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2023
Archer Limited
ANNUAL REPORT
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Archer 2023 Annual Report
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Archer 2023 Annual Report
Board of Director’s Report 4
Report of Independent Auditors 28
Consolidated Statements of Operations 34
Consolidated Statements of Comprehensive Loss 35
Consolidated Balance Sheet 36
Consolidated Statements of Cash Flows 37
Consolidated Statement of Changes in Shareholders’ Equity 38
Notes 40
Appendix1 – Corporate Governance 70
Appendix 2 – Material Subsidiaries 75
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Board of Directors’ Report
Business overview
Archer Limited (“Archer” or the “Company”), along with its
subsidiaries (the “Group”), is a global services provider with a
heritage in drilling and well services that stretches back over 50
years. We employed 4,856 people in our global drilling and well
services operations as of December 31, 2023. We deliver high
quality products and services, provided by our experienced
workforce, with an outstanding record of performance and safety.
We aim to deliver the best drilling and well services to the global
energy industry.
Our comprehensive drilling and work-over services include
platform drilling, land drilling, modular drilling rigs, engineering
services, and equipment rentals as well as a select range of support
services and products.
Our global well services capabilities include a wide range of
products and services for, well imaging, well integrity, production
logging, well interventions, wellbore and blowout preventer clean
outs, casing cutting and sidetracks, temporary or permanent
plugging and abandonments, and decommissioning, all of which
are aimed at improving well performance and extending well life,
while reducing overall service operating time. We support our
customers in critical processes such as well construction, well
completion, well intervention and well plugging and abandonment.
Our differentiated technologies in wellbore imaging, well
construction and well integrity are an important and integral part
of our strategy to support our customers in delivering better wells.
Archer has over time developed and invested in both well P&A
services and technologies, and we are proud to offer the broadest
and the most advanced P&A service offering within the industry.
We operate primarily in Norway, the United Kingdom and
Argentina, but we also have operations in Asia, Oceania, Eastern
Europe, North America, South America, the Middle East and Africa.
Archer Limited was incorporated in Bermuda on August 31, 2007,
with registration number 40612, as an exempted, limited company
and is organised and exists under the laws of Bermuda.
Archers registered office is at Par la Ville Place, 14 Par la Ville Road,
Hamilton HM 08, Bermuda. Archer is listed on the Oslo Stock
Exchange under the ticker symbol ARCH and our website is
www.archerwell.com.
Principal markets
The Group operates in 40 locations providing drilling services,
well integrity and intervention, plug and abandonment and
decommissioning to its upstream oil and gas clients. The Group’s
drilling teams secure production on 32 offshore platforms,
predominantly in the North Sea, and operate and owns 17 onshore
drilling rigs and 38 workover and service rigs in South America.
The Group’s comprehensive drilling and workover services include
platform drilling, land drilling, directional drilling, drill bits, modular
rigs, engineering and equipment rentals, as well as a select range
of well delivery support services and products.
The Group’s operations are managed through three segments:
Platform Operations, Well Services and Land Drilling. The Group’s
current three segments are described further in the following.
The Platform Operations segment includes the divisions:
platform drilling, the modular rigs and engineering.
a) Platform drilling
The Group conducts offshore drilling services on client owned
fixed oil and gas installations, referred to as “platforms”. The
Group supplies experienced personnel for drilling operations,
maintenance, and technical support on fixed production platforms.
The scope of services the Group provides is detailed in client-
specific contracts, which are also used to govern the relationship
between the Group and its clients. The Group’s business
requires a high volume of personnel who are employed offshore
to provide the services on a structured work rotation cycle.
b) Modular rigs
The Group constructed and operates two modular drilling
units, the Archer Emerald (2012) and the Archer Topaz (2014),
to cost-effectively service the platform drilling industry. The rigs
are designed to operate stand-alone and can be rigged up on
certain offshore platforms to provide complete life-cycle drilling
and work-over services from initial well delivery right through to
decommissioning. Typical operations include conventional drilling/
sidetrack operations, snubbing services, work-over services,
through tubing rotary drilling, managed-pressure drilling and plug
and abandonment activities.
c) Engineering
From projects on fixed and mobile installations, to asset
management and consultancy, the Group provides engineering
services encompassing conceptual solutions through detailed
design and construction to final offshore and onshore
commissioning.
