First quarter 2025
The world's most sophisticated harsh environment offshore fleet
This is Northern Ocean
Northern Ocean Ltd. ("Northern Ocean" or the "Company") owns and operates two of the world's newest and most capable harsh-environment semi-submersible drilling rigs - Deepsea Bollst and Deepsea Mira- both ideally suited for operations across all major offshore basins.
With a modern fleet, completed capex programs, and strong commercial and operational execution, the company is well-positioned to benefit from a tightening supply of high-end rigs and an expected increase in long-term demand.
The company's strategic approach has delivered results: Northern Ocean has secured a solid contract backlog with blue-chip clients, while maintaining flexibility to pursue high-value opportunities.
Near-term priorities include securing new contracts for Deepsea Mira, continued focus on operational efficiency and cost control, and preparing for refinancing -all aimed at enhancing earnings and unlocking long-term value for shareholder.
First quarter 2025 | 3
Our Assets
Deepsea Miar and Deepsea Bollst are two of the world's most advanced drilling rigs. They are both based on the Moss Maritime CS60 design, capacity of drilling in water depth of up to 10,000 feet, NCS compliant and fully winterized making them capable of drilling in all harsh environment areas globally.
First quarter 2025 | 4
CEO letter
Dear Shareholders,
The first quarter of 2025 marked a strong operational start to the year for Northern Ocean, with significant milestones achieved across our fleet. These accomplishments reflect our continued focus on operational excellence, financial discipline and long-term value creation.
Operational HighlightsDeepsea Bollsta successfully completed its well for Chevron ahead of schedule and below budget, delivering superior drilling performance. The rig then commenced mobilization to the Norwegian Continental Shelf for its one-well contract with OMV and long-term contract with Equinor. The mobilization continued into Q2 and was completed according to plan. On 9 May, Deepsea Bollsta safely resumed operations in Norway and received its Acknowledgement of Compliance (AoC)- a major milestone made possible by the outstanding efforts of our team and rig manager, Odfjell Drilling.
Deepsea Mira continued its operations offshore Namibia under contract with TotalEnergies SE, maintaining solid drilling performance and achieving record KPIs during the quarter. During Q2, Deepsea Mira successfully completed its drilling campaign and began demobilization and BOP maintenance in preparation for future work in the region. Our marketing efforts remain fully engaged, and we expect Deepsea Mira to remain in the region for the remainder of 2025. Looking ahead, we see increasing activity across West Africa into 2026 with several majors eying the opening of drilling in South Africa and continued campaigns in Namibia. We continue to build strong local partnerships to support long-term presence and contract opportunities.
Financial Position and Organizational RestructuringWhile no major financing activities were undertaken in Q1, we continue to benefit from the strengthened financial position established in 2024. During the quarter, Northern Ocean initiated a significant organizational restructuring, including the strategic closure of our Dublin office and a targeted reduction in workforce. These actions are designed to streamline operations, reduce our cost base, and enhance long-term efficiency. The restructuring is expected to be largely completed during Q2, with the full financial impact anticipated in the second half of the year.
These measures reflect our commitment to maintain a lean and agile organization, ensuring long-term economic sustainability, and ultimately creating lasting value for our shareholders
OutlookWe remain focused on:
Securing new contracts for Deepsea Mira
Maintaining high operational standards across the fleet
Realizing the full benefits of our cost optimization efforts
Preparing for future refinancing to enhance capital efficiency
The demand for high-specification rigs in harsh environments remains encouraging, and we are well-positioned to capitalize on emerging opportunities.
Thank you for your continued trust and support.
Sincerely
Arne Jacobsen CEO
First quarter 2025 | 5
Results
In the first quarter, operating revenue was $58.1 million, down from $65.4 million in the previous quarter. This decrease primarily reflects the lower number of operational days for the Deepsea Bollstain the quarter, 30 days in total.
Total operating expenses were $54.4 million, a decrease from $65.2 million in the previous quarter, mainly due to the Deepsea Bollstahas reduced operational days and direct costs associated with mobilization of its Norwegian contracts being deferred.
During the quarter the Company invoiced $16.9 million in mobilization fee and
$6.1 million in modification fee from Equinor Energy AS, a subsidiary of Equinor ASA (together "Equinor"). This is part of the fees to be received for the mobilization of Deepsea Bollstato the Norwegian Continental Shelf.
