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NorAm Drilling AS
Annual Report • May 28, 2025
3673_10-k_2025-05-28_e658ea78-2271-4052-bafc-56037e36116b.pdf
Annual Report
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ANNUAL REPORT 2024
NORAM DRILLING AS
Contents
| General Information |
3 |
|---|---|
| Accounting and Auditing | 3 |
| NorAm Drilling Group | 4 |
| Board of Directors' Report 20 2 4 |
5 |
| Financial Statements 202 4 |
1 4 |
| Note Disclosures | 1 8 |
| Auditors Report | 2 7 |
General Information
This report contains forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by the use of forward-looking terminology such as "believes", "experts", "predicts", "may", "will continue", "should", "would be", "seeks" or "anticipates" or similar expressions or comparable terminology, or by discussions of plans, intentions and strategy.
Such forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise. The Company or its officers assumes no obligation that such expectations will prove to be correct. These forward-looking statements are subject to risks and uncertainties that could cause actual results to vary materially from such forward-looking statements.
Accounting and Auditing
NorAm Drilling AS is audited by KPMG Norway. The accounting is outsourced to Amesto Business Partner, Norway.
NorAm Drilling Company performs its own accounting.
Alternative Performance Measurement (APM)
In the report we refer to the APM ADJUSTED EBITDA; Earnings Before Interest, Tax, Depreciation and Amortization and noncash stock compensation expenses.
THIS IS NORAM DRILLING GROUP
NorAm Drilling AS ("the Group", "NorAm" or "the Company") owns and operates a quality rig portfolio of "super spec" advanced high-end AC driven rigs tailored for the drilling of horizontal wells in the US land drilling market. These rigs are designed to combine the cost efficiency of a compact rig with the versatility of different rig classes, enabling the rigs to cover a broad range of wells for both liquids and gas.
The Company was established in 2007, and at year-end 2024 the Group's fleet consisted of 11 "super spec" rigs located in the Permian Basin.
The Company Structure
The parent company NorAm Drilling AS owns 100% of NorAm Drilling Company, Texas Corp., a US-based drilling contractor, located in Houston, Texas.
NorAm Drilling Company owns all eleven rigs and is financed through a combination of equity investments and intercompany loans, at arm's length terms, from its parent. NorAm Drilling Company is staffed with competent, local personnel that perform all aspects of a contract drilling company. The assets of NorAm Drilling AS consists mainly of shares in and loans to its US subsidiary.
Our Offices
NorAm Drilling AS head office is in Oslo, Norway. The office is located at Bryggegata 3, 0112 Oslo, Norway.
NorAm Drilling Company is headquartered in Houston, Texas. NorAm Drilling Company has yard facilities in Odessa, Texas.
Organization and Operations
Marty Jimmerson has served as Chief Executive Officer and Chief Financial Officer since joining the Company in January 2017. Thomas Taylor has served as Chief Operating Officer since November 2014 and has been with the Company for 14 years. Mr. Jimmerson and Mr. Taylor fulfil their roles for both NorAm Drilling AS and NorAm Drilling Company.
The executive team is supported with a complement of business development, safety, operations (including electricians, mechanics and equipment specialists) and accounting functions. Each rig is supported by crews that work on 2-week hitches. Each hitch is staffed with crews working 12-hour shifts. The rig is managed by a rig manager and each shift is typically staffed with a minimum of a driller, derrickman, motorman and two floormen.
Board of Director's Report
Nature of the business activities and where conducted
NorAm Drilling AS (herein called "Company") and its subsidiaries (herein called "Group") were established on February 19, 2007.
NorAm Drilling AS owns 100% of NorAm Drilling Company, a Texas corporation (collectively referred to as "NorAm" or the "Company" herein). NorAm owns and operates a quality rig portfolio of "super spec" advanced high-end AC driven rigs tailored for the drilling of horizontal wells in the US land drilling market. As of May 28, 2025, nine of our eleven rigs are under contract in the Permian Basin. These rigs are designed to combine the cost efficiency of a compact rig with the versatility of different rig classes, enabling the rigs to cover a broad range of wells for both liquids and gas. The Group's executive management team is based out of Houston, Texas with administrative functions located in both Houston and Oslo, Norway.
2024 Developments
.
MARKET and CONTRACTS
WTI began 2024 around \$72 per barrel and finished 2024 near \$72 per barrel. WTI reached a high of \$85 per barrel in April 2024 and a low of \$67 per barrel in September 2024. WTI is currently trading around \$62 per barrel.
Dayrates for land rigs in the US improved significantly during the 2022 and continued to strengthen into Q1 2023. Demand for drilling rigs started to decline in the first half of 2023 in a response to lower natural gas and WTI prices. This trend in declining rigs continued throughout 2024. Dayrates for high end "super spec" drilling rigs in Permian started to soften during the second quarter of 2023 as some rigs were mobilized from the Haynesville as a result of low natural gas prices and operators releasing rigs in the Permian as a result of lower WTI prices. Dayrates in the Permian were relatively stable during 2024. Recent mergers and acquisitions among E&Ps have led to lower active rig counts and put pressure on dayrates.
As of May 23, 2025, the US land drilling active rig count and Permian rig count was 553 and 279, respectively. As of December 31, 2024, the US land drilling active rig count and Permian rig count was 573 and 304, respectively. In comparison, as of December 31, 2023, the US land drilling active rig count and Permian rig count was 601 and 307, respectively. As of May 28, 2025, nine of our eleven rigs under contract.
SHARE LISTING and DIVIDENDS
On October 7, 2022, the Company's shares commenced trading on the Euronext Growth Oslo exchange under the ticker "NORAM". The Company is debt free and paid its initial monthly dividend in December 2022. The Company has paid 25 consecutive monthly dividends from December 2022 through December 2024 of MUSD 68.8 or approximately NOK 16.79 per share. The company has paid MUSD 8.7 or approximately NOK 2.18 per share after December 31, 2024. The dividend distributions were made from the Company's contributed surplus account which consists of previously paid in share premium transferred to the Company's share premium account.
COMPANY DEVELOPMENT, RESULTS and FINANCING
NorAm had revenue of MUSD 103.1 during the twelve months of 2024 compared to MUSD 118.3 during the twelve months of 2023. During the twelve months of 2024 we generated operating profit of MUSD 4.3 compared to an operating profit of MUSD 22.3 in the twelve months of 2023. During the twelve months of 2024 we generated ADJUSTED EBITDA of MUSD 24.1 compared to MUSD 41.3 in the twelve months of 2023. During the twelve months of 2024 we generated cash flow from operational activities of MUSD 21.5 compared to MUSD 46.5 in the twelve months of 2023. The decrease in revenue, operating profit, ADJUSTED EBITDA and cash flow from operational activities is primarily due to lower dayrate and utilization as industry conditions softened as a result of operators demonstrating operational discipline, merger activity among E&Ps and declines in natural gas prices which resulted in a significant number of rigs being released outside of the Permian Basin.
Capital expenditures were MUSD 3.4 in the twelve months of 2024, compared to MUSD 5.0 in 2023. As of December 31, 2024, our cash position was MUSD 8.4. The Company is debt free and paid its initial monthly dividend in December 2022 and continued to pay monthly dividends through May 2025.