The Well Services segment includes the Oiltools, Coiled
Tubing and Wireline divisions.
a) Oiltools
The Group’s Oiltools division has developed a range of technology
and tools to enhance safety and well integrity, and to optimise
heavy well interventions. From gas-tight stage tools and barrier
plugs, traditional down-hole equipment and high tier solutions for
well intervention and for the plug and abandonment of wells. The
solutions contribute to the efficient management and integrity of a
well throughout its life.
b) Wireline
Archer Wireline offers a full range of wireline intervention and cased
hole logging services throughout the well lifecycle. Intervention
by wireline allows for cost-efficient diagnostics, maintenance and
repair of oil and gas wells within the drilling, completion, production,
workover, and abandonment phases.
c) Coiled Tubing
Archer offers coil tubing and pumping services to the UK market.
The Group’s Land Drilling segment consists of one division,
being Archer’s land drilling operation in South America.
a) Land Drilling
Archer is a Land Drilling contractor in Argentina and Bolivia with
more than 1,700 drilling and maintenance personnel. Archer’s
drilling staff currently operate 12 drilling rigs, 16 workover rigs and
15 pulling units. Archer owns 17 drilling rigs, 20 workover rigs and
18 pulling units in operating conditions. The service offerings within
Archers Land Drilling division includes an integrated drilling and
work over operations.
The Group has facilities and offices in Argentina, Australia, Bermuda,
Bolivia, Brazil, Canada, Dubai, Malaysia, New Zealand, Norway,
Poland, the United Arab Emirates, the United Kingdom and the
United States.
Outlook
Archer expects global energy consumption to continue to
increase, with oil and gas remaining an important part of the
energy mix as the global energy transition evolves. Offshore and
onshore reserves will be vital for future energy supply and support
demand for Archer’s service offerings globally. With stable oil and
gas prices, Archer sees operators slowly adjusting the activity and
the demand for Archer’s services. Archers main activity remains
within the brownfield portion of the oil and gas value chain, which
is less volatile than the greenfield developments.
Short-term, Archer expects increased focus from the operators
towards production drilling from producing fields, both onshore
and offshore. Over time Archer expects that the number of
production facilities in the North Sea will decline as production
and services relating to oil and gas related exploration will enter a
declining phase in the North Sea. The pace and magnitude of the
demand shift from hydrocarbons to renewables remain uncertain
and difficult to predict, and the impact on the Groups business
is subject to a number of factors. At the same time, the energy
transition also presents possible new markets for Archer services.
In particular, Archer focuses on further advancing its OneArcher
operating model and capitalizing on Archer’s market presence to
capture a substantial portion of the Plug and Abandonment work
that is required in the North Sea in the decades ahead.
We deliver high quality products
and services, provided by our ex-
perienced workforce, with an out-
standing record of performance and
safety.
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Archer 2023 Annual Report Archer 2023 Annual Report
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Board of Directors’ Report
Financial review
2023 Operating results
Revenue for the year ended December 31, 2023 was $1,169.3 million
or 21% higher than the revenue in 2022 with increased revenue
from all our divisions. The increase in revenue was particularly high
in our Well Services segment, fueled by the acquisitions of Romar
Abrado and Baker Hughes’ coil tubing business in 2023.
EBITDA, (Earnings before Interest and Other financial items, Taxes,
Depreciation and Amortisation) for the year ended December 31,
2023 was $116.8 million, representing an increase of 36% compared
to 2022. The increase in reported EBITDA is driven by improvements
in all divisions, particularly in Land Drilling and Well Services.
Platform Operation revenue was 19% higher than in 2022 with
increased revenue from Platform Drilling, Modular Rigs and
Engineering services. EBITDA increased by 12% over 2022.
Well Services revenue increased by 26% compared to 2022,driven
primarily by increased revenue from both Oiltools, and further
fuelled by the above-mentioned acquisitions. The increased activity,
combined with margin expansion led to an overall 58% increase in
EBITDA compared to 2022.
Land Drilling revenue increased by 17% compared with 2022,
reflecting increased activity levels in Argentina during 2022,
combined with an overall improvement in demand for our services.