Administrative expenses amounted to $2.6 million, compared to $2.2 million in the previous quarter.
Interest expense decreased to $15.1 million from $15.4 million in the previous quarter, reflecting decreases in the effective federal funds rate.
Foreign exchange gains were $0.7 million, compared to gains of $1.2 million in the previous quarter.
The net loss from continuing operations after taxes in the first quarter was $11.2 million, compared to a loss of $13.8 million in the previous quarter. The basic and diluted loss per share for the first quarter was $0.04, compared to a loss of $0.05 in the previous quarter.
First quarter 2025 | 6
Company Update
Operations The Deepsea Miraremained in operation under its contract with a subsidiary of TotalEnergies SE in Namibia during first quarter. During Q2,Deepsea Mira successfully completed its drilling campaign and began demobilization and BOP maintenance in preparation for future work in the region. In January 2025, the Deepsea Bollstacompleted operations in Namibia under a one-well contract with a subsidiary of Chevron Corporation. Following completion, the rig started mobilization to Norway for its one-well contract with OMV Norge AS ( OMV ) and long-term contract with Equinor. On 9 May, Deepsea Bollsat resumed operations in Norway and received its Acknowledgement of Compliance. The OMV contract has a firm duration of 54 to 99 day,s it contributes approximately $23 to $42 million to the Companyè s firm backlog. Following the work with OMV theDeepsea Bollstawill commence a long term contract with Equinor. The contract, that is expected to start in the second half of 2025, includes a firm two-year period with five optional one-year extensions, which added approximately $335 million in firm backlog and an additional $80 million for client-specific upgrades, integrated services and mobilization from Namibia to Norway. The Company is continuing to cut cost and during first quarter the Company initiated a significant organizational restructuring, including closure of its operations in Dublin, Ireland. This is to further streamline its operation, reduce its cost base and enhance long-term efficiency. At the date of this report, the Company s total firm backlog is estimated to be approximately $355 to $374 million.First quarter 2025 _ 7
Forward Looking Statements
The Company's activities are subject to significant risks and uncertainties that can have an adverse effect on the Company's business, financial condition, results of operations and cash flow. See Note 1 to the unaudited condensed consolidated financial statements.
This report contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates, sometimes identified by the words "believes", "expects", "intends", "plans", "estimates" and similar expressions. The forward-looking statements contained in this report, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. The Company does not provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor does the Company accept any responsibility for the future accuracy of the opinions expressed in the presentation or the actual occurrence of the forecasted developments. No obligations are assumed to update any forward-looking statements or to confirm these forward-looking statements to actual results.
The Board of Directors and the Chief Executive Officer Northern Ocean Ltd.
Hamilton, Bermuda 29 May, 2025
First quarter 2025 | 8
252,615 10,912 333 |
263,860 |
206,316 10,809 49,929 7,011 274,065 |
(10,205) |
2,679 (56,300) 610 (41) |
(63,257) |
(2,400) |
(65,657) |
(0.23) |
Quarters | Full Year | |||||
(in thousands of $) | Note | Q1 2025 | Q4 2024 | Q1 2024 | 2024 | |
Contract revenue | 3 | 55,613 | 62,850 | 81,746 | ||
Reimbursable revenue | 2,373 | 2,474 | 3,448 | |||
Other income | 82 | 30 | 182 | |||
Total operating revenues | 58,068 | 65,354 | 85,376 | |||
Rig operating expenses | 4 | 35,998 | 46,959 | 66,067 | ||
Reimbursable expenses | 2,346 | 2,773 | 3,201 | |||
Depreciation | 13,414 | 13,333 | 11,647 | |||
Administrative expenses | 2,606 | 2,157 | 1,720 | |||
Total operating expenses | 54,364 | 65,222 | 82,635 | |||
Net operating gain (loss) | 3,704 | 132 | 2,741 | |||
Interest income | 409 | 599 | 450 | |||
Interest expense | (15,076) | (15,359) | (12,520) | |||
Foreign exchange gain | 663 | 1,228 | 809 | |||
Other financial expenses | (2) | - | (39) | |||
Net loss from continuing operations before taxes | (10,302) | (13,400) | (8,559) | |||
Tax charge | (940) | (425) | (1,076) | |||
Net loss from continuing operations | (11,242) | (13,825) | (9,635) | |||
Basic and diluted loss from continuing operations per share ($) | (0.04) | (0.05) | (0.05) |