The Company's subsidiary has a loan agreement with a U.S. based bank for a Revolving Promissory Note ("Revolver") of MUSD 4.5. Use of proceeds for any borrowings under this Revolver are available for working capital and general corporate purposes. The Revolver is secured by accounts receivable and is expected to be utilized to reduce the Company's need for liquidity on the balance sheet. There were no borrowings outstanding under the Revolver as of December 31, 2024.
The parent company NorAm Drilling AS had total operating income of MUSD 0.1 in 2024, the same as for 2023. Operating expenses decreased to MUSD 0.8 in 2024 compared to MUSD 1.1 in 2023. The parent company had a net income before tax of MUSD 3.7 in 2024, compared to a net income of MUSD 5.6 in 2023. The main driver for the decrease in net income before tax is due to lower interest income on intercompany notes attributable to repayments from its operating subsidiary.
KEY FINANCIAL FIGURES
| 2024 | 2023 | |
|---|---|---|
| MUSD | ||
| Revenue | 103.1 | 118.3 |
| Operating Profit | 4.3 | 22.3 |
| Net Profit before Tax | 4.5 | 22.6 |
| ADJUSTED EBITDA (1) | 24.1 | 41.3 |
(1) ADJUSTED EBITDA - Earnings Before Interest, Tax, Depreciation and Amortization plus noncash stock option expenses.
IMPAIRMENT ON FIXED ASSETS
No impairment indicators have been identified. Accordingly, no impairment test has been performed as a result of no impairment indicators being identified.
FINANCING
On the balance sheet, the Group has equity of MUSD 53.4 equivalent to an equity ratio of 67.8% at year-end 2024, compared to MUSD 71.8 equivalent to an equity ratio of 73.7% at year-end 2023.
The Company's balance sheet at year end 2024 had equity of MUSD 129.5 and an equity ratio of 88.1%, compared to MUSD 148.6 and an equity ratio of 90.1% equity ratio at year-end 2023.
The Board considers the equity for both the Company and Group to be in compliance with the requirement for sufficient equity under the Norwegian Limited Liability Companies Act.
On October 7, 2022, the Company's shares commenced trading on the Euronext Growth Oslo exchange under the ticker "NORAM". The Company is debt free and paid its initial monthly dividend in December 2022. The Company has paid 25 consecutive monthly dividends from December 2022 through December 2024 of MUSD 68.8 or approximately NOK 16.79 per share. The company has paid MUSD 8.7 or approximately NOK 2.18 per share after December 31, 2024. The dividend distributions were made from the Company's contributed surplus account which consists of previously paid in share premium transferred to the Company's share premium account.
The Company's subsidiary has a loan agreement with a U.S. based bank for a Revolving Promissory Note ("Revolver") of MUSD 4.5. Use of proceeds for any borrowings under this Revolver are available for working capital and general corporate purposes. The Revolver is secured by accounts receivable and is expected to be utilized to reduce the Company's need for liquidity on the balance sheet. There were no borrowings outstanding under the Revolver as of December 31, 2024.
CASH FLOW and LIQUIDITY
The cash position for the Group decreased from MUSD 12.1 as of December 31, 2023, to MUSD 8.4 as of December 31, 2024.
For the Norwegian parent company, the cash position increased from MUSD 0.7 to MUSD 1.2.
KEY RISKS and UNCERTAINITIES
The Group and the Company are exposed to a number of risk factors when performing its activities, such as market risk, operational risk, credit risk and liquidity risk. Dayrates for land rigs in the US improved significantly during the 2022 and continued to strengthen into Q1 2023. Demand for drilling rigs started to decline in the first half of 2023 in a response to lower natural gas and WTI prices. This trend in declining rigs continued throughout 2024. Dayrates for high end "super spec" drilling rigs in Permian started to soften during the second quarter of 2023 as some rigs were mobilized from the Haynesville as a result of low natural gas prices and operators releasing rigs in the Permian as a result of lower WTI prices. Dayrates in the Permian were relatively stable during 2024. Recent mergers and acquisitions among E&Ps have led to lower active rig counts and put pressure on dayrates. The Company's and the Group's key operational risks are comprised to a large extent of (i) global oil demand, (ii) Russian invasion of Ukraine, (iii) OPEC+ maintaining and complying with appropriate supply targets, (iv) operating discipline demonstrated by US E&P operators, (v) supply and demand activity for US and Permian land rigs, (vi) availability and costs of labor, equipment and rig supplies, (vii) recent tariffs instituted by the United States and (viii) any possible regulatory changes issued by the US government.
Global oil and gas prices have been historically and will likely continue to be volatile for the foreseeable future. Global demand and supply of oil; levels of exploration and production by oil and gas companies operating in the United States; worldwide political, regulatory, economic and military events as well as natural disasters have contributed to oil and gas volatility and are likely to continue to do so in the future. The US land drilling market is strongly related to energy prices. Dayrates and utilization levels of the Group's rigs correlate with the price of oil and natural gas. An increase in oil price requires supply reductions or increases in demand. The Group's income is the most sensitive factor, and a reduction either in utilization or dayrates compared to budget has clear negative effects on the result. Conversely, higher rates and utilization have very positive effects on our results. The cost level will vary with constraints in the market for input factors.
The client risk of the Group varies, and even though the Group targets blue-chip E&P clients with extensive operations, contracts may also be signed with smaller companies to increase utilization of the rigs. In such cases, a review of financial statements or payment references is performed to reduce risk of non-payment.
Supplier and client risks are also present in the market in which the Group is operating. Even if the Group targets contracts with larger and financially solid partners, the contracts will be subject to uncertainty with regards to the suppliers' or the clients' ability to meet their commitments, as they, too, on a general basis also will be subject to market and financial risk. Idle rigs will lead to significant loss of income.
In addition, there could be stacking expenses during weak periods of demand for rigs resulting on loss of work. Such expenses are modest in terms of influence on the result. The Group is also exposed to changes in the regulatory and fiscal frameworks in Norway and the USA.
BUSINESS OUTLOOK
The Group will continue its focus on operating its premium rig fleet and evaluate opportunities to build a larger US presence by further developing our US subsidiary. The foundation has been laid over the years, building strong inhouse drilling competences and safety records, a flat organization with focus on training and motivation of our drilling crews, effective corporate routines and strong client relationships.
By growing the Group's rig fleet from three rigs in 2009 to eleven "Super Spec" rigs, the Group has taken important steps forward to become an important player in the US onshore drilling industry.
The Group has an ongoing dialogue with its existing customers as well as potential new customers about rig performance and contracts. The Board emphasizes the importance of modern, efficient rigs and trained personnel as a powerful combination for reaching our drilling, safety and utilization targets and winning new contracts with quality clients.
A key driver for financial results in 2025 will ultimately be the continued price development of crude oil and natural gas prices which impacts capital spending by the US energy producers. The recent announcements of tariffs implemented by the United States and OPEC+ announcing plans to increase production could have a significant impact on our financial results in the foreseeable future.
Key targets for 2025:
- Ensure continued high safety standard in line with our historical performance
- Continue to operate our rigs with an industry leading effectiveness and efficiency
- Scale our operations and overhead in response to any change in rig activity
- Maintain and develop customer relationships in order to obtain higher dayrates contracts with reputable clients
FUTURE DEVELOPMENT
Dayrates and utilization outlook
All eleven rigs are currently located in the Permian Basin. Our current drilling contract status as of May 28, 2025, is as follows:
- Rig 21 on contract pad-pad
- Rig 22 on contract through July 2025
- Rig 23 stacked and available
- Rig 25 on contract through September 2025
- Rig 26 on contract through June 2025
- Rig 27 on contract through August 2025
- Rig 28 stacked and available
- Rig 29 on contract pad-pad
- Rig 30 on contract through June 2025
- Rig 32 on contract through September 2025
- Rig 34 on contract through August 2025
Subject to key risks and uncertainties mentioned in this report, we currently expect continued strong demand for high end "super spec" drilling rigs in the Permian.