Year-on-year EBITDA improved by 68% due to higher activity and
margin expansion.
Total expenses, including reimbursable expenses and depreciation
for the year ended December 31, 2023 amounted to $1,104.5 million,
an increase of 17% compared to the year ended December 31, 2022.
Our depreciation and amortisation expenses for the year ended
December 31, 2023 amounted to $49.8 million, an increase of 1%
compared to $49.5 million for the year ended December 31, 2022.
We test goodwill for impairment on an annual basis during the
fourth quarter and between annual tests if an event occurs, or
circumstances change, that would more likely than not reduce the
fair value of a reporting unit below its carrying amount. The testing
of the valuation of goodwill involves significant judgment and
assumptions to be made in connection with the future performance
of the various components of our business operations, including
assumptions about future cash flows of each reporting unit,
discount rates applied to these cash flows and current market
estimates of value. In the event that market conditions deteriorate
or there is a prolonged downturn, the Group may be required to
record an impairment of goodwill, and such impairment could
be material. All of our goodwill relates to our Platform Operations
and Well Services segments. Both segments have seen improved
results in the last couple of years, and they have a solid contract
backlog for the next 3-5 years. Based on the combined improved
results, order backlog and forecasts, we identified no impairment
requirement at December 31, 2023.
We test our fixed assets for impairment on an annual basis during
the fourth quarter and between annual tests if an event occurs,
or circumstances change, that would more likely than not reduce
the fair value of a reporting unit below the carrying amount.
The testing of the valuation of our assets involves significant
judgement and assumptions to be made in connection with the
future performance of those assets in our business operations,
including assumptions about future cash flows generated from
these assets, discount rates applied to these cash flows and current
market estimates of value. As a result of our testing in 2023 we
have recognised total impairment charges of $2.7 million relating
to our land rigs in Argentina. The carrying values of our remaining
rigs are supported by current contracts, estimated future cash flow
forecasts and valuation reports from independent appraisers.
Our general and administrative expenses for the year ended
December 31, 2023 amounted to $46.8 million, an increase of 6.0%
compared to $40.7 million for the year ended December 31, 2022.
Net interest expense for the year ended December 31, 2023
amounted to $51.8 million, an increase of 61% compared to 32.1
million for the year ended December 31, 2022. The increase in net
interest expense reflects both the general increase in USD interest
rates in 2023 compared to 2022 and higher credit margin, partly
offset by a reduction in the overall debt following the refinancing
in 2023. In addition, the amortization of prepaid debt fees which
is included in the interest cost, amounted to $5.6 million in 2023
compared to $1.3 in 2022. Net interest-bearing debt was $368
million at December 31, 2023, compared to $505 million on
December 31, 2022.
Other financial items for the year ended December 31, 2023,
amounted to a net cost of $30.5 million, compared to a gain of $17.3
million for the year ended December 31, 2022. Other financial items
included foreign exchange gains and losses. We are exposed to the
effect of currency exchange movements. In 2023, we recorded an
exchange loss of $19.0 million (2022: $18.5 million). We recorded a
loss of $5.6 million in 2023 as we divested our shareholding in KLX
Energy LLC in 2023.
In the Land Drilling division, the Company is capitalizing on Archer’s
expertise and assets to be the Argentinean operator’s driller of
choice in the ongoing development of the Vaca Muerta shale oil
and gas.
Strategy
The strategy of the Group is to deliver better wells and to be
the “supplier of choice” for drilling services, well integrity, well
interventions as well as plug and abandonments. The Group aims
to achieve this by continuously improving its services and product
quality and by utilising people who demonstrate the values of the
Group and deliver excellence. This approach enables the Group
to further broaden its reach, both geographically and technically,
and it can be the foundation to secure longer term profitable
growth. The Group will continue to pursue opportunities to benefit
from economies of scale, to selectively strengthen the Groups
geographical footprint and to develop proprietary technologies.