First quarter 2025 | 9
& onsolidated Statements of & omprehensiY e , ncome
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) irst T uarter _
Consolidated Balance Sheets (in thousands of $) Note Q1 2025 2024
ASSETS | |||
Short-term assets | |||
Cash and cash equivalents | 58,000 | 42,751 | |
Restricted cash | 7 | 152 | 138 |
Related party receivables | 60 | - | |
Accounts receivable, net | 34,760 | 47,410 | |
Unbilled receivables | 1,975 | 7,556 | |
Short-term portion of deferred costs | 4,553 | 2,200 | |
Material and supplies, net | 921 | 344 | |
Other current assets | 9 | 2,505 | 1,973 |
Right-of-use assets under operating leases | 80 | 128 | |
Total short-term assets | 103,006 | 102,500 | |
Long-term assets | |||
Drilling units | 8 | 933,754 | 929,049 |
Fixtures and fittings | 18 | 18 | |
LT Deferred Assets | 11,058 | - | |
Total long-term assets | 944,830 | 929,067 | |
Total assets | 1,047,836 | 1,031,567 | |
LIABILITIES AND EQUITY | |||
Short-term liabilities | |||
Short-term portion of long-term debt | 11 | 22,437 | 14,950 |
Other current liabilities | 10 | 47,694 | 47,861 |
Short-term portion of deferred revenue | 6,817 | 3,970 | |
Related party payables | - | 54 | |
Lease dilapidations | 5 | 5 | |
Related party debt | 12 | - | - |
Obligations under operating leases | 64 | 112 | |
Total short-term liabilities | 77,017 | 66,952 | |
Long-term liabilities | |||
Long-term debt | 11 | 276,695 | 284,006 |
Long-term deferred revenue | 18,866 | 2,605 | |
Long-term related party debt | 12 | 240,232 | 231,840 |
Total long-term liabilities | 535,793 | 518,451 | |
Commitments and contingencies Total equity | 435,026 | 446,164 | |
Total liabilities and equity | 1,047,836 | 1,031,567 | |
See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
First quarter 2025 | 11
Consolidated Statements of Cash Flows Quarters Full Year
(in thousands of $) | Q1 2025 | Q4 2024 | Q1 2024 | 2024 |
NET LOSS | (11,242) | (13,825) | (9,636) | (65,657) |
Adjustment to reconcile net (loss) income to net cash used in | ||||
operating activities; | ||||
Amortization of deferred charges | 177 | 181 | 71 | 504 |
Amortization of deferred costs | 2,200 | 6,264 | 20,305 | 33,337 |
Amortization of deferred revenue | (3,888) | (4,358) | (11,002) | (19,073) |
Depreciation | 13,414 | 13,333 | 11,647 | 49,929 |
Compensation cost | 205 | 205 | - | 273 |
Unrealized foreign exchange loss (gain) | (103) | (57) | 360 | 56 |
Accrued demobilization income | (752) | (752) | - | (752) |
Accrued demobilization costs | 878 | 878 | - | 878 |
Change in operating assets and liabilities; | ||||
Receivables | 12,651 | (22,642) | (4,125) | (6,022) |
Unbilled receivables | 6,333 | (3,926) | 1,006 | (284) |
Other current assets | (1,109) | 3,196 | 598 | 136 |
Right-of-use assets under operating leases | 48 | 48 | 47 | 2 |
Additions to deferred costs | (15,612) | (7,793) | - | (8,464) |
Additions to deferred revenue | 22,995 | 7,191 | - | 8,191 |
Other current liabilities | (1,042) | (9,378) | (7,286) | (12,684) |
Related party balances | (115) | 67 | 35 | 186 |
Obligations under operating leases | (48) | (48) | (34) | 6 |
Net cash provided by (used in) operating activities | 24,990 | (31,416) | 1,986 | (19,438) |
First quarter 2025 | 12
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◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻ ◻
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See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
◻ irst ◻ uarter ◻ ◻ ◻ ◻ ◻ ◻ ◻
Consolidated Statements of Changes in Equity (in thousands of $ except number of shares) Q1 2025 2024
Number of shares outstanding Balance at beginning of period Shares issued | 303,215,392 - | 182,677,107 120,538,285 |
Balance at end of period | 303,215,392 | 303,215,392 |
Share capital | ||
Balance at beginning of period | 151,608 | 91,339 |
Shares issued | - | 60,269 |
Balance at end of period | 151,608 | 151,608 |
Additional paid in capital | ||
Balance at beginning of period | 580,214 | 565,613 |
Shares issued | - | 14,328 |
Stock options | 206 | 273 |
Balance at end of period | 580,420 | 580,214 |
Accumulated other comprehensive income (loss) | ||
Balance at beginning of period | (53) (110) | |
Other comprehensive income | (103) 56 | |
Balance at end of period | (156) (54) | |
Retained deficit | ||
Balance at beginning of period | (285,604) (219,947) | |
Net loss | (11,242) (65,657) | |
Balance at end of period | (296,846) (285,604) | |
Total equity | 435,026 | 446,164 |
See accompanying notes that are an integral part of these unaudited condensed consolidated financial statements.