The Board expects to maintain the Group's strong safety record.
Operating expenses
Combined with focus on our rig personnel staffing levels and effectively managing our other daily operating costs we were able to maintain rig operating costs and maintenance capital expenditures during 2024 and in line with our expectations.
RESEARCH and DEVELOPMENT ACTIVITIES
Neither the Company nor the Group had research and development expenses in 2023.
GOING CONCERN
The Board considers the Financial Statements for 2024 to represent a true and fair view of the development and results of the Company's and Group's operations and accounts as of December 31, 2024. The Board confirms that going concern assumptions are satisfied as to the standards set by the Norwegian Accounting Act and which has formed the basis for the financial statements presented herein for the Company and the Group. This is based on the Boards expectations relating to market conditions going forward, with increased payrates and utilization expected to continue to gradually recover over the next few years.
WORKING ENVIRONMENT
As of December 31, 2024, the Group had an operational organization of 308 people.
The Board considers the working environment in the Company and the Group to be good.
Management consists of the Chief Executive Officer / Chief Financial Officer and a Chief Operating Officer. Apart from these individuals, the Company uses external advisors for accounting, legal affairs and other professional services.
The absentee rate was minimal. There were no significant property damage incidents in 2024.
NorAm Drilling AS has no employees during 2024, hence no sick leave. No serious occupational accidents or incidents have been experienced over the year, whether in the parent company or in the subsidiaries.
EQUAL OPPORTUNTIES
The Group and the Company target to be an employer to promote equality for all employees' regardless of nationality, sex, skin color, language or religion. This is true for recruiting new people, for salary and bonus schemes, working relations, promotions and protection against harassment. Women will be encouraged to apply for posted available positions in order to increase the representation of both sexes in the organization. At the end of 2024, the Group had two women employed. There will be no discrimination between men and women regarding recruitment, salaries in relation to position/competence, or promotion, or any other aspect of the Group's activities.
The Group has conducted a high-level salary analysis showing that on average, men have higher salary than women. The main reason for this is that the management group consist of only men, and management level has higher average salary than the employees working on the rigs. Among employees working on the rigs, there is no indication on significant differences in average salary between men and women with the same experience etc.
During 2024 the Group has had no involuntary part-time employees, and no persons have been on leave of absence.
The NorAm Drilling AS Board of Directors consists of three men. NorAm Drilling Company has the same board as NorAm Drilling AS.
EXTERNAL ENVIRONMENT
NorAm Drilling AS has limited activity and does not pollute the external environment. The Group undertakes activities that are potentially polluting. The oil and gas well drilling business, by its very nature, can, if proper procedures are not followed adversely impact the environment. This can range from blowouts of wells or pollution of the area surrounding the drilling activities.
NorAm Drilling takes all reasonable precautions by assuring proper equipment and maintenance and that the rig personnel are all properly trained. Also, NorAm Drilling conducts standard procedures beyond regulations to ensure not to pollute. Other actions taken by NorAm Drilling includes converting engine systems into Dual Gas system, whereby our customers agree, allowing our engines to run on natural gas at a lower cost and generating less pollution. The Company has available and is also evaluating installing additional power converters whereby rigs may be connected to the electrical grid where feasible. This will further reduce emissions.
NorAm Drilling has implemented Health, Environment and Safety services to support the company's activities and the rig crew is trained in Occupational Safety and Health Administration (OSHA) HSE regulations in the US. The focus is to train all site personnel in their daily routines to act safely and to prevent unwanted occurrences with the rigs.
NorAm Drilling complies with US state and federal regulations in its activities, including environmental protection regulation. The operator carries the main responsibility regarding the external environment when drilling a well under standard daywork drilling contracts.
The Group will publish on our website an updated human rights statement in line with the Norwegian Transparency Act reporting requirements by 30th June 2025.
NorAm Drilling has a group insurance policy for the liability of the Company's and its subsidiaries' directors and officers. The insurance covers personal legal liabilities including legal costs for defense. The limit of liability is NOK 100 million per claim and in aggregate per year.
Signature of the Board, May 28, 2025
Ole B. Hjertaker Jan Erik Klepsland Christopher Baker Chairman Board member Board member
Marty Jimmerson Chief Executive Officer Signature of the Board, May 28, 2025
Ole B. Hjertaker Jan Erik Klepsland Christopher Baker Chairman Board member Board member
Marty Jimmerson Chief Executive Officer
| NorAm Drilling AS | INCOME STATEMENT (Amounts in USD 1,000) |
NorAm Group | ||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | Note | Note | 2024 | 2023 | |
| - | - | 2 | Sales | 2 | 103,098 | 118,293 |
| 110 | 110 | Other operating income | - | - | ||
| 110 | 110 | Total operating income | 103,098 | 118,293 | ||
| 176 | 331 | 3 | Payroll Expenses | 3 | 33,543 | 31,355 |
| - | - | Depreciation of tangible and intangible assets | 7 | 19,678 | 18,937 | |
| - | - | Rig mobilization, service and supplies | 31,413 | 28,506 | ||
| - | - | Insurance rigs and employees | 5,570 | 6,252 | ||
| 582 | 748 | 3 | Other operating expenses | 3 | 8,620 | 10,970 |
| 758 | 1,079 | Total operating expenses | 98,826 | 96,020 | ||
| -648 | -970 | Operating profit (+) / loss (-) | 4,272 | 22,273 | ||
| 4,377 | 6,580 | 4, 9 | Interest income from group companies | |||
| 71 | 85 | 4 | Other interest income | 4 416 |
507 | |
| 103 | 294 | 4 | Other financial income | 103 | 294 | |
| - | - | 4 | Other interest expenses | 4 | 84 | 55 |
| 250 | 383 | 4 | Other financial expenses | 4 | 254 | 385 |
| 4,300 | 6,576 | Net financial items | 180 | 360 | ||
| 3,652 | 5,606 | Profit before income tax | 4,452 | 22,633 | ||