We are committed to contributing to the ongoing energy
transition. Through continuous development of new technologies
and services we will reduce our energy consumption as a key
partner in our clients’ low carbon agendas. Our strategic direction
for all business units and cross divisional activities is to focus on
supporting and developing our low carbon agenda, resilient oil
and gas offering - particularly within the growing P&A market
and renewables and transition. As a part of our long-term energy
transition strategy, Archer acquired in 2022, 50% of Iceland Drilling
Company Ltd, an international deep geothermal drilling and
integrated well service company. Archer has committed to a 30%
reduction in CO2 emissions by 2030 compared to 2018 and net-
zero by 2050. Our target is for renewables and energy transition
activity to account for 35% of our revenue by 2040.
Subsequent Events
In January 2024, Archer was awarded a 2.5-year contract extension
for three drilling rigs operating in Pan Americans Cerro Dragon
Field and a two-year contract for one additional drilling rig in Vaca
Muerta.
In March 2024, Archer was awarded a 2-year platform drilling
contract with Trident Energy do Brasil.
In March 2024, Archer was awarded a 4-year platform drilling
contract extension for the operation of nine installations in the
North Sea for Equinor.
In March 2024, Archer announced the agreement to acquire 65%
of the shares in Vertikal Service AS, a Norwegian based energy
service company.
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Archer 2023 Annual Report Archer 2023 Annual Report
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The net loss before taxes in 2023 amounted to $22.2 million,
compared to a net income of $23.1 million for the financial year
2022.
Our total income tax charges for 2023 amounted to a tax expense
of $5.9 million as compared to an expense of $13.3 million for 2022.
The Group’s net tax expense primarily relates to tax expense from
operations in Europe, driven by underlying improved profitability
for the operations in Norway and South America.
The net loss in 2023 amounted to $28.1 million, compared to a net
income of $9.8 million for the financial year 2022.
We have proposed no dividends for the year ended December 31,
2023.
Balance sheet
Our total current assets were $354.8 million at December 31, 2023,
an increase of 4% compared to $339.8 million at December 31, 2022.
Accounts receivable increased by $31.2 million, or 20% reflecting an
increase in business activity. The reduction of $30.0 million in Cash
and cash equivalent was primarily driven by repayment of funds
drawn under our revolving facility and the establishment of a cash
pool solution including an overdraft facility.
Our total non-current assets were $550.9 million at December 31,
2023 and consisted primarily of fixed assets used in our operations,
goodwill, and right of use assets under operating leases. The
reduction of $15.5 million or 3% compared to $566.4 million in 2022,
is mainly due to the divestiture of our shares in KLX Energy LLC
during 2023.
As of December 31, 2023, our total assets amounted to $905.7
million, compared to $906.2 million at December 31, 2022.
Our total current liabilities were $281.2 million at December 31, 2023
compared to $778.1 million at 31 December 2022, a reduction of
$496.9 million. The reduction is explained by the classification of
the main credit facilities as long term debt following the Refinancing
during 2023.
Our total non-current liabilities were $428.3 million at December
31, 2023 and consisted primarily of the First and Second Lien debt.
Cash flows
The following table summarises our cash flows from operating,
investing and financing activities for the years ended December
31, 2023 and 2022.
Summary of cash flows
Cash flow from operating activities increased in 2023, compared
to 2022 resulting from improved operational performance, partially
offset by an increase in our net working capital.
Cash outflow from investing activities totaled $48.7 million in 2023
compared to $43.6 million in 2022.
In 2023 cash used by financing activities amounted to $38.9 million,
which was the result from a reduction in net drawing following the
refinancing in 2023.
Other events
Acquisition of Romar-Abrado
In January 2023, Archer completed the acquisition of Romar-
Abrado, an unrelated company who offers advanced milling and
SWARF handling services to the global P&A market. The acquisition
is based on an enterprise value of $8 million, plus earn-out pending
trading performance over 2023 to 2025, which we recoded at an
initial estimated amount of $3.7 million. Romar-Abrado is included
in our Well Services reporting segment.
Acquisition of Baker Hughes coiled tubing business in the UK
In April 2023, Archer completed the acquisition of Baker Hughes
coiled tubing business in the UK (“BH CT”), an unrelated company
who offers coil tubing and pumping services to the UK market. The
acquisition is based on an enterprise value of $7 million. BH CT is
reported under our Well Services reporting segment.
