetrotter I’s contract start in Mexico, now expected mid-May) $1.1B in new contracts during March-May CEA expansion in Guyana, Noble Valiant in the US GOM, Noble Discoverer in Colombia, Noble Tom Prosser in Malaysia 2023 Guidance Unchanged Global Refinancing successfully completed in April $600M of new 8.0% senior unsecured notes due 2030 and $550M revolver commitments maturing 2028 3
First Quarter Financial Highlights Adjusted EBITDA $138M $157M Capital expenditures $63M $65M Free cash flow ($126M) $106M Net debt $334M $197M Backlog $4.6B $3.9B Liquidity $736M $1.1B Adjusted EBITDA margin 1 23% 25% Leverage 0.6x 0.3x 4 Prior quarter figures for Q4 2022 shown below 1) Adjusted EBITDA margin defined as Adjusted EBITDA divided by Total Revenue
Current Backlog Stands at $4.6 Billion 900 600 0 300 1,200 1,500 785 1,264 20242023 2025 2026 2027 1,320 856 423 Floaters Jackups 72% 44% 22% 12%27% Percentage of available days committed1 Backlog ($M) and Contract Coverage 1) Committed days on total marketed fleet, excluding cold stacked rigs, per 5/3/23 fleet status 5
Deepwater Fleet Overview 2023 2024 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Pacific Meltem (7g dual BOP) – cold stacked Noble Discoverer (6g) Noble Valiant (7g dual BOP) Noble Venturer (7g dual BOP) Noble Bob Douglas (7g dual BOP) Noble Sam Croft (7g dual BOP) Noble Viking (7g) Noble Gerry de Souza (6g dual BOP) Noble Faye Kozack (7g dual BOP) Noble Tom Madden (7g dual BOP) Noble Developer (6g) Noble Globetrotter I (6g) Noble Voyager (7g dual BOP) Noble Stanley Lafosse (7g dual BOP) Noble Globetrotter II (6g) Pacific Scirocco (6g) – cold stacked DRILLSHIPS Noble Don Taylor (7g dual BOP) Noble Deliverer (6g) SEMISUBMERSIBLES Firm contracts, excluding options, per 5/3/23 fleet status Recent Highlights • Tom Madden, Sam Croft, Don Taylor, and Bob Douglas: 6.3 years of total backlog added under the Commercial Enabling Agreement (CEA) with ExxonMobil in Guyana, expected to extend all four rigs from Q4 2025 to Q2 2027. • Discoverer: one exploration well with Ecopetrol in Colombia scheduled for Q4. • Valiant: Kosmos contract in Q3 reassigned to Valiant from Faye Kozak; next, contracted for one well in the US GOM with an undisclosed operator, expected to commence in October 2023. 6
Jackup Fleet Overview 2023 2024 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 HARSH ENVIRONMENT Noble Reacher (CJ50) Noble Integrator (CJ70) Noble Resilient (CJ50) ULTRA HARSH ENVIRONMENT Noble Resolve (CJ50) Noble Mick O’Brien (JU-3000N) Noble Highlander (JU-2000E) Noble Interceptor (CJ70) Noble Resolute (CJ50) Noble Intrepid (CJ70) Noble Regina Allen (JU-3000N) Noble Invincible (CJ70) Noble Innovator (CJ70) Noble Tom Prosser (JU-3000N) Firm contracts, excluding options, per 5/3/23 fleet status Recent Highlights • Tom Prosser: two new contracts in Malaysia representing an estimated 650 total days.. 7
Financial Overview ($ millions) Quarter End 3/31/2023 Quarter End 12/31/2022 Revenue 610 623 Adjusted EBITDA 138 157 margin % 23% 25% Net Income 108 135 Diluted EPS 0.74 0.92 Cash flow from operations (63) 171 Cash paid for capital expenditures 63 65 Free cash flow (126) 106 Net debt 1 334 197 Leverage 2 0.6x 0.3x Liquidity 3 736 1,130 1) Net debt defined as total indebtedness minus cash and cash equivalents. 2) Leverage ratio defined as net debt divided by annualized Adjusted EBITDA for the period. 3) Pro forma 3/31/2023 liquidity includes $186 million cash and new $550 million revolving credit facility. Non-GAAP to GAAP reconciliations provided on page 10. 8
2023 Guidance (unchanged) Revenue 2,350 - 2,550 Adjusted EBITDA 725 - 825 Capital expenditures, net 325 - 365 $ millions 9
Appendix: Reconciliation to GAAP Measures 10