First quarter 2025 | 14
Notes NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-
GENERAL
Northern Ocean Ltd. ("Northern Ocean" or the "Company") owns and operates two modern harsh-environment semi-submersible drilling rigs, with the primary purpose of providing offshore drilling services for the oil and gas industry in harsh environments worldwide.
As of the date of this report, the Company owns Deepsea Mira and Deepsea Bollsta.
The Deepsea Mira remained in operation under its contract with a subsidiary of TotalEnergies SE in Namibia during first quarter. During Q2, Deepsea Mira successfully completed its drilling campaign and began demobilization and BOP maintenance in preparation for future work in the region.
In January 2025, the Deepsea Bollsta completed operations in Namibia under a one-well contract with a subsidiary of Chevron Corporation. Following completion, the rig started mobilization to Norway for its one-well contract with OMV Norge AS ("OMV") and long-term contract with Equinor Energy AS, a subsidiary of Equinor ASA (together "Equinor"). On 9 May, Deepsea Bollsta resumed operations in Norway and received its Acknowledgement of Compliance.
The OMV contract has a firm duration of 54 to 99 days, it contributes approximately $23 to $42 million to the Company's firm backlog.
Following the work with OMV the Deepsea Bollsta will commence a long term contract with Equinor. The contract, that is expected to start in the second half of 2025, includes a firm two-year period with five optional one-year extensions, which added approximately $335 million in firm backlog and an additional $80 million for client-specific upgrades, integrated services and mobilization from Namibia to Norway.
-
BASIS OF ACCOUNTING
The unaudited condensed consolidated financial statements are stated in accordance with generally accepted accounting principles in the United States of America. The unaudited condensed consolidated financial statements do not include all of the disclosures required in annual and interim consolidated financial statements and should be read in conjunction with the Company's audited financial statements for the year ended 31 December 2024.
Going concern assumptionThese consolidated financial statements are prepared under the going concern assumption.
As the Deepsea Mira currently has no firm backlog, the Group's financial position is reliant on securing additional drilling contracts for the rig. This situation potentially gives rise to substantial doubt regarding the Group's ability to continue as a going concern. In the absence of new contract awards, the Group will need to rely on loan amendments, new financing arrangements, and/or equity issuances to meet its loan obligations and working capital requirements over the next twelve months. However, the Board remains confident that a solution will be reached.
First quarter 2025 | 15
-
REVENUE FROM CONTRACTS WITH CUSTOMERS
The following table provides information about composition of contract revenue:
Dayrate revenue(in thousands of $)
Quarters
Q1 2025
Q4 2024
Q1 2024
Dayrate revenue
48,101
53,417
68,131
Amortization of deferred revenue
3,861
4,331
10,975
Accrued demobilization revenue
1,044
3,152
-
Other
2,607
1,950
2,640
Contract revenue
55,613
62,850
81,746
Dayrate revenue earned from the Deepsea Bollsta and Deepsea Mira drilling contracts.
Amortization of deferred revenueThe Company may receive fees from its customers for the mobilization of rigs. These activities are not considered to be distinct within the context of the contract and therefore, where these fees are known and probable the associated revenue is allocated to the overall performance obligation and recognized ratably over the initial firm term of the related drilling contract.