| 2,137 | 3,358 | 5 | Income tax expense | 5 | 2,198 | 3,409 |
| 1,515 | 2,248 | Net profit | 2,254 | 19,225 |
| NorAm Drilling AS | BALANCE SHEET (Amounts in USD 1,000) |
NorAm Group | |||
|---|---|---|---|---|---|
| 2024 | 2023 | Note | Note | 2024 | 2023 |
| ASSETS | |||||
| Tangible assets | |||||
| - | - | Rigs and accessories | 7 | 55,732 | 72,061 |
| - | - | Other tangible assets | 7 | 569 | 553 |
| - | - | Total tangible assets | 56,301 | 72,615 | |
| Financial assets | |||||
| 84,872 | 84,814 | 8 Investment in subsidiaries |
- | - | |
| 61,512 | 80,110 | 9 Loan to group companies |
- | - | |
| 146,384 | 164,924 | Total financial assets | - | - | |
| 146,384 | 164,924 | Total Non-current Assets | 56,301 | 72,615 | |
| Current assets | |||||
| Receivable | |||||
| - | - | Accounts receivable | 12,339 | 11,297 | |
| 15 | 20 | Other receivable | 1,673 | 1,367 | |
| 15 | 20 | Total receivable | 14,012 | 12,664 | |
| Cash and cash equivalent | |||||
| 1,213 | 684 | 10 Bank deposit/cash | 10 | 8,365 | 12,139 |
| 1,213 | 684 | Total cash and cash equivalents | 8,365 | 12,139 | |
| 1,227 | 705 | Total current assets | 22,377 | 24,804 | |
| 147,611 | 165,629 | TOTAL ASSETS | 78,678 | 97,418 |
| NorAm Drilling AS | BALANCE SHEET (Amounts in USD 1,000) |
NorAm Group | ||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | Note | Note | 2024 | 2023 | |
| EQUITY & LIABILITIES | ||||||
| Equity | ||||||
| Owners equity | ||||||
| 12,569 | 12,547 | 11 Share capital | 11 | 12,569 | 12,547 | |
| 86,538 | 107,185 | 11 Share premium | 11 | 86,538 | 107,185 | |
| 439 | 439 | 11 Other paid in capital | 11 | 369 | 369 | |
| 99,545 | 120,171 | Total owners equity | 99,475 | 120,102 | ||
| Accumulated profits | ||||||
| 29,964 | 28,449 | 11 Other equity | 11 | -46,004 | -48,258 | |
| 29,964 | 28,449 | Total accumulated profits | -46,004 | -48,258 | ||
| 129,509 | 148,620 | Total equity | 53,471 | 71,843 | ||
| Liabilities | ||||||
| 4,887 | 4,414 | 5 Deferred tax | 5 | 5,234 | 4,881 | |
| 4,887 | 4,414 | Total deferred tax | 5,234 | 4,881 | ||
| Current liabilities | ||||||
| 11 | 9 | Accounts payable | 3,617 | 4,388 | ||
| 1,605 | 42 | 5 Tax payable | 5 | 1,781 | 326 | |
| 169 | 163 | Public duties payable | 169 | 163 | ||
| 11,430 | 12,381 | 9 Other current liabilities | 9 | 14,406 | 15,817 | |
| 13,215 | 12,595 | Total current liabilities | 19,973 | 20,694 | ||
| 18,102 | 17,009 | Total liabilities | 25,207 | 25,575 | ||
| 147,611 | 165,629 | TOTAL EQUITY & LIABILITIES | 78,678 | 97,418 |
Oslo, 28.05.2025
Ole Bjarte Hjertaker Christopher Baker
Chairman Board member
Board member CEO
Jan Erik Klepsland Marty Jimmerson
| NorAm Drilling AS | BALANCE SHEET (Amounts in USD 1,000) |
NorAm Group | |||
|---|---|---|---|---|---|
| 2024 | 2023 | Note | Note | 2024 | 2023 |
| EQUITY & LIABILITIES | |||||
| Equity | |||||
| Owners equity | |||||
| 12,569 | 12,547 | 11 Share capital | 11 | 12,569 | 12,547 |
| 86,538 | 107,185 | 11 Share premium | 11 | 86,538 | 107,185 |
| 439 | 439 | 11 Other paid in capital | 11 | 369 | 369 |
| 99,545 | 120,171 | Total owners equity | 99,475 | 120,102 | |
| Accumulated profits | |||||
| 29,964 | 28,449 | 11 Other equity | 11 | -46,004 | -48,258 |
| 29,964 | 28,449 | Total accumulated profits | -46,004 | -48,258 | |
| 129,509 | 148,620 | Total equity | 53,471 | 71,843 | |
| Liabilities | |||||
| 4,887 | 4,414 | 5 Deferred tax | 5 | 5,234 | 4,881 |
| 4,887 | 4,414 | Total deferred tax | 5,234 | 4,881 | |
| Current liabilities | |||||
| 11 | 9 | Accounts payable | 3,617 | 4,388 | |
| 1,605 | 42 | 5 Tax payable | 5 | 1,781 | 326 |
| 169 | 163 | Public duties payable | 169 | 163 | |
| 11,430 | 12,381 | 9 Other current liabilities | 9 | 14,406 | 15,817 |
| 13,215 | 12,595 | Total current liabilities | 19,973 | 20,694 | |
| 18,102 | 17,009 | Total liabilities | 25,207 | 25,575 | |
| 147,611 | 165,629 | TOTAL EQUITY & LIABILITIES | 78,678 | 97,418 |
Oslo, 28.05.2025
Board member
Ole Bjarte Hjertaker Christopher Baker Chairman Board member Jan Erik Klepsland Marty Jimmerson CEO
| NorAm Drilling AS | STATEMENT OF CASH FLOW (Amounts in USD 1,000) |
NorAm Group | ||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| 3,652 | 5,606 | Profit(+)/Loss(-) before income tax | 4,452 | 22,633 |
| - | - | Tax paid for the period | -289 | 76 |
| - | - | Depreciation of fixed assets | 19,678 | 18,937 |
| - | - | Change in accounts receivable | -1,042 | 3,505 |
| 2 | 10 | Change in accounts payable | -771 | -218 |
| 210 | 444 | Change in other current balance sheet items | -525 | 1,588 |
| 3,864 | 6,061 | Net cash flow from operational activities | 21,503 | 46,521 |
| - | - | Purchase of tangible fixed assets | -3,365 | -4,982 |
| 18,598 | 35,370 | Received payment on loans to group companies | - | - |
| 18,598 | 35,370 | Net cash flow from investing activities | -3,365 | -4,982 |
| - | - | Issued capital | 21 | - |
| -21,934 | -42,497 | Dividends | -21,934 | -42,497 |
| -21,934 | -42,497 | Net cash flow from financing activities | -21,913 | -42,497 |
| 528 | -1,066 | Net change in cash and cash equivalent | -3,775 | -959 |
| 684 | 1,750 | Cash and cash equivalents opening balance | 12,139 | 13,098 |
| 1,213 | 684 | Cash and cash equivalents closing balance | 8,365 | 12,139 |
Note 1 - Accounting Principles
The Financial Statements include Income Statement, Balance Sheet, Statement of Cash Flow and Note Disclosures. The Financial Statements have been prepared in accordance with the Norwegian AccounAng Act and generally accepted accounAng principles in Norway.
The Financial Statements are based on the basic principles, and the classificaAon of Assets and LiabiliAes is according to the definiAons of the Norwegian AccounAng Act. In applicaAon of the accounAng principles and presentaAon of transacAons and other informaAon, emphasis has been put not only on legal form, but on economic reality. CondiAonal losses that are probable and quanAfiable are expensed. There have been no changes in the accounAng principles used.
1-1 Basis for consolida/on
The Group's consolidated financial statements comprise of NorAm Drilling AS and NorAm Drilling Company which NorAm Drilling AS has a controlling interest. A controlling interest is normally obtained when the Group owns more than 50% of the shares in the company and can exercise control over the company. Minority interests are included in the Group's equity. TransacAons between Group companies have been eliminated in the consolidated financial statement. The consolidated financial statement has been prepared in accordance with the same accounAng principles for both parent and subsidiary.
1-2 Use of es/mates
Management has used esAmates and assumpAons that have affected assets, liabiliAes, incomes, expenses and informaAon on potenAal liabiliAes in accordance with Norwegian generally accepted accounAng principles.
