NOBLE CORPORATION REPORTS SECOND QUARTER 2022 RESULTS

·17 min read
Cision
  • 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)