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CALGARY, AB, Nov. 5, 2024 /PRNewswire/ – Boardwalk Real Estate Investment Trust BEI

SUMMARY HIGHLIGHTS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2024

• STRONG FINANCIAL PERFORMANCE
  FOR THE 3 MONTH PERIOD ENDED SEPTEMBER 30, 2024

• • Funds From Operations (“FFO”) of $1.11 per Unit⁽¹⁾⁽²⁾; an increase of 15.6% from Q3 2023
  • Profit of $55.4 million
  • Net Operating Income (“NOI”) of $100.2 million; an increase of 15.6% from Q3 2023
  • Same Property⁽³⁾ Net Operating Income (“Same Property NOI”) of $99.2 million; an increase of 13.5% from Q3 2023
  • Operating Margin of 65.3%; 260 basis point (bps) improvement from Q3 2023

FOR THE 9 MONTH PERIOD ENDED SEPTEMBER 30, 2024

• • FFO of $3.10 per Unit⁽¹⁾⁽²⁾; an increase of 17.4% from the same period a year ago
  • Profit of $522.3 million
  • NOI of $283.3 million; an increase of 15.6% from the same period a year ago
  • Same Property Net Operating Income (“Same Property NOI”) of $282.4 million; an increase of 13.7% from the same period in the prior year
  • Operating Margin of 63.3%; 260 basis point (bps) improvement from the same period in the prior year
    
    
• SAME PROPERTY RENTAL REVENUE GROWTH IN Q3 2024
  • Q3 2024 same property sequential quarterly rental revenue growth of 2.6% from the prior quarter
  • Q3 2024 same property rental revenue growth of 9.5% from a year ago
  • Occupancy of 98.6% in Q3 2024; an increase of 18 basis points from Q3 2023
    
    
• AFFORDABLE HOUSING REMAINS IN HIGH DEMAND
  • Rents in Alberta remain some of the most affordable amongst major cities in Canada
  • Occupied rent of $1,493 in September of 2024, a $105 improvement from December 2023
  • November 2024 preliminary occupancy of 98.0%
  • New leasing spreads of 10.4% in Alberta in September 2024
  • Renewal leasing spreads of 8.4% in Alberta in September 2024

• STRONG AND FLEXIBLE BALANCE SHEET
  • Approximately $413.7 million of total available liquidity at the end of the quarter
  • 96% of Boardwalk’s mortgages carry CMHC-insurance
  • Unitholders’ Equity of $4.8 billion
  • Fair value capitalization rate of 5.09%, an increase of 4 bps from Q4 2023
  • Net Asset Value increase to $94.64 per Unit⁽¹⁾⁽²⁾, primarily a result of higher market rental rates in the Trust’s non-price controlled markets
  • Debt to EBITDA⁽¹⁾ of 10.31x, compared to 11.02x for the year ended December 31, 2023
  • Debt to Total Assets⁽¹⁾ of 40.1%, compared to 43.2% for the year-ended December 31, 2023
    
    
• UPDATE TO 2024 FINANCIAL GUIDANCE 
  • Revised FFO range of $4.15 to $4.23 per Unit⁽¹⁾⁽²⁾
  • Same Property NOI growth range of +12.5% to +14.5%
    
    
• DISTRIBUTION OF $1.44 PER TRUST UNIT ON AN ANNUALIZED BASIS CONFIRMED FOR THE MONTHS OF DECEMBER 2024, JANUARY 2025, AND FEBRUARY 2025 

Boardwalk Real Estate Investment Trust (“Boardwalk”, the “REIT” or the “Trust”) today announced its financial results for the third quarter of 2024.

Sam Kolias; Chairman and Chief Executive Officer of Boardwalk REIT commented:

“We are pleased to report on another very strong quarter with significant growth in Net Operating Income and Funds From Operations per Unit. Our FFO per Unit of $1.11 during the third quarter represents an improvement of 15.6% from the prior year. We continue to make progress on improving our balance sheet as our cash flows improve and we de-lever organically, providing greater flexibility to compound growth further through the Trust’s value add capital program and accretive external growth opportunities. Occupied rents in the Trust’s largest market of Edmonton remain amongst the most affordable compared to asking rents in major centers in Canada and household incomes.