1-3 Foreign currency transla/on
TransacAons in foreign currency are translated at the rate applicable on the transacAon date. Monetary items in a foreign currency are translated into USD using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into USD using the exchange rate applicable on the transacAon date. Nonmonetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates are recognized in the income statement as they occur during the accounAng period.
1-4 Revenue recogni/on and opera/onal costs
Income from sale of goods and services are recognised at fair value of the consideraAon, net aQer deducAon of VAT, returns, discounts and reducAons. Sales are taken to income when the company has delivered its products to the customer and there are no unsaAsfied commitments which may influence the customer's acceptance of the product. Delivery is not completed unAl the products have been sent to the agreed place, and risks relaAng to loss and obsolescence have been transferred to the customer.
NorAm Drilling Group revenue relates to rental of rig capacity and sale of drilling services from the US based subsidiary NorAm Drilling Company. Sales regarding rental of rig is invoiced and booked in line with actual contract and the period of delivering the services, while drilling services are invoiced and booked in the same period as the services has been provided.
Note 1 - Accounting Principles
1-5 Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabili=es. Deferred tax is calculated as 22%/21% (Norway/USA) of temporary differences and losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be u=lized. Taxes payable and deferred taxes are recognized directly in equity to the extent that they relate to equity transac=ons.
Temporary differences in jurisdic=ons with other currency than USD, is calculated using local currency and converted to USD at foreign exchange rate at the balance sheet.
1-6 Balance sheet classifica5on
Current assets and current liabili=es consist of receivables and payables due within one year, and items connected to the flow of goods. Other balance sheet items are classified as non-current assets / noncurrent liabili=es.
Current assets are valued at the lower of cost and fair value. Current liabili=es are recognized at nominal value at the =me they incur.
Fixed assets are valued at cost, less deprecia=on and impairment losses. Non-current liabili=es are recognized at nominal value.
1-7 Property, plant and equipment
Property, plant and equipment are capitalized and depreciated over the es=mated useful life. Costs for maintenance are expensed as incurred, whereas costs for improving and upgrading property, plant and equipment are added to the acquisi=on cost and depreciated with the related asset. If carrying value of a non-current asset exceeds the es=mated recoverable amount, the asset is wriTen down to the recoverable amount. The recoverable amount is the greater of the net realizable value and value in use. In assessing value in use, the discounted es=mated future cash flows from the asset are used. Opera=onal leasing is expensed as ordinary rental expense and classified as an ordinary opera=ng expense. Equipment leased on terms that transfer prac=cally all economic rights and obliga=ons to the company (financial leasing) is depreciated as a capital asset, and is included as a liability under interest bearing debt at the present value of minimum rental expense.
1-8 Subsidiaries
Subsidiaries are valued at cost in the company accounts. The investment is valued as cost of the shares in the subsidiary, less any impairment losses. An impairment loss is recognized if the impairment is not considered temporary, in accordance with generally accepted accoun=ng principles. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.
Dividends, group contribu=ons and other distribu=ons are recognized in the same year as they are recognized in the subsidiary financial statement. If dividends / group contribu=on exceed withheld profits aVer acquisi=on, the excess amount represents repayment of invested capital, and the
Note 1 - Accounting Principles
1-9 Accounts receivable and other receivables
Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doub5ul accounts. Provisions for doub5ul accounts are based on an individual assessment of the different receivables. For the remaining receivables, a general provision is es<mated based on expected loss.
1-10 Pension obliga8ons and expenses
NorAm Drilling Company has a contribu<on-based pension plan. Payments to the pension company are expensed as pension costs.
1-11 Cash Flow Statement
The cash flow statement has been prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits, and other short-term investments which immediately and with minimal exchange risk can be converted into known cash amounts, with due date less than three months from purchase date.
1-12 Func8onal Currency and Presenta8onal Currency
Func<onal and presenta<on currency is for NorAm Drilling Company AS and the NorAm Drilling Group is USD. This is based on the following ra<onale;
NorAm Drilling Company AS
All significant P/L transac<ons is denominated in USD (Interest income from group companies, Other Interest Expenses)
All significant Balance Sheet items is denominated in USD (Loan to group companies, Accounts Receivables and Cash)
NorAm Drilling Group
All significant P/L transac<ons is denominated in USD (Sales, Payroll, Opera<ng expenses from US subsidiary and Other interest expenses)
All significant Balance Sheet items is denominated in USD (Fixed assets, Accounts Receivables, Cash, Accounts Payable and Other Current Liabili<es)
Note 2 – Segment and Geographic Information
| 2024 | ||||
|---|---|---|---|---|
| (USD) | Noram Drilling AS | NorAm Drilling Company | Group | |
| Sales income from third parties | - | 103,098,007 | 103,098,007 | |
| Sales income from other segments | 109,688 | - | - | |
| Depreciation | - | 19,678,450 | 19,678,450 | |
| Other operating expenses | 757,553 | 78,389,745 | 79,147,298 | |
| Operating profit | -647,865 | 5,029,812 | 4,272,259 | |
| Financial expenses | 250,099 | 88,023 | 338,122 | |
| Financial expenses other segments | -4,376,583 | 4,376,583 | - | |
| Financial income | 173,549 | 344,676 | 518,225 | |
| Net financial items | 4,300,033 | -4,119,930 | 180,103 | |
| Taxes | 2,137,325 | 60,945 | 2,198,270 | |
| Non Current Assets | 146,383,635 | 56,301,267 | 56,301,267 | |
| Interest bearing debt other segments | - | 61,511,626 | - |
| Noram Drilling AS | NorAm Drilling Company | Group |
|---|---|---|
| - | 118,293,151 | 118,293,151 |
| - | - | |
| - | 18,936,725 | 18,936,725 |
| 76,003,890 | 77,083,121 | |
| 23,352,536 | 22,273,305 | |
| 440,961 | ||
| 6,579,533 | - | |
| 422,056 | 801,115 | |
| -6,215,737 | 360,154 | |
| 50,134 | 3,408,574 | |
| - | 72,614,861 80,110,043 |
72,614,861 - |
| 109,688 1,079,231 -969,543 382,701 58,260 -6,579,533 379,059 6,575,891 3,358,440 164,924,417 |
Note 3 - Payroll expenses / Number of Employees / Remuneration/ Auditor's Fee
| 2024 | 2023 | |||
|---|---|---|---|---|
| Payroll expenses etc. (in USD) | NorAm Drilling AS | Group | NorAm Drilling AS | Group |
| Salaries | 37,258 | 30,811,892 | 38,738 | 28,567,019 |
| Payroll tax/Social Security | 11,867 | 2,413,484 | 7,147 | 2,342,111 |
| Pension costs | - | - | - | - |
| Other benefits | 126,715 | 318,057 | 285,093 | 445,535 |
| Payroll expenses etc. | 175,840 | 33,543,433 | 330,978 | 31,354,665 |
| Number of man-labour years | 0 | 359 | 0 | 361 |
Management Remuneration - Noram Drilling AS
| (USD) | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Company officers | Period | Salaries | Pensions | Other benefits | Total | Total | |
| Marty Jimmerson* | 01.01 - 31.12 | 525,045 | - | - | 525,045 | 475,814 | |
| Board | Period | Salaries | Pensions | Other benefits | Total | Total | |
| Ole Bjarte Hjertaker (Board member/Chairman) | 01.01 - 31.12 | 18,629 | - | - | 18,629 | 18,974 | |
| Gunnar Eliassen (Board member)*** | - | - | - | - | 9,487 | ||
| Christopher Baker (Board member) | 01.01 - 31.12 | 18,500 | - | - | 18,500 | 18,794 | |
| Jan Erik Klepsland (Board member)*** | 01.01 - 31.12 | 18,629 | - | - | 18,629 | 10,277 | |
| Total Officers | 525,045 | - | - | 525,045 | 475,814 | ||
| Total Board | 55,758 | - | - | 55,758 | 57,532 | ||
| Total Remuneration Board and Management | 580,803 | - | - | 580,803 | 533,346 |
*Marty Jimmerson received salary from US subsidiary Noram Drilling Company. The Salaries include bonus payments.