The following table provides information about the composition of amortization of deferred revenue:
(in thousands of $) Q1 2025
Balance at beginning of period
3,861
Additions to deferred revenue
22,995
Amortization of deferred revenue
(3,861)
Balance at beginning of period
22,995
Short-term deferred revenue
6,707
Long-term deferred revenue
16,288
Note the deferred revenue assets in the balance sheet also contain funds received from the Norwegian government as a grant, due to the Deepsea Mira being equipped with systems which reduce NOx emissions. The grant is being amortized over the estimated useful life of the Deepsea Mira, resulting in annual amortization of circa $110 thousand. At the date of this report $2.7 million is held as deferred revenue in relation to the NOx grant, split between short-term and long-term.
Accrued demobilization revenueThe Company may receive fees from its customers for the demobilization of our rigs. These activities are not considered to be distinct within the context of the contract and therefore, where these fees are known and probable the associated revenue is allocated to the overall performance obligation and recognized ratably over the initial firm term of the related drilling contract.
The following table provides information about the composition of the accrued demobilization revenue:
Other(in thousands of $)
Q1 2025
Balance at beginning of period
752
Accrual of demobilization revenue
Demobilization payments received
1,044
(1,796)
Balance at the end of period
-
Short-term accrued revenue
Long-term accrued revenue
-
-
This balance consists of operational excellence bonuses and add-on revenue. The costs associated with the add-on revenue are included within rig operating expenses (detailed in Note 4).
First quarter 2025 | 16
-
RIG OPERATING EXPENSES
The following table provides information about the composition of rig operating expenses:
QuartersDaily operating expenses(in thousands of $)
Q1 2025
Q4 2024
Q1 2024
Daily operating expenses
28,259
30,647
41,040
Maintenance projects
3,689
2,873
811
Amortization of deferred costs
2,200
6,264
20,305
Accrued demobilization costs
522
4,248
-
Other
1,328
2,927
3,911
Rig operating expenses
35,998
46,959
66,067
This category includes the costs associated with the daily operations of the rigs. The notable constituents of the daily operating expenses are the expenses for offshore personnel, repairs and maintenance (excluding maintenance projects referred to below), onshore support services, catering costs and management fees payable to Odfjell Drilling.
Included in daily operating expenses are incremental costs associated with providing customers with add-on services for which the commercial terms differ from those services provided on a reimbursable basis. The costs and the associated revenue for these services are reported on a gross basis under rig operating expenses and contract revenue respectively.
Maintenance projectsMaintenance projects which are considered non-recurring and with an individual cost in excess of $100,000 are not considered to be indicative of the ordinary daily running costs of our operations and have been disaggregated from daily operating expenses. These projects are either preventive or corrective in nature.
Amortization of deferred costsCertain direct and incremental costs incurred for upfront preparation, initial mobilization and modifications of the contracted rigs represent costs of fulfilling a contract as they relate directly to a contract and enhance resources that will be used in satisfying performance obligations. Such costs are deferred and amortized ratably to rig operating expenses as services are rendered over the initial term of the related drilling contract.
The following table provides information about the deferred costs to fulfill a contract with customers;
(in thousands of $) Q1 2025
Accrued demobilization costsBalance at beginning of period
2,200
Cost additions
15,611
Amortization
(2,200)
Balance at the end of period
15,611
Short-term deferred costs
4,553
Long-term deferred costs
11,058
Certain direct and incremental costs incurred for the decommissioning, relocation, and final demobilization of contracted rigs represent costs of fulfilling a contract, as they relate directly to a contract and are necessary to conclude operations and transition the rig. Such costs are accrued and recognized ratably as rig operating expenses over the remaining term of the related drilling contract or as incurred upon contract completion.
First quarter 2025 | 17
The following table provides information about the accrued costs to fulfill a contract with customers;
(in thousands of $) Q1 2025
OtherBalance at beginning of period
878
Accrual of demobilization costs
522
Demobilization costs incurred
(1,400)
Balance at the end of period
-
Short-term accrued costs
-
Long-term accrued costs
-
Balance primarily consists of withholding tax expenses payable in Namibia and the Republic of the Congo, as well as the cost of the Company's operational department.
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INCOME TAXES
Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, the Company will be exempted from taxation until 31 March, 2035.