We remain focused on delivering a sustainable win-win outcome for all members of our Boardwalk Family Forever, which includes our Resident Members, Associates, Investors, external partners and other stakeholders. We are truly better together and we would like to thank all of our stakeholders who are instrumental in creating the best communities where love always lives.

We continue to work collaboratively with our community and policymakers and welcome the opportunity to further advance the best solutions for affordable housing for Canadians. As housing affordability over the last several years has become more challenging, Boardwalk remains committed to the long-term sustainability of our communities through our strategic self-moderation of positive rent adjustments. Recently, the federal government released its 2025-2027 Immigration Levels Plan, aimed to better balance population growth to more sustainable levels when looked at over a longer period of time. Relative to other provinces, Alberta is expected to be less impacted by the new Immigration Levels Plan due to its strong interprovincial migration and lower concentration of non-permanent residents as a percentage of the population.

Across various cycles, we have seen consistent demand for affordable housing. Our repositioning investments in many of our communities, and Resident Member-focused approach and proven platform positions us well to continue as the community provider of choice for Canadians. As we look forward, we remain confident in continuing our track record of delivering strong results for our Boardwalk Family Forever.”

THIRD QUARTER FINANCIAL HIGHLIGHTS

In Q3 2024, same property operating margin increased compared to the same period in the prior year as the Trust’s same property rental revenue growth remained strong. The Trust anticipates further improvement in its operating margin throughout the remainder of 2024 as a result of continued strong revenue growth and execution of various cost containment initiatives.

The Trust’s fair value of its investment properties as at September 30, 2024 increased from year end, primarily attributable to an increase in market rents driven by strong market conditions. The Trust’s stabilized capitalization rate (“Cap Rate”) of 5.09% for Q3 2024 remained the same as the prior quarter. The Cap Rate ranges utilized continue to be in line with recently published third party quarterly Cap Rate reports.

SOLID OPERATIONAL RESULTS

The Trust retained high occupancy during Q3 2024 by focusing on retention and by leveraging its vertically-integrated operating platform to limit time to complete unit turnovers.  Positive market rent adjustments were implemented in some communities where rental market fundamentals were strong during the high volume summer leasing season.  Average occupied rent increased sequentially, and when compared to the same period a year ago, as the Trust focuses on reducing or eliminating incentives on lease renewals, leasing at market rents for new leases and adjusting market rents in communities where appropriate.

For the third quarter of 2024, same property rental revenue increased 9.5% while same property total rental expense increased by 2.6%, resulting in same property NOI growth of 13.5% in comparison to the same quarter prior year. Same property rental expenses increased primarily due to higher wages and salaries and repairs and maintenance from inflation and higher property taxes.

During the third quarter of 2024, lower incentives along with positive market rent adjustments and lower utilities from water restrictions that were in effect from the City of Calgary, supported Boardwalk’s Calgary portfolio increase in same property NOI of 16.6% in comparison to the same quarter prior year. The positive revenue growth was partially offset by an increase in wages and salaries and repairs and maintenance costs.

In Edmonton, NOI growth was 15.6% for the third quarter of 2024 compared to the same period in the prior year. The overall growth was driven by lower vacancy loss and incentives, and higher market rents. The overall positive increase was partially offset by higher wages and salaries, utilities, building repairs and maintenance costs, and property taxes.

Saskatchewan’s market continues to be strong with the Trust’s portfolio in the region realizing 15.9% same property NOI growth in the third quarter of 2024 versus the same period last year, as a result of strong same property revenue growth due to lower incentives as well as market rent increases, partially offset by higher wages and salaries, building repairs and maintenance, and property taxes.

In Ontario, NOI growth was 7.7% in the third quarter of 2024 compared to the third quarter of 2023. The mark-to-market opportunity on turnover contributed to same property rental revenue growth of 6.4%, which was partially offset by increases in wages and salaries, building repairs and maintenance costs, bad debts expense, and property taxes.