The Refinancing
In March 2023, the Company announced that it had reached
an agreement in principle with its secured lenders and other
stakeholders regarding a contemplated refinancing solution for the
Group (the “Refinancing”). The Refinancing consisted of the Private
Placement, the new First Lien Facility, the new Second Lien Bonds,
In USD millions
2023 2022
Net cash provided by operating activities 55.7 41.5
Net cash used in investing activities (48.7) (43.6)
Net cash provided by/(used in) financing activities (43.7) 37.1
Effect of exchange rate changes on cash and cash
equivalents
(0.7) (7.5)
Cash and cash equivalents, including restricted
cash at the beginning of the year
93.0 65.5
Cash and cash equivalents, including
restricted cash, at the end of the year
55.6 93.0
Archer 2023 Annual Report
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Archer 2023 Annual Report Archer 2023 Annual Report
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Board of Directors’ Report
Financial review
the conversion of the related party subordinated loan and the full
repayment of the multicurrency term and revolving credit facility.
a) The Private Placement
In March 2023, the Company raised the NOK equivalent of $100
million in gross new equity through a Private Placement of new
common shares. The Company carried out a subsequent offering
of new shares directed towards existing shareholders in the
Company as of 6 March 2023, raising an additional $1.7 million. A
total of $2.1 million was expensed in relation to the equity private
placement.
b) First Lien Facility
In April 2023, the Companys indirectly and directly owned
subsidiary Archer Norge AS and Archer Assets (UK) Ltd., entered
into a new First Lien Loan Facility in relation to a $260 million
multicurrency facility agreement (the “First Lien Facility”) consisting
of:
A $150 million multicurrency term loan facility
A $100 million multicurrency revolving credit facility
A $10 million multicurrency guarantee facility
The First Lien Facility have a tenor of 4 years with an interest rate
consisting of the Secured Overnight Financing Rate, or “SOFR” +
a margin of between 300 – 550 basis points, depending on the
leverage ratio. The guarantee facility was used towards issuance of
letters of credit, including the refinancing of existing letters of credit.
c) Second Lien Bond
In April 2023, the Companys indirectly wholly owned subsidiary
Archer Norge AS issued $200 million Second Lien Bonds with a
tenor of 4.25 years. Archer can elect an interest rate on the bonds
of either (i) (5.00%+SOFR) in cash interest + 5% payment-in-kind
interest, or (ii) 12%+ SOFR in payment-in-kind interest. Where the
payment-in-kind interest is settled by issuing additional bonds to the
bondholders. The Second Lien Bond Issue was fully back-stopped
by back-stop participants who have agreed to subscribe for such
Second Lien Bonds that are not subscribed for by other investors
in the public marketing of the Second Lien Bonds. As consideration
for the backstop commitment, the backstop providers received a
fee of $20 million. This fee was settled through the issuance of 208
million shares to the underwriters.
d) Conversion of the related party subordinated loan
As part of the Refinancing, the related party subordinated
loan was converted to 208 million shares in the Company.
e) The repayment of the Multi currency term and revolving
credit facility
The proceeds from the issuance of the First Lien Debt, the Second
Lien Bonds, the Private Placement and the Subsequent Offering
were applied to the full repayment of the Multi currency term and
revolving credit facility in April 2023, concluding the Refinancing.
Key figures
Going concern
Our Board of Directors confirms their assumption of the Group as
a going concern for the foreseeable future, being a period of not
less than 12 months from the date of this report. This assumption is
based on the liquidity position of the Group, forecasted operating
results, the debt maturity being extended to 2027 following the
refinancing in 2023, and the market outlook for the oil service
sector as at December 31, 2023. The Board believes the annual
report provides a fair presentation of the Groups assets and debt,
financial position and financial performance.
2023 2022
Revenue In USD millions 1,169 970
EBITDA1 In USD millions 117 86
EBITDA before exceptional items2 In USD millions 125 95
Net (loss)/income from continuing operations In
USD millions
(28.1) 9.8
Net interest-bearing debt In USD millions 368 505
Employees at December 31 4,856 4,668
¹ EBITDA is defined as earnings before Interest and Other financial items, Taxes,
Depreciation, Amortisation and Impairments. This non-GAAP measurement is widely
used by analysts and investors for assessing the company’s underlying performance
and comparisons with other companies within the industry.