*** Gunnar Eliassen was replaced as board member 14 June 2023
**** Marty Jimmerson vested 50,000 stock options on 28 February 2023 and 28 February 2024, respectively, Ole Hjertaker vested 33,334 stock options on 1 September 2023 and 1 September 2024, respectively, and Chris Baker vested 16,667 stock options on 1 September 2023 and 1 September 2024, respectively..
CEO Marty Jimmerson has a 1 year rolling employment agreement. In addition to a base salary he is also entitled to a bonus subject to the company's performance.
Mr. Jimmerson is entitled to (i) one-year base salary; (ii) annual cash bonus up to 33% of annual salary and (iii) group health coverage benefits for up to 18 months in the event of a change in control of his employment contract is terminated for anything other than cause. The CEO is also entitled to a 3-month notice period prior to termination.
No loans or securities have been given to the CEO, directors or shareholders. During the year, a loan amounting to \$20.7k was issued to an employee, which was settled before the year-end.
Notes to Financial Statement
Management Remuneration - Group
| (USD) | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Company officers | Salary | Pension costs | Other | Total | Total |
| Noram Drilling AS | - | - | - | - | - |
| Subsidiaries | 525,045 | - | - | 525,045 | 475,814 |
| Board | |||||
| Noram Drilling AS | 55,758 | - | - | 55,758 | 57,532 |
| Subsidiaries | - | - | - | - | - |
| Total Officers | 525,045 | - | - | 525,045 | 475,814 |
| Total Board | 55,758 | - | - | 55,758 | 57,532 |
| Remuneration Board and Management | |||||
| (excl. Share based) | 580,803 | - | - | 580,803 | 533,346 |
Noram Drilling AS Share-Based Payment
On 28.02.22, Marty Jimmerson and Thomas Taylor were granted 150 000 options each. The grant was Equity Based and vest equally on February 28, 2023, 2024 and 2025. The grant expires on 28.02.27. On 24 July 2024, Thomas Taylor, the Company's Chief Operating Officer, exercised 100,000 stock options. Due to prior cash distribution adjustments, the strike price per share option was negative NOK 5.6412. To account for the negative share price, the company settled the net difference in additional 14,103 shares based upon its market value by applying the volume weighted average price of NOK 40.0004 on 24 July 2024. The initial strike price for both Jimmerson and Taylor was NOK 9. Including accrued dividends as of 31 December 2024, Jimmerson has a total of 150,000 and Taylor has a total of 50,000 stock options with an adjusted strike price of NOK 0. Fair value of granted options is calculated using the Black-Scholes-Merton option pricing model. The options strike price will be adjusted by paid dividends.
On 01.09.22, each Board of Director and certain members of management were granted a total of 300 000 options. 50 000 options were forfeited in 2023. The grant was Equity Based and vest equally on September 1, 2023, 2024 and 2025. The grant expires on 01.09.27. The initial strike price was NOK 40. Including accrued dividends as of 31 December 2024, stock options issued to each Board of Director and certain members of management have an adjusted strike price of NOK 23. Fair value of granted options is calculated using the Black-Scholes-Merton option pricing model. The options strike price will be adjusted by paid dividends. As of 31 December 2024, Ole Hjertaker and Chris Baker hold 100 000 and 50 000 stock options, respectively.
The strike price for all granted options shall be reduced by any declared and paid dividends. In 2024 and 2023, the company declared and paid aggregate dividends of NOK 5 and 10 per share, respectively.
Recognized cost in 2024 and 2023 relating the share options are USD 193 254 and 445 535, respectively.
Historical details for the option plans are as follows:
| 01.01.2024 - 31.12.2024 | 01.01.2023 - 31.12.2023 | ||||
|---|---|---|---|---|---|
| Options | Weighted Average Exercise Price (NOK) * |
Options | Weighted Average Exercise Price (NOK) * |
||
| Outstanding | |||||
| at the beginning of period | 550,000 | 23.09 | 600,000 | 23.50 | |
| Granted | |||||
| Exercised | (100,000) | 9.00 | |||
| Terminated | |||||
| Forfeited | (50,000) | 40.00 | |||
| Expired | |||||
| Outstanding at the end of period | 450,000 | 26.22 | 550,000 | 23.09 | |
| Vested options | 266,668 | 28.38 | 183,335 | 23.09 |
*Weighted average exercise price (NOK) excludes accrued dividends.
**Weighted average exercise price (NOK) for vested options, including accrued dividends, as of 31 December 2024 was 11.56
Auditors remuneration (USD, excl. MVA (VAT))
| 2024 | 2023 | |||
|---|---|---|---|---|
| NorAm Drilling AS | Group | NorAm Drilling AS | Group | |
| Ordinary audit | 82,962 | 82,962 | 133,116 | 133,116 |
| Other confirmation services | 1,378 | 1,378 | 4,705 | 4,705 |
| Tax advisory services | 6,185 | 6,185 | 4,733 | 4,733 |
| Other non audit services | 13,527 | 13,527 | 52,176 | 52,176 |
| Total | 104,052 | 104,052 | 194,730 | 194,730 |
The ordinary audit expense includes fees for auditing the US subsidiary for the Group consolidated accounts.