In Quebec, NOI growth was 6.6% compared to the same quarter in the prior year.  The overall growth was driven by increases in occupied rents along with higher occupancy rates, as well as lower insurance premiums relative to the previous year.

In British Columbia, higher market rents compared to the prior year, and a same property total rental expense decrease of 5.0%, resulted in same property NOI growth of 7.7% in the third quarter of 2024 compared to the third quarter of 2023.

As shown in our updated guidance further in this release, Boardwalk remains well positioned for continued revenue growth and NOI growth in 2024.

STRONG LIQUIDITY POSITION

In the third quarter of 2024, Boardwalk renewed $25.6 million of its maturing mortgages at a weighted average interest rate of 4.19% while extending the term of these mortgages by an average of 5.1 years.

For the remainder of 2024, the Trust anticipates $186.6 million of mortgages payable maturing with an average in-place interest rate of 3.14% and will continue to renew these mortgages as they mature.  Current market 5 and 10-year CMHC financing rates are estimated to be approximately 3.70% and 4.10%, respectively. To date, the Trust has renewed or forward-locked the interest rate on $352.8 million or 81.4% of its maturing mortgages in 2024 at an average interest rate of 4.29% and an average term of 5.8 years. The Trust remains well positioned with a laddered maturity schedule within its mortgage program, a disciplined capital allocation program and continued use of CMHC funding, which decreases the renewal risk on its existing mortgages.

UPDATE TO 2024 FINANCIAL GUIDANCE

Boardwalk’s current outlook for the remainder of 2024 is for ongoing growth across its portfolio as demand for affordable multi-family housing remains strong.  The Trust anticipates outsized revenue and NOI growth in its non-price-controlled markets on a year-over-year basis, as a result of strong performance year-to-date and ongoing positive leasing spreads throughout the remainder of 2024. The Trust’s consistent revenue and disciplined operating cost control performance through the first three quarters of 2024 provides for an increase to the bottom end and tightening of its guidance range for the year as follows:

The reader is cautioned that this information is forward-looking and actual results may vary from those forecasted.  The Trust reviews the assumptions used to derive its forecast quarterly, and based on this review, may adjust its outlook accordingly.

THIRD QUARTER REGULAR MONTHLY DISTRIBUTION ANNOUNCEMENT

The Trust has confirmed its monthly cash distribution for the months of December 2024, January 2025, and February 2025 as follows:

In line with Boardwalk’s distribution policy of maximum re-investment, the Trust’s payout ratio remains conservative at 32.2% of Q3 2024 FFO; and 32.8% of the last 12 months FFO. 

Boardwalk’s regular monthly distribution provides a stable and attractive yield for the Trust’s Unitholders.

ESG REPORT

The Trust is committed to environmental, social and governance (“ESG”) objectives and initiatives, including working towards reducing greenhouse gas emissions and electricity and natural gas consumption, water conservation, waste minimization, and a continued focus on governance and oversight.  Boardwalk published its fifth annual ESG report in April.  The ESG report is available digitally on the Trust’s website.

FINANCIAL INFORMATION

Boardwalk produces quarterly financial statements and management’s discussion and analysis that provides detailed information regarding the Trust’s activities during the quarter. Financial information is available on Boardwalk’s investor website at www.bwalk.com/investors.

TELECONFERENCE ON THIRD QUARTER 2024 FINANCIAL RESULTS

Boardwalk invites you to participate in the teleconference that will be held to discuss these results tomorrow (November 6, 2024) at 1:00 pm Eastern Time (11:00 am Mountain Time). Senior management will speak to the period’s results and provide an update. Presentation materials will be made available on Boardwalk’s investor website at www.bwalk.com/investors prior to the call.

Teleconference: To join the conference call without operator assistance, you may register and enter your phone number at https://emportal.ink/3XTW8Vw  to receive an instant automated call back.

Alternatively, you can also dial direct to be entered into the call by an operator using the traditional conference call instructions below.

The telephone numbers for the conference are 437-900-0527 (local/international callers) or toll-free 1-888-510-2154 (within North America).