2 Exceptional items include severance payments, costs of idle personnel in Latin
America and office closure costs which are non-recurring and are not directly
related to our current business operations, as disclosed in Note 4 Compensation
and severance expensesto the consolidated financial statements.
Board of Directors’ Report
Health, Safety and Environmental
Archers HSE philosophy is to establish and maintain an incident-
free workplace where accidents, injuries or losses do not occur.
Safety is one of our key values. The value is embedded in the way
we work in compliance with our procedures, with the authority
to ‘stop work’ if safety is compromised, planning before we act,
evaluating performance to ensure we improve, and maintaining a
positive working environment.
Measuring performance is a key element in Archer’s continuous
improvement process, and results are monitored constantly and
systematically. A selection of KPIs reflecting Archer’s policies and
objectives is reviewed down to installation level and reported to
management on a monthly basis.
External and internal audits, verifications, inspections, and
management visits offshore are carried out to measure
compliance towards requirements. Archer has the last couple of
years introduced a new tool, which we call check-act. The check-
act is also a verification tool, but more based on interviews with
focus on getting employee feedback on status and suggestions
for improvements. This increases the ownership to improvement
actions coming out of the check-acts.
The close monitoring of the KPI results facilitates analysis of trends
and causes, enabling the management to implement corrective
actions if and when required. Together with the outcome of audits
and inspections and the discussions in our management reviews,
these results are used in the preparation of the annual HSE focus
plans.
The main element in the Archer 2023 QHSE plan has been the
further follow-up of the Archer safety culture program; The big 5 &
the broken window. Via different initiatives during the year, Archer
reinforced the message in these two programs.
The Big 5 is an Archer initiated safety culture program, the focus
for the program is the personal motivation each of us must stay
incident free. The main theme is to stay incident free so that we
can go back home and do what we love the most. The Big 5, are
each employee’s most important reasons to stay safe at work. The
question we ask is, how will a serious injury impact your life and
your Big 5.
The broken window theory is basically one of escalation of
behaviour based on social norms. The principle of the theory is
that when people see broken windows and buildings or cars, they
tend to think no one really cares and no one is in charge. And it’s
then more likely that other windows will get broken. It is easy to
imagine how social signals and acceptable behaviour can apply to
improving and maintaining a healthy organisational safety culture.
It is all about:
Defining acceptable behaviour
Giving employees the tools they need to conform to expectations
i.e. safety training, well maintained equipment, etc.
And signalling that behaviour consistently.
The Big 5 & the broken window will continue to play a central role in
the Archer HSE plan for 2024, ensuring a continued improvement
in the Archer total recordable injury frequency (“TRIF”) trend.
Archer continued its focus on the IOGP Life-saving rules. The rules
describe key actions to prevent fatal injuries related to 9 different
high-risk activities. Archer rolled out 4 information packages related
to Life saving rules in 2023 using video material, presentation
material and group work tasks. The adherence to the Lifesaving
Rules were verified using internal inspections and management
hands-on activities.
Compared with 2022, the 2023 TRIF trend had a slight decrease
from 0.54 to 0.52, and the LTI trend ended at 0.19. Archer injury trend
is based on number of injuries during 200,000 work-hours. No
high potential incidents were reported in 2023 and all the incidents
Archer experienced during the year had minor personal impact.
Archer is a people business, there-
fore the diversity in our framework
has high focus and is very important
to us.
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Archer 2023 Annual Report Archer 2023 Annual Report
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Most incidents can easily be avoided, which is why we keep
consistent and high QHSE focus. To ensure this is highlighted and
to ensure we reach our success criteria the following actions will be
put in place and monitored during the 2024:
Introducing Archer Safe Day – how do we use our HSE tools to
stay incident free today, tomorrow and every day.
Global program for check-acts
The Big 5 & broken window reinforcement
Quality rules
Daily risk management
Mental health
Human & Organisational Performance
The following table provides a summary of our work injury statistics.
The table above illustrates the total amount of recordable personnel
injuries for Archer Platform Operations, Well Services and Land Drilling.
