ne-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________________________________


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

_____________________________________________________________________________________________________

Commission file number: 001-41520

Noble Corporation plc

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________________


England and Wales						98-1644664
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)

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

_____________________________________________________________________________________________________

_______________________________________________________________________________________________

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
Tranche 1 Warrants of Noble Corporation plc	NE WS	New York Stock Exchange
Tranche 2 Warrants of Noble Corporation plc	NE WSA	New York Stock Exchange

_____________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☑ No ☐

Number of shares outstanding at July 26, 2024: Noble Corporation plc - 142,918,712

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2024 and 2023

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2024 and 2023

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3

Quantitative and Qualitative Disclosures about Market Risk

Item 4

Controls and Procedures

PART II

OTHER INFORMATION

Item 1

Legal Proceedings

Item 1A

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 5

Item 6

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	162,852	$	360,794
Accounts receivable, net	637,034		548,844
Taxes receivable	67,577		39,845
Prepaid expenses and other current assets	119,402		112,265
Total current assets	986,865		1,061,748
Intangible assets	4,356		10,128
Property and equipment, at cost	4,853,998		4,591,936
Accumulated depreciation	(640,185)		(467,600)
Property and equipment, net	4,213,813		4,124,336

Other assets	382,100		311,225
Total assets	$	5,587,134	$	5,507,437
LIABILITIES AND EQUITY
Current liabilities

Accounts payable	$	340,161	$	395,165
Accrued payroll and related costs	68,179		97,313
Taxes payable	56,128		56,420
Interest payable	10,887		10,707
Other current liabilities	161,643		82,075
Total current liabilities	636,998		641,680
Long-term debt	622,051		586,203
Deferred income taxes	7,772		11,416
Noncurrent contract liabilities	2,241		50,863
Other liabilities	333,070		296,035
Total liabilities	1,602,132		1,586,197
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $0.00001 par value; 142,903,508 and 140,773,750 ordinary shares outstanding as of June 30, 2024, and December 31, 2023, respectively	1		1
Additional paid-in capital	3,338,030		3,377,048
Retained earnings	643,918		541,159
Accumulated other comprehensive income (loss)	3,053		3,032
Total shareholders’ equity	3,985,002		3,921,240
Total liabilities and equity	$	5,587,134	$	5,507,437

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating revenues
Contract drilling services	$	660,710	$	606,180	1,273,135		$	1,181,470
Reimbursables and other	32,134		32,355		56,793		67,119
	692,844		638,535		1,329,928		1,248,589
Operating costs and expenses
Contract drilling services	335,854		362,533		725,721		724,322
Reimbursables	23,331		24,796		41,011		50,802
Depreciation and amortization	90,770		71,324		177,468		141,266
General and administrative	39,669		32,352		65,630		62,389
Merger and integration costs	10,618		22,452		19,949		34,083
(Gain) loss on sale of operating assets, net	(17,357)		—		(17,357)		—
Hurricane losses and (recoveries), net	—		15,934		—		19,478
	482,885		529,391		1,012,422		1,032,340
Operating income (loss)	209,959		109,144		317,506		216,249
Other income (expense)
Interest expense, net of amounts capitalized	(11,996)		(14,662)		(29,540)		(31,534)

Gain (loss) on extinguishment of debt, net	—		(26,397)		—		(26,397)
Interest income and other, net	(8,183)		(2,940)		(12,918)		(914)
Income (loss) before income taxes	189,780		65,145		275,048		157,404
Income tax benefit (provision)	5,228		671		15,441		16,475
Net income (loss)	$	195,008	$	65,816	$	290,489	$	173,879

Per share data
Basic:
Net income (loss)	$	1.37	$	0.48	$	2.04	$	1.27
Diluted:
Net income (loss)	$	1.34	$	0.45	$	1.99	$	1.19

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	195,008	$	65,816	$	290,489	$	173,879
Other comprehensive income (loss)


Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), net of tax provision (benefit) of $10 and zero for the three months ended June 30, 2024 and 2023, respectively, and $10 and $2,436 for the six months ended June 30, 2024 and 2023, respectively.	50		41		21		(2,145)

Other comprehensive income (loss), net	50		41		21		(2,145)
Comprehensive income (loss)	$	195,058	$	65,857	$	290,510	$	171,734

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net income (loss)	$	290,489	$	173,879
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization	177,468		141,266
Amortization of intangible assets and contract liabilities, net	(42,850)		(84,737)