Note: Please provide the operator with the below Conference Call ID or Topic when dialing in to the call.
Conference ID: 84448
Topic: Boardwalk Real Estate Investment Trust, 2024 Third Quarter Results

Webcast: Investors will be able to listen to the call and view Boardwalk’s slide presentation by visiting www.bwalk.com/investors prior to the start of the call.

An information page will be provided for any software needed and system requirements.  The webcast and slide presentation will also be available at:

Boardwalk REIT Third Quarter Results Webcast Link

Replay: An audio recording of the teleconference will be available on the Trust’s website:
www.bwalk.com/investors 

CORPORATE PROFILE

Boardwalk REIT strives to be Canada’s friendliest community provider and is a leading owner/operator of multi-family rental communities. Providing homes in more than 200 communities, with over 34,000 residential suites totaling over 29 million net rentable square feet, Boardwalk has a proven long-term track record of building better communities, where love always lives^tm.  Our three-tiered and distinct brands: Boardwalk Living, Boardwalk Communities, and Boardwalk Lifestyle, cater to a large diverse demographic and has evolved to capture the life cycle of all Resident Members. Boardwalk’s disciplined approach to capital allocation, acquisition, development, purposeful re-positioning, and management of apartment communities allows the Trust to provide its brand of community across Canada creating exceptional Resident Member experiences. Differentiated by its peak performance culture, Boardwalk is committed to delivering exceptional service, product quality and experience to our Resident Members who reward us with high retention and market leading operating results, which in turn, lead to higher free cash flow and investment returns, stable monthly distributions, and value creation for all our stakeholders.

Boardwalk REIT’s Trust Units are listed on the Toronto Stock Exchange, trading under the symbol BEI.UN.  Additional information about Boardwalk REIT can be found on the Trust’s website at www.bwalk.com/investors.

PRESENTATION OF NON-GAAP MEASURES

Non-GAAP Financial Measures

Boardwalk believes non-GAAP financial measures are meaningful and useful measures of real estate organizations operating performance, however, are not measures defined by IFRS.  As they do not have standardized meanings prescribed by IFRS, they therefore may not be comparable to similar measurements presented by other entities and should not be construed as an alternative to IFRS defined measures.  Below are the non-GAAP financial measures referred to in this news release.

Funds From Operations

The IFRS measurement most comparable to FFO is profit.  Boardwalk REIT considers FFO to be an appropriate measurement of the performance of a publicly listed multi-family residential entity as it is the most widely used and reported measure of real estate investment trust performance.  Profit includes items such as fair value changes of investment property that are subject to market conditions and capitalization rate fluctuations which are not representative of recurring operating performance.  Consistent with REALPAC, we define FFO as adjustments to profit for fair value gains or losses, distributions on the LP Class B Units, gains or losses on the sale of the Trust’s investment properties, depreciation, deferred income tax, and certain other non-cash adjustments, if any, but after deducting the principal repayment on lease liabilities and adding the principal repayment on lease receivable.  The reconciliation from profit under IFRS to FFO can be found below.  The Trust uses FFO to assess operating performance and its distribution paying capacity, determine the level of Associate incentive-based compensation, and decisions related to investment in capital assets.  To facilitate a clear understanding of the combined historical operating results of Boardwalk REIT, management of the Trust believes FFO should be considered in conjunction with profit as presented in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2024 and 2023.

Adjusted Funds From Operations

Similar to FFO, the IFRS measurement most comparable to AFFO is profit.  Boardwalk REIT considers AFFO to be an appropriate measurement of a publicly listed multi-family residential entity as it measures the economic performance after deducting for maintenance capital expenditures to the existing portfolio of investment properties.  AFFO is determined by taking the amounts reported as FFO and deducting what is commonly referred to as “Maintenance Capital Expenditures”. Maintenance Capital Expenditures are referred to as expenditures that, by standard accounting definition, are accounted for as capital in that the expenditure itself has a useful life in excess of the current financial year and maintains the value of the related assets.  The reconciliation of AFFO can be found below.  The Trust uses AFFO to assess operating performance and its distribution paying capacity, and decisions related to investment in capital assets.