Notes to Financial Statement
Note 4 Net Financial Items
| 2024 | ||||
|---|---|---|---|---|
| NorAm Drilling AS | Group | NorAm Drilling AS | Group | |
| Financial income | ||||
| Interest income from group companies | 4,376,583 | - | 6,579,533 | - |
| Other interest income | ||||
| Interest income bank | 70,962 | 415,638 | 84,652 | 506,708 |
| Other financial income | ||||
| Currency gains | 102,587 | 102,587 | 294,407 | 294,407 |
| Total financial income | 4,550,132 | 518,225 | 6,958,592 | 801,115 |
| Financial expenses | ||||
| Other interest expenses | ||||
| Other interest expenses | - | 84,346 | - | 55,486 |
| Other financial expenses | ||||
| Currency losses | 250,099 | 253,776 | 382,701 | 385,475 |
| Total Financial expenses | 250,099 | 338,122 | 382,701 | 440,961 |
| Net financial items | 4,300,033 | 180,103 | 6,575,891 | 360,154 |
Note 5 - Tax
| (USD) | 2024 | 2023 | |||
|---|---|---|---|---|---|
| NorAm Drilling AS | Group | NorAm Drilling AS | Group | ||
| Tax base calculation | |||||
| Profit (+)/ Loss (-) before income tax | 3,652,167 | 4,452,362 | 5,606,348 | 22,633,459 | |
| Permanent differences | 7,133,628 | 8,331,370 | 3,276,307 | 3,057,626 | |
| Temporary differences | (2,540,457) | 9,983,482 | 3,616,861 | 11,719,652 | |
| Tax base | 8,245,339 | 22,767,215 | 12,499,517 | 37,410,738 | |
| NOL Utilization | -950,629 | -15,519,334 | -12,308,532 | -37,087,849 | |
| Tax base after NOL Utilization | 7,294,710 | 7,247,881 | 190,985 | 322,889 | |
| Income tax payable | 1,604,836 | 1,604,836 | 42,017 | 42,017 | |
| Sales tax | - | 181,145 | - | 231,406 | |
| Tax Payable this year | 1,604,836 | 1,785,981 | 42,017 | 273,423 | |
| Income Tax Expense: | |||||
| Tax Payable this year | 1,604,836 | 1,785,981 | 42,017 | 273,423 | |
| Changes in deferred tax | 472,761 | 352,561 | 3,316,422 | 3,135,150 | |
| Correction to prior years | 59,727 | 59,727 | - | - | |
| Total Income Tax Expense | 2,137,324 | 2,198,269 | 3,358,439 | 3,408,573 | |
| Total Income Tax Expense in P&L | 2,137,324 | 2,198,269 | 3,358,439 | 3,408,573 | |
| Income Tax Payable: | |||||
| Income Tax Payable this year | 1,604,836 | 1,785,981 | 42,017 | 273,423 | |
| Total Income Tax Payable | 1,604,836 | 1,785,981 | 42,017 | 273,423 | |
| Specification of Basis for Deferred Tax Asset: | |||||
| Differences to be balanced | |||||
| Fixed assets | -10,402 | 47,941,422 | -12,832 | 62,237,266 | |
| Non-current receivables/debt in foreign exchange | 16,817,780 | 16,817,780 | 12,914,362 | 12,914,362 | |
| Deferred gain carried forward | 5,807,552 | 5,807,552 | 7,164,262 | 7,164,262 | |
| Other differences | -24,080 | -1,868,755 | -1,514 | -1,844,675 | |
| Total temporary differences | 22,590,849 | 68,697,998 | 20,064,278 | 80,471,215 | |
| NOL's carried forward | - | -96,041,662 | - | -110,610,370 | |
| Interest limitation carried forward | -377,657 | -33,740,925 | -1,402,833 | -36,559,530 | |
| Basis for calculation of deferred tax asset/liability | 22,213,192 | -61,084,588 | 18,661,445 | -66,698,685 | |
| Deferred tax asset (-) /liability (+) | 4,886,902 | -13,703,658 | 4,105,518 | -14,809,329 | |
| Valuation allowance | - | 18,937,236 | 308,623 | 19,690,346 | |
| Deferred tax asset (-) /liability (+) after valuation allowance | 4,886,902 | 5,233,578 | 4,414,141 | 4,881,017 | |
| Deferred tax asset (-) /liability (+) in balance sheet | 4,886,902 | 5,233,578 | 4,414,141 | 4,881,017 | |
| - | |||||
| Deferred tax/tax asset not recorded in balance | - | 18,937,236 | 308,623 | 19,690,346 |
Deferred tax/ deferred tax asset
Estimated deferred tax asset in subsidiary NorAm Drilling Company is not recorded in the balance sheet due to uncertainty related to valuation of this asset.
Notes to Financial Statement
| Note 6 - Earnings per share | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| (USD) | NorAm Drilling AS | Group | NorAm Drilling AS | Group | |
| Result after income tax | 1,514,842 | 2,254,092 | 2,247,908 | 19,224,885 | |
| Weighted number of shares | 43,190,874 | 43,190,874 | 43,140,993 | 43,140,993 | |
| Options | 450,000 | 450,000 | 550,000 | 550,000 | |
| EPS | 0.04 | 0.05 | 0.05 | 0.45 | |
| Diluted EPS (incl. Options) | 0.03 | 0.05 | 0.05 | 0.44 |
Note 7 Tangible assets
Group
| Property, plant and equipment (USD) |
Rigs and rig related accessories |
Vehicles and Office Equipment |
Total |
|---|---|---|---|
| Acquisition cost at 01.01 | 207,579,883 | 3,005,050 | 210,584,933 |
| Additions | 3,080,513 | 284,343 | 3,364,856 |
| Disposals | - | - | - |
| Acquisition cost at 31.12 | 210,660,396 | 3,289,393 | 213,949,789 |
| Accumulated depreciation 31.12 | 154,928,083 | 2,720,439 | 157,648,522 |
| Net carrying value at 31.12 | 55,732,313 | 568,953 | 56,301,267 |
| Depreciation for the year Impairment loss for the year |
19,409,562 | 268,888 | 19,678,450 |
| The useful economic life is estimated to be | 3-15 years | 3-5 years |
The group use linear depreciation for all tangible assets
Impairment trigger analysis and impairment assessment on tangible assets
No impairment indicators have been identified. The overall market where the rigs operate has been stable and no changes in expected use have occurred. Accordingly, no impairment test has been performed as a result of no impairment indicators being identified.
| Note 8 Shares in Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| (USD) Company |
Book value | Shares | Share of voting rights | Equity 2024 | Result 2024 | Main Office |
| NorAm Drilling Company | 84,872,009 | 100% | 100% | 8,834,562 | 739,249 | Houston |
Impairment trigger analysis and impairment assessment for investments in subsidiaries
No impairment indicators have been identified. Recoverable amount of investment in shares is sensitive to changes in key assumptions, such as expected future dayrates and utilization. Given the magnitude of the carrying amount, management remains attentive to any changes in such assumptions. The overall market where the rigs operate has been stable and no changes in expected use have occurred.
| Note 9 Intercompany Balances | ||
|---|---|---|
| (USD) | 2024 | 2023 |
| Noram Drilling AS | ||
| Loan to NorAm Drilling Company (subsidiary) | 61,511,626 | 80,110,043 |
| Loan from NorAm Drilling Company (subsidiary) | ||
| Accounts payable to NorAm Drilling Company (subsidiary) | 11,155 | 9,376 |
| NorAm Drilling AS receivables from NorAm Drilling Company (subsidiary) | - | - |
Note 10 - Restricted bank accounts
| 2024 | 2023 | |||
|---|---|---|---|---|
| (USD) | Noram Drilling AS | Group | Noram Drilling AS | Group |
| Employees tax deduction, deposited in a separate bank account | 2,843 | 2,843 | 2,699 | 2,699 |
| Secure deposit office leasing and credit cards | - | 24,590 | - | 24,590 |
| Total | 2,843 | 27,433 | 2,699 | 27,289 |
| Note 11 - Equity and Shareholder Information |
Share Capital Noram Drilling AS and the Group
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| No. of shares | Face value NOK | Book value NOK | No. of shares | Face value NOK | Book value NOK | |
| Ordinary shares | 43,255,096 | 2.00 | 86,510,192 | 43,140,993 | 2.00 | 86,281,986 |
| Total | 43,255,096 | 86,510,192 | 43,140,993 | 86,281,986 |
| Equity (USD) | |||||
|---|---|---|---|---|---|
| Noram Drilling AS | Share | Share | Other paid in capital | Other | Total |
| Capital | Premium | Equity | |||
| Equity 31.12.2023 | 12,547,348 | 107,185,167 | 438,907 | 28,449,022 | 148,620,444 |
| Profit (+)/Loss (-) | 1,514,843 | 1,514,843 | |||
| Dividends paid | -21,934,429 | -21,934,429 | |||
| Change in dividends payable | 1,102,769 | 1,102,769 | |||
| Stock Options | 184,350 | 184,350 | |||
| Issued Capital | 21,176 | 21,176 | |||
| Equity 31.12.2024 | 12,568,524 | 86,537,857 | 438,907 | 29,963,865 | 129,509,153 |
| Equity | |||||
|---|---|---|---|---|---|
| Group | Share | Share | Other Equity | Other | Total |
| Capital | Premium | Contributed | Equity | ||
| Equity 31.12.2023 | 12,547,348 | 107,185,167 | 369,053 | -48,257,837 | 71,843,731 |
| Profit (+)/Loss (-) | 2,253,822 | 2,253,822 | |||
| Dividends paid | -21,934,429 | -21,934,429 | |||
| Change in dividends payable | 1,102,769 | 1,102,769 | |||
| Stock Options | 184,350 | 184,350 | |||
| Issued Capital | 21,176 | - | 21,176 | ||
| Equity 31.12.2024 | 12,568,524 | 86,537,856 | 369,053 | -46,004,015 | 53,471,419 |
Noram Drilling AS and Group
The company declared and paid dividends of MUSD 8.7 subsequent to December 31, 2024 through the date of the issuance of this report.