(Gain) loss on extinguishment of debt, net	—		26,397
(Gain) loss on sale of operating assets, net	(17,357)		—
Deferred income taxes	(47,039)		(57,179)
Amortization of share-based compensation	14,327		18,854
Other costs, net	(5,766)		5,404
Changes in components of working capital and other operating activities:
Change in taxes receivable	(30,994)		(20,284)
Net changes in other operating assets and liabilities	(102,798)		(55,520)
Net cash provided by (used in) operating activities	235,480		148,080
Cash flows from investing activities
Capital expenditures	(307,651)		(169,530)
Proceeds from insurance claims	8,528		—
Proceeds from disposal of assets, net	(690)		—
Net cash provided by (used in) investing activities	(299,813)		(169,530)
Cash flows from financing activities
Issuance of debt	—		600,000
Borrowings on credit facilities	35,000		—

Repayments of debt	—		(673,411)
Debt extinguishment costs	—		(25,697)
Debt issuance costs	—		(24,914)
Warrants exercised	282		102
Share repurchases	—		(70,000)
Dividend payments	(116,581)		—
Taxes withheld on employee stock transactions	(53,627)		(8,355)
Net cash provided by (used in) financing activities	(134,926)		(202,275)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(199,259)		(223,725)
Cash, cash equivalents, and restricted cash, beginning of period	367,745		485,707
Cash, cash equivalents, and restricted cash, end of period	$	168,486	$	261,982

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


	Shares			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Balance	Par Value
Balance at March 31, 2024	142,816	$	1	$	3,331,161	$	578,858	$	3,003	$	3,913,023
Employee related equity activity
Amortization of share-based compensation	—	—		6,789		—		—		6,789
Issuance of share-based compensation shares	6	—		—		—		—		—
Shares withheld for taxes on equity transactions	—	—		(196)		—		—		(196)
Warrants exercised	82	—		276		—		—		276

Dividends	—	—		—		(129,948)		—		(129,948)
Net income (loss)	—	—		—		195,008		—		195,008
Other comprehensive income (loss), net	—	—		—		—		50		50
Balance at June 30, 2024	142,904	$	1	$	3,338,030	$	643,918	$	3,053	$	3,985,002

Balance at December 31, 2023	140,774	$	1	$	3,377,048	$	541,159	$	3,032	$	3,921,240
Employee related equity activity
Amortization of share-based compensation	—	—		14,327		—		—		14,327
Issuance of share-based compensation shares	2,048	—		—		—		—		—
Shares withheld for taxes on equity transactions	—	—		(53,627)		—		—		(53,627)
Warrants exercised	82	—		282		—		—		282

Dividends	—	—		—		(187,730)		—		(187,730)
Net income (loss)	—	—		—		290,489		—		290,489
Other comprehensive income (loss), net	—	—		—		—		21		21
Balance at June 30, 2024	142,904	$	1	$	3,338,030	$	643,918	$	3,053	$	3,985,002

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED

(In thousands)

(Unaudited)


	Shares			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Balance	Par Value
Balance at March 31, 2023	138,623	$	1	$	3,348,852	$	353,993	$	1,461	$	3,704,307
Employee related equity activity
Amortization of share-based compensation	—	—		9,203		—		—		9,203
Issuance of share-based compensation shares	7	—		—		—		—		—
Shares withheld for taxes on equity transactions	—	—		(28)		—		—		(28)
Warrants exercised	4	—		81		—		—		81
Share repurchases	(1,550)	—		—		(60,000)		—		(60,000)

Net income (loss)	—	—		—		65,816		—		65,816
Other comprehensive income (loss), net	—	—		—		—		41		41
Balance at June 30, 2023	137,084	$	1	$	3,358,108	$	359,809	$	1,502	$	3,719,420

Balance at December 31, 2022	134,681	$	1	$	3,347,507	$	255,930	$	3,647	$	3,607,085
Employee related equity activity
Amortization of share-based compensation	—	—		18,854		—		—		18,854
Issuance of share-based compensation shares	447	—		—		—		—		—
Shares withheld for taxes on equity transactions	—	—		(8,355)		—		—		(8,355)
Warrants exercised	3,776	—		102		—		—		102
Share repurchases	(1,820)	—		—		(70,000)		—		(70,000)

Net in

SEC Form 10-Q filed by Noble Corporation plc A