Adjusted Real Estate Assets

The IFRS measurement most comparable to Adjusted Real Estate Assets is investment properties.  Adjusted Real Estate Assets is comprised of investment properties, equity accounted investment, loan receivable, and cash and cash equivalents.  Adjusted Real Estate Assets is useful in summarizing the real estate assets owned by the Trust and it is used in the calculation of NAV, which management of the Trust believes is a useful measure in estimating the entity’s value.  The reconciliation from Investment Properties under IFRS to Adjusted Real Estate Assets can be found on the following page, under NAV.

Adjusted Real Estate Debt

The IFRS measurement most comparable to Adjusted Real Estate Debt is total mortgage principal outstanding. Adjusted Real Estate Debt is comprised of total mortgage principal outstanding, total lease liabilities attributable to land leases, and construction loan payable.  It is useful in summarizing the Trust’s debt which is attributable to its real estate assets and is used in the calculation of NAV, which management of the Trust believes is a useful measure in estimating the entity’s value.  The reconciliation from total mortgage principal outstanding under IFRS to Adjusted Real Estate Debt can be found below under NAV.

Adjusted Real Estate Debt, net of Cash

Adjusted Real Estate Debt, net of Cash, is most directly comparable to the IFRS measure of total mortgage principal outstanding.  Adjusted Real Estate Debt, net of Cash is comprised of the sum of total mortgage principal outstanding, total lease liabilities attributable to land leases, and construction loan payable, then reduced by cash and cash equivalents. It is useful in summarizing the Trust’s debt which is attributable to its real estate assets and is used in the calculation of Debt to EBITDA.

Net Asset Value

The IFRS measurement most comparable to NAV is Unitholders’ Equity.  With real estate entities, NAV is the total value of the entity’s investment properties and cash minus the total value of the entity’s debt.  The Trust determines NAV by taking Adjusted Real Estate Assets and subtracting Adjusted Real Estate Debt, which management of the Trust believes is a useful measure in estimating the entity’s value.  The reconciliation from Unitholders’ Equity under IFRS to Net Asset Value is below.

Non-GAAP Ratios

The discussion below outlines the non-GAAP ratios used by the Trust.  Each non-GAAP ratio has a non-GAAP financial measure as one or more of its components, and, as a result, do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar financial measurements presented by other entities.  Non-GAAP financial measures should not be construed as alternatives to IFRS defined measures.

FFO per Unit, AFFO per Unit, and NAV per Unit

FFO per Unit includes the non-GAAP financial measure FFO as a component in the calculation.  The Trust uses FFO per Unit to assess operating performance on a per Unit basis, as well as determining the level of Associate incentive-based compensation.

AFFO per Unit includes the non-GAAP financial measure AFFO as a component in the calculation.  The Trust uses AFFO per Unit to assess operating performance on a per Unit basis and its distribution paying capacity.

NAV per Unit includes the non-GAAP financial measure NAV as a component in the calculation.  Management of the Trust believes it is a useful measure in estimating the entity’s value on a per Unit basis, which an investor can compare to the entity’s Trust Unit price which is publicly traded to help with investment decisions.

FFO per Unit and AFFO per Unit, are calculated by taking the non-GAAP ratio’s corresponding non-GAAP financial measure and dividing by the weighted average Trust Units outstanding for the period on a fully diluted basis, which assumes conversion of the LP Class B Units and vested deferred units determined in the calculation of diluted per Trust Unit amounts in accordance with IFRS.

NAV per Unit is calculated as NAV divided by the Trust Units outstanding as at the reporting date on a fully diluted basis which assumes conversion of the LP Class B Units and vested deferred units outstanding.

Debt to EBITDA

Debt to EBITDA is calculated by dividing Adjusted Real Estate Debt, net of Cash by consolidated EBITDA.  The Trust uses Debt to EBITDA to understand its capacity to pay off its debt.