Other jurisdictionsThe Company has subsidiaries, which are incorporated in the Marshall Islands and are not subject to income tax. Certain of the Company's subsidiaries and branches in Norway, Ireland, Namibia and the U.S. are subject to income tax in their respective jurisdictions.
Deferred taxDeferred tax assets and liabilities are based on temporary differences that arise between carrying values of assets and liabilities used for financial reporting
purposes and amounts used for taxation purposes and the future tax benefits of tax loss carry forwards.
The Company does not have any unrecognized tax benefits, material accrued interest or penalties relating to income taxes.
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EARNINGS PER SHARE
The computation of basic earnings per share is calculated by dividing the net loss attributable to the Company by the weighted average number of shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net income attributable to the Company by the weighted average number of shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. If in the period there is a loss then any dilutive potential ordinary shares have been excluded from the calculation of diluted loss per share, as their effect would be anti-dilutive.
The components of the numerator and the denominator in the calculation are as follows:
Q1 2025Net loss (in thousands of $)
(11,242)
Weighted average number of ordinary shares (in thousands)
303,215
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RESTRICTED CASH
As of 31 March 2025, restricted cash of $0.2 million consists of funds held for an NIS guarantee and payroll taxes.
First quarter 2025 | 18
DRILLING UNITS
Movements in the carrying value of drilling units in the three months ended 31 March 2025, are summarized as follows:
(in thousands of $) | Cost | Accumulated depreciation | Net carrying value |
Balance at 31 December 2024 | 1,103,489 | (174,440) | 929,049 |
Additions | 18,119 | - | 18,119 |
Retirement of assets | (900) | 900 | - |
Depreciation | - | (13,414) | (13,414) |
Balance at 31 March 2025 | 1,120,708 | (186,954) | 933,754 |
9. OTHER CURRENT ASSETS | |
Other current assets as of 31 March 2025, are summarized as follows: | |
(in thousands of $) | |
Deposit held | 35 |
VAT receivable | 1,549 |
Other | 921 |
Other current assets | 2,505 |
Other
This category principally consist of prepayments for insurance and operational costs.
OTHER CURRENT LIABILITIES
Other current liabilities as of 31 March 2025, are summarized as follows:
(in thousands of $)
Accounts payable
8,436
Accrued administrative expense
1,623
Accrued operating expense
16,350
Other payables
12,047
Accrued interest expense
5,244
VAT liability
3,994
Other current liabilities
47,694
Other payables
Other payables primarily consist of withholding and corporate taxes due to the Namibian tax authorities.
First quarter 2025 | 19
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DEBT
Debts due to non-related parties as of 31 March 2025, are summarized as follows:
(in thousands of $)
U.S. dollar denominated floating rate debt:
Term loan facility - Deepsea Mira
126,923
Term loan facility - Deepsea Bollsta
134,615
Revolving loan facility - Deepsea Mira and Deepsea Bollsta
38,462
Total debt - gross of deferred charges
300,000
Short-term portion of debt issuance costs
(63)
Long-term portion of debt issuance costs
(805)
Total debt - net of deferred charges
299,132
Short-term debt
22,437
Long-term debt
276,695
Total debt - net of deferred charges
299,132
The outstanding debt to non-related parties as of 31 March 2025, is repayable as follows:
(in thousands of $)
Year 1
22,500
Year 2
277,500
Year 3
-
Year 4
-
Year 5
-
Thereafter
-
Total outstanding debt
300,000
The Company remains in compliance with all covenants specified in its bank debt agreements.
At the beginning of the year, the Company held a $300.0 million loan facility with a consortium of banks. The bank facility has no amortization requirements until July 2025, with $7.5 million per quarter thereafter, and a final maturity date in June 2026.
Assets pledged(in thousands of $)
Drilling units 933,754
Deferred charges
(in thousands of $)
Debt arrangement fees
2,080
Accumulated amortization
(1,212)
Total deferred charges
868
First quarter 2025 | 20
RELATED PARTY DEBT
As of 31 March 2025, debt due to related parties is summarized as follows:
(in thousands of $)
$ denominated floating rate debt:
$215.0 million credit loan facility
240,232
Total debt
240,232
Short-term debt
-
Long-term debt
240,232
Total debt
240,232
At the start of the year, the Company held a single $215.0 million facility. The facility requires no amortization and has a final maturity date in December 2026.