| 10 Largest Shareholders as per 31.12.2024 | |
|---|---|
| ------------------------------------------- | -- |
| Number of shares | Share (%): | |
|---|---|---|
| Geveran Trading Ltd | 20,818,658 | 48.3 % |
| Seabulk AS | 2,049,400 | 5.1 % |
| Nordnet Livforsikring AS | 1,352,778 | 2.7 % |
| SFL Corporation Ltd | 1,266,225 | 2.9 % |
| Danske Bank A/S The Bank of New York Mellon S.A. |
935,558 895,031 |
2.2 % 2.2 % |
| The Bank of New York Mellon | 856,707 | 2.0 % |
| Morgan Stanley & Co. LLC | 631,300 | 1.4 % |
| Avanza Bank AB | 537,014 | 1.2 % |
| UBS AG | 514,208 | 1.0 % |
| Other | 13,398,217 | 31.0 % |
| Total | 43,255,096 | 100% |
| Note 12 Liabilities | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| (USD) | NorAm Drilling AS | Group | NorAm Drilling AS | Group |
| Long term liabilities with maturity before 5 years | ||||
| Bond | - | - | - | - |
| Other long term liabilities | - | - | - | - |
| Total | - | - | - | - |
Loan to Group Companies
NorAm Drilling AS has a loan outstanding from its wholly owned subsidiary NorAm Drilling Company. A total of MUSD 61.5 and MUSD 80.1 was outstanding as of 31 December 2024 and 2023, respectively.
Revolving Promissory Note
The Company's subsidiary ("Borrower")has a Loan agreement with a U.S. based bank that provides for a Revolving Promissory Note ("Revolver") of MUSD 4.5. Use of proceeds for any borrowings under this Revolver are available for working capital and general corporate purposes based upon a borrowing base calculation equal to 70% of eligible accounts. Financial covenants include (i) a debt service coverage ratio of not less than 1.2 to 1; (ii) Minimum liquidity requirement of MUSD 5.0 and (iii) a debt to EBITDA ratio of not more than 2.0 to 1.0. The Revolver is secured by accounts receivable and expected to be utilized to reduce the required level of liquidity on our balance sheet.
Definitions:
Debt Service Coverage Ratio - Borrower will maintain, as of the last day of each fiscal year, a ratio of (a) net income after taxes plus depreciation, amortization and other non-cash expenses, less any distributions during such fiscal year, to (b) current maturities of long-term debt and long-term leases of not less than 1.2 to 1.0.
Minimum Liquidity - maintain, as of the last day of each quarter, Liquidity of at least MUSD 5.0. Liquidity means total market value of Unencumbered Liquid Assets. Unencumbered Liquid Assets means assets owned by Borrower which are not subject to any lien (other than a lien in favor of Lender): (1) cash or cash equivalents held in the United States; and (ii) funds available to be advanced under the note.
Debt to EBITDA Ratio - Borrower will maintain, as of the last day of each fiscal year, a ratio of (a) Debt to (b) EBITDA of not more than 2.0 to 1.0. Notes Payable and other debt payable to NorAm Drilling AS will not be included as "Debt".
Distributions - mean all dividends and other distributions made by Borrower to its shareholder.
EBITDA - Borrower's combined earnings before interest expense, income taxes, depreciation and amortization.
The Group complied with the financial covenants as of 31.12.2024.
Note 13 – Cares act
On March 27, 2020, President Trump signed into law the "Coronavirus Aid, Relief, and Economic Security (CARES) Act". The CARES Act, among other things, included provisions relating to refundable payroll tax credit, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvements property.
The company received approximately MUSD 1.4mm in January 2023 related to the final remaining outstanding ERTC payroll credit.
Note 14 – Subsequent events
On 28 February 2025, Thomas Taylor, the Company's Chief Operating Officer, exercised 50,000 stock options. Due to prior cash distribution adjustments, the strike price per share option was negative NOK 8.7212. To account for the negative share price, the company settled the net difference in additional 12,861 shares based upon its market value by applying the volume weighted average price of NOK 33.9053 on 28 February 2025.
Market & Activities
WTI began 2024 around \$72 per barrel and finished 2024 near \$72 per barrel. WTI reached a high of \$85 per barrel in April 2024 and a low of \$67 per barrel in September 2024. WTI has declined since the beginning of 2025 as a result of global uncertainties. WTI is currently trading around \$62 per barrel after reaching a low of \$57 in early May 2025.
As of May 23, 2025, the US land drilling active rig count and Permian rig count was 553 and 279, respectively. As of December 31, 2024, the US land drilling active rig count and Permian rig count was 573 and 304, respectively. In comparison, as of December 31, 2023, the US land drilling active rig count and Permian rig count was 601 and 307, respectively. We currently have nine of our eleven rigs under contract.
Outlook
Based upon current commodity prices and discussions with operators who have been focused on budgets and production discipline, we also believe shale oil production levels have peaked and could indicate that the Permian rig count has reached or is near a bottom. Resolution of global uncertainties, potential tariffs, and other global unrest will impact the second half of 2025 in terms of WTI prices and drilling activity.
Recent E&P acquisition announcements could continue to influence dayrates and rig counts and could impact our ability to renew working rigs and reactivate stacked rigs. As E&P operators remain focused on maintaining current production levels and with drilling but uncompleted (DUCs) wells at decade lows in the Permian basin, we believe "super spec" rigs will remain in high demand in the Permian basin and see increasing incoming interest for rigs later in 2024.
The company declared and paid dividends of MUSD 8.7 subsequent to December 31, 2024 through the date of the issuance of this report.
KPMG AS Kanalveien 11 P.O. Box 4 Kristianborg N-5822 Bergen
Telephone +47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA
To the General Meeting of NorAm Drilling AS
Independent Auditor's Report
Opinion
We have audited the financial statements of NorAm Drilling AS, which comprise:
- the financial statements of the parent company NorAm Drilling AS (the Company), which comprise the balance sheet as at 31 December 2024, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
- the consolidated financial statements of NorAm Drilling AS and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2024, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion
- the financial statements comply with applicable statutory requirements,
- the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and
- the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report. The other information comprises information in the annual report, but
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does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
- is consistent with the financial statements and
- contains the information required by applicable statutory requirements.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
- identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
- evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
- obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Bergen, 28 May 2025
KPMG AS
Bjart Roger Vie State Authorised Public Accountant (This document is signed electronically)
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