Debt to Total Assets

Debt to Total Assets is calculated by dividing Adjusted Real Estate Debt by Total Assets.  The Trust uses Debt to Total Assets to determine the proportion of assets which are financed by debt.

FFO per Unit Future Financial Guidance

FFO per Unit Future Financial Guidance is calculated as FFO Future Financial Guidance divided by the estimated weighted average Trust Units and LP Class B Units outstanding throughout the year.   Boardwalk REIT considers FFO per Unit Future Financial Guidance to be an appropriate measurement of the estimated future financial performance based on information currently available to management of the Trust at the date of this news release.

AFFO per Unit Future Financial Guidance

AFFO per Unit Future Financial Guidance is calculated as AFFO Future Financial Guidance divided by the estimated weighted average Trust Units and LP Class B Units outstanding throughout the year.  Boardwalk REIT considers AFFO per Unit Future Financial Guidance to be an appropriate measurement of the estimated future profitability based on information currently available to management of the Trust at the date of this news release.

FFO Payout Ratio

FFO Payout Ratio represents the REIT’s ability to pay distributions.  This non-GAAP ratio is computed by dividing regular distributions paid on the Trust Units and LP Class B Units by the non-GAAP financial measure of FFO.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Information in this news release that is not current or historical factual information may constitute forward-looking statements and information (collectively, “forward-looking statements”) within the meaning of securities laws.  The use of any of the words “expect”, “anticipate”, “may”, “will”, “should”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements.  Forward-looking statements contained in this press release include Boardwalk’s financial guidance for fiscal 2024, Boardwalk’s ability to accelerate organic growth in 2024, expected distributions for December 2024, January 2025, and February 2025, expectations regarding mortgages payable maturing and its intention to renew these mortgages, Boardwalk’s commitment to its capital allocation strategy, accretive capital recycling opportunities, strengthening its long-term development plan in Victoria, BC, and Boardwalk’s commitment to ESG initiatives. Implicit in these forward-looking statements, particularly in respect of Boardwalk’s objectives for its current and future periods, Boardwalk’s strategies to achieve those objectives, as well as statements with respect to management’s beliefs, plans, estimates, assumptions, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations are estimates and assumptions subject to risks and uncertainties, including those described in its Management’s Discussion & Analysis of Boardwalk under the heading “Risks and Risk Management”, which could cause Boardwalk’s actual results to differ materially from the forward-looking statements contained in this news release. Specifically, Boardwalk has made assumptions surrounding the impact of economic conditions in Canada and globally, Boardwalk’s future growth potential, prospects and opportunities, interest costs, access to equity and debt capital markets to fund (at acceptable costs), the future growth program to enable the Trust to refinance debts as they mature, the availability of purchase opportunities for growth in Canada, the impact of accounting principles under IFRS, general industry conditions and trends, changes in laws and regulations including, without limitation, changes in tax laws, increased competition, the availability of qualified personnel, fluctuations in foreign exchange or interest rates, and stock market volatility. These assumptions, although considered reasonable by the Trust at the time of preparation, may prove to be incorrect.

This news release also contains future-oriented financial information and financial outlook information (collectively “FOFI”) about Boardwalk’s same property NOI growth, FFO per Unit, and AFFO per Unit guidance for fiscal 2024. Boardwalk has included the FOFI for the purpose of providing further information about the Trust’s anticipated future business operation.

For more exhaustive information on the risks and uncertainties in respect of forward-looking statements and FOFI you should refer to Boardwalk’s Management’s Discussion & Analysis and Annual Information Form for the year ended December 31, 2023 under the headings “Risks and Risk Management” and “Challenges and Risks”, respectively, which are available at www.sedarplus.ca. Forward-looking statements and FOFI contained in this news release are made as of the date of this news release and are based on Boardwalk’s current estimates, expectations and projections, which Boardwalk believes are reasonable as of the current date.  You should not place undue importance on forward-looking statements or FOFI and should not rely upon forward-looking statements or FOFI as of any other date.  Except as required by applicable law, Boardwalk undertakes no obligation to publicly update or revise any forward-looking statement or FOFI, whether a result of new information, future events, or otherwise.