The Company is in compliance with the covenants set out in the agreement with Sterna Finance Ltd. ("Sterna").
SHARE CAPITAL
There were no changes to the Company's share capital during the first quarter of 2025.
As of 31 March 2025, the Company continues to have 303,215,392 fully paid common shares outstanding and authorized share capital of $968,098,811, divided into 1,936,197,622 common shares of a par value of $0.50 each.
FAIR VALUES
The carrying value and estimated fair value of the Company's financial instruments as of 31 March 2025, are as follows:
(in thousands of $)
value
value
Assets:
Cash and cash equivalents
58,000
58,000
Restricted cash
128
128
Liabilities:
Floating rate debt
299,132
298,440
Long-term related party debt
240,232
245,537
The Company also has the option to convert cash interest payments into Payment-In-Kind ("PIK") interest at a pre-agreed premium, which it utilized in December 2024. and March 2025, increasing the principal balance of this facility from $215 million to $240.2 million.
The outstanding debt as of 31 March 2025, is repayable as follows: (in thousands of $)
Year 1 -
Year 2 240,232
Year 3 -
Year 4 -
Year 5 -
Thereafter -
240,232
Carrying
Fair
First quarter 2025 | 21
The estimated fair values of financial assets and liabilities are as follows:
Fair(in thousands of $)
value
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
58,000
58,000
-
-
Restricted cash
128
128
-
-
Liabilities:
Floating rate debt
298,440
-
-
298,440
Long-term related party debt 245,537 - - 245,537
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents - the carrying values in the balance sheet approximate fair value.
Restricted cash - the carrying value in the balance sheet approximates fair value.
Floating rate debt (being total debt less the carrying value of deferred charges) - the fair value has been determined using level 3 inputs being the discounted expected cash flows of the outstanding debt.
Long-term related party debt - the fair value has been determined using level 3 inputs being the discounted expected cash flows of the outstanding debt.
-
RELATED PARTY TRANSACTIONS
Hemen Holdings Ltd. ("Hemen"), a Cyprus holding company, was the Company's largest shareholder as at 31 March 2025. The Company currently transacts, or has previously transacted, with the following related parties, being companies in which Hemen, or companies affiliated with Hemen, have a significant interest:
Sterna;
Front Ocean Management Ltd. and Front Ocean Management AS (together "Front Ocean");
Frontline Management (Bermuda) Ltd. ("Frontline");
Seatankers Management Co. Ltd. and STM Cyprus Ltd. (together "Seatankers");
Northern Drilling Ltd. ("NODL").
Sterna transactionsSee related party debt (Note 12).
Frontline, Front Ocean and Seatankers transactionsThe Company and its subsidiaries have received treasury, accounting, corporate secretarial and advisory services from these entities and were charged $0.0 million in the three months ended 31 March, 2025 (2024: $0.3 million).
NODL transactionsIn 2025, the Company continued to provide management services to NODL and charged $0.1 million in the three months ended 31 March, 2025 (2024: $0.2 million).
First quarter 2025 | 22
-
COMMITMENTS AND CONTINGENCIES
As of 31 March 2025, the Company had ongoing capital commitments for the remaining work related to the renewal of certificates for blowout preventers (BOPs) for both rigs, as well as the Deepsea Bollsta's remaining activities for the 5-yearly Special Periodical Survey and preparations for the upcoming Equinor contract.
-
SHARE BASED COMPENSATION
In the third quarter of 2024, the Company granted a total of 9,500,000 share options to members of management. As of 31 March 2025, all of these options were outstanding and remained unvested. The options have a weighted average exercise price of NOK 12.00 and a weighted average remaining contractual term of 1.4 years.
- SUBSEQUENT EVENTS
On 9 May, Deepsea Bollsta resumed operations in Norway and received its Acknowledgement of Compliance.
During Q2 2025, Deepsea Mira successfully completed its drilling campaign with TotalEnergies SE and began demobilization and BOP maintenance in preparation for future work in the West Africa region.
Investor contact:
Arne Jacobsen, Chief Executive Officer
+ 971 55 639 0860
Jonas Ytreland, Chief Financial Officer
+47 994 65 550
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