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SOURCE Boardwalk Real Estate Investment Trust

• Closed Diamond acquisition on September 4th
• Increased capital return program with additional share repurchase authorization of $400 million
• Repurchased 6.9 million of shares in Q3 2024, $0.50 per share dividend declared for Q4 2024, bringing total FY 2024 cash returns to shareholders to over $525 million, including Q4 dividend
• Q3 Net Income of $61 million, Diluted Earnings Per Share of $0.40, Adjusted EBITDA of $291 million, net cash provided by operating activities of $284 million, and Free Cash Flow of $165 million
• Q4 2024 Guidance provided as follows: Total Revenue $850 to $890 million, Adjusted EBITDA $275 to $305 million, Capital Additions (net of reimbursements) $105 to $135 million

SUGAR LAND, Texas, Nov. 5, 2024 /PRNewswire/ — Noble Corporation plc NENOBLE “, Noble”, or the “, Company”, )) today reported third quarter 2024 results.

Robert W. Eifler, President and Chief Executive Officer of Noble Corporation plc, stated “We are excited to have closed on the Diamond acquisition during the third quarter, enabling us to start capturing the value from the transaction earlier than expected. Our strategy of pursuing rational and accretive growth in the high-end deepwater segment toward an ultimate objective of maximizing cash returns to shareholders is yielding tangible results, as evidenced by robust third quarter free cash flow and a sector leading dividend and buyback program. Despite a more muted near-term demand environment than we had envisioned coming into this year, Noble is uniquely well positioned to deliver customer and shareholder value through various market conditions.“

Third Quarter Results
Contract drilling services revenue for the third quarter of 2024 totaled $764 million compared to $661 million in the second quarter of 2024, with the sequential increase driven primarily by an approximate four weeks of contribution from the legacy Diamond fleet. Marketed fleet utilization was 82% in the three months ended September 30, 2024, compared to 78% in the previous quarter. Contract drilling services costs for the third quarter of 2024 were $434 million, up from $336 million for the second quarter of 2024, with the sequential increase driven by the legacy Diamond fleet and partially offset by lower contract preparation and mobilization expenses. Net income decreased to $61 million in the third quarter of 2024, down from $195 million in the second quarter of 2024, and Adjusted EBITDA increased to $291 million in the third quarter of 2024, up from $271 million in the second quarter of 2024. Net cash provided by operating activities in the third quarter of 2024 was $284 million, net capital expenditures were $119 million, and free cash flow (non-GAAP) was $165 million.

Balance Sheet, Capital Allocation, and Increased Shareholder Return Authorization
The Company’s balance sheet as of September 30, 2024, reflected total debt principal value of approximately $2.0 billion and cash (and cash equivalents) of $392 million.

The Company repurchased approximately 6.9 million shares in the third quarter for $250 million, bringing total repurchases executed under the original $400 million program to $360 million. On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million, subject to any applicable shareholder approval limits. This 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.

On November 5, 2024, Noble’s Board of Directors approved an interim quarterly cash dividend on our ordinary shares of $0.50 per share for the fourth quarter of 2024. The $0.50 dividend is expected to be paid on December 19, 2024, to shareholders of record at close of business on December 5, 2024. The Company intends to continue to pay dividends on a quarterly basis, and the fourth quarter dividend represents $2.00 on an annualized basis. Future quarterly dividends and other shareholder returns will be subject to, amongst other things, approval by the Board of Directors and may be modified as market conditions dictate.

Operating Highlights and Backlog
Noble’s marketed fleet of twenty-five floaters was 81% contracted during the third quarter (including nine marketed floaters from the legacy Diamond fleet on a partial quarter basis from September 4, 2024), compared with 78% in the prior quarter. Industry leading edge dayrates for tier-1 drillships remain in the mid $400,000s to low $500,000s per day range. Contract fixtures for lower specification floaters have been limited in 2024, and are expected to reflect a softer utilization environment throughout 2025 due to continuing white space risk that is impacting all floater segments.

Utilization of Noble’s thirteen marketed jackups improved to 83% in the third quarter, compared with 77% in the prior quarter. Leading edge harsh environment jackup dayrates remain in the mid $200,000s per day in Norway and $130,000 to $150,000 per day in the rest of the North Sea. The Northern Europe jackup market continues to indicate potential for a slight demand improvement in Norway for 2025, while policy and permitting factors present potential headwinds for the Southern North Sea.

Subsequent to last quarter’s earnings press release, ExxonMobil Guyana awarded an additional 4.8 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 Q2 2027 to Q3 2028. Additionally, the Ocean Endeavor has been awarded an additional 130 days with Shell in the UK North Sea.

Noble’s current backlog as of November 5, 2024 stands at $6.2 billion.

Outlook
For the fourth quarter of 2024, Noble is providing guidance as follows: Total revenue in the range of $850 to $890 million; Adjusted EBITDA in the range of $275 to $305 million, and capital additions (net of reimbursements) in the range of $105 to $135 million.

Commenting on Noble’s outlook, Mr. Eifler stated, “We remain encouraged by the high level of tangible contract opportunities in our commercial pipeline which is expected to drive a backlog inflection sometime next year. In the meantime, Noble is poised to generate robust cash flow amid sub-optimal utilization over the near term. We remain committed to returning essentially all free cash flow to shareholders and are pleased to announce a second $400 million share repurchase authorization.“

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. The unavailable information could have a significant effect on Noble’s fourth quarter 2024 GAAP financial results.

Conference Call
Noble will host a conference call related to its third quarter 2024 results on Wednesday, November 6th, 2024, at 8:00 a.m. U.S. Central Time. Interested parties may dial +1 800-715-9871 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 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.

Dividend Details and Return of Capital Disclaimers
Dividends payable to Noble shareholders will generally be paid in U.S. dollars (USD). However, holders of shares in the form of share entitlements admitted to trading on NASDAQ Copenhagen will receive an equivalent dividend payment in Danish krone (DKK) as determined by the exchange rate on a specified date. The holders of such share entitlements bear the risk of fluctuations in USD and DKK exchange rates.

On October 22, 2024, the Board of Directors approved a share repurchase program of up to $400 million commencing immediately after completion of the prior $400 million share repurchase. All shares purchased under the share repurchase programs are cancelled. The share repurchase programs take place within the limitations of the general authority previously granted by shareholders, or any authorization to be granted at a future general meeting of the Company. As of today, the repurchase programs do not have fixed expirations, and may be modified, suspended or discontinued at any time. The programs do not obligate the Company to acquire any particular amount of shares.

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, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including those regarding future guidance, including revenue, adjusted EBITDA, the offshore drilling market and demand fundamentals, realization and timing of integration synergies, costs, the benefits or results of acquisitions or dispositions such as the acquisition of Diamond Offshore Drilling, Inc. (the “Diamond Transaction”), free cash flow expectations, capital expenditures, capital additions, capital allocation expectations, including planned dividends and share repurchases, contract backlog, rig demand, expected future contracts, anticipated contract start dates, major project schedules, dayrates and duration, any asset sales, access to capital, fleet condition and utilization, timing and amount of insurance recoveries and 2024 financial guidance. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “target,” “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. Risks and uncertainties include, but are not limited to, those 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, including, but not limited to, risks related to the recently completed Diamond Transaction, including the risk that the benefits of the transaction may not be fully realized or may take longer to realize than expected. 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. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks 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 or buyback program will be declared or continued.

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) adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; amortization of intangible assets and contract liabilities, net; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating 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. 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. Similar to Adjusted EBITDA, we believe these measures help identify underlying trends that could otherwise be masked by the effect of the non-recurring items we exclude in the measure.

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. We believe Free Cash Flow is useful to investors because it measures our ability to generate or use cash. Once business needs and obligations are met, this cash can be used to reinvest in the company for future growth or to return to shareholders through dividend payments or share repurchases. We may have certain obligations such as non-discretionary debt service that are not deducted from the measure. Such business needs, obligations, and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses including return of capital.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management team for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

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 costs, 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.