Archer is actively working to minimise the risk of damage to the
environment as a result of operations. This includes the systematic
registration of emissions and discharges and pre-emptive action in
selecting chemicals that cause minimum harm to the environment.
However, there are still risks of environmental damage and negative
consequences for the company. In 2023 Archer had no reportable spills.
The Archer Management system is certified according to the ISO
9001:2015 certificate. Oiltools Norway, UK and US are certified in ac-
cordance with API Q1. In addition, the UK and Brazil operations are
accredited to the ISO 14001:2015 for Environmental Management
Standards. Archer has described the social responsibility in its man-
agement system and made clear commitments throughout the year.
Sustainability
The company publishes its Environmental, Social, Governance
report (ESG) in parallel with this Annual Report. The ESG report
has been prepared in accordance with the framework established
by the Sustainability Accounting Standards Board (SASB) for Oil
and Gas Services. This report allows us to identify, manage and
report on material ESG factors specific to our Industry. The report
is published to provide investors, banks and other stakeholders
with easy access to extra-financial information. More information
is available in the ESG 2023 report on our homepage, please visit
https://www.archerwell.com/sustainability/
Transparency act
Archer respects and acknowledges the principles of fundamental
human rights and decent working conditions as
defined in the Norwegian Transparency Act (“NTA”). Archer’s
assessments in accordance with the requirements of the
NTA for 2024 will be made available on the Companys website
when it is approved prior to June 30, 2024, in compliance
with the requirements of the NTA. The 2023 assessment is available
on our website.
Employees and diversity
We are proud to see that our global workforces’ dedication to
demonstrating our values and delivering excellent performance to
our clients has continued to impress throughout 2023. The pandemic
gave us a good learning about the importance of the quality of the
way we work and interact as individuals and as teams, following the
importance of focus to, and caring about, physical and mental health.
The Archer Group is an equal
opportunity employer and exercises
fair treatment to all individuals
regardless of race, colour, religion,
gender, national origin, age, disability
or any other status protected by law.
2023 2022
Area
Loss Time
Injuries
Medical
Treatment
Cases
Loss Time
Injuries
Medical
Treatment
Cases
Platform Operation 6 9 5 12
Well Services 1 3 2 1
Land Drilling 1 1 0 2
Archer Total 8 13 7 15
We have during the year continued to increase focus to and use
of digitalisation to improve our work processes and upheld the
opportunity to practise work flexibility for our workforce. This has
been appreciated from our global workforce and has stabilised our
ability to connect and to support our clients with reduced mobility
and home office requirements. Employee survey indicate that this
flexibility has had a positive impact to them, who have experienced
an overall better work – life balance.
The geopolitical situation in the Middle East escalated in October
with the situation between Israel and Hamaz. This situation has
increased uncertainties for our employees in the region, which has
caused increased focus on safety and security of them.
The total headcount for Archer had a net increase of 208
employees during 2023, with 4,856 employees at year-end. The
highest increase is within our Well Service division followed by a
minor increase for Platform Operations. Our Land Drilling division
had a stable workforce at average 1785 employees during the year.
Our diverse global workforce represents 52 nationalities. Although
the nature of our business entails a primarily male workforce, most
of our employees are working offshore at rig installations or in field
locations at onshore drilling rigs. Female employees make up 18%
of our onshore workforce, with 15% of those female employees
holding leadership positions. The total female ratio is 5.6%, an
increase of 0.2% compared to 2022.
Archer is a people business, therefore the diversity in our
framework has high focus and is very important to us. We firmly
believe that our people are our most valuable capital. Creating a
learning, sustainable and safe workplace is a key to the success of
our company.
The Archer Group is an equal opportunity employer and exercises
fair treatment to all individuals regardless of race, colour, religion,
gender, national origin, age, disability, or any other status protected
by law. This commitment applies to all employment decisions
and in all the countries in which Archer entities operate. Included
within our Human Rights policy is our commitment to respect the
principles in the UN Guiding Principles on Business and Human
Rights, the International Bill of Human Rights, and the ILO Core
Conventions on Labor Standards. Archer complies with established
international labour standards and employment legislation where
we operate and is committed to the prevention of child and forced
labour, non-discrimination in the workplace, the right of freedom
of association and assembly, and the right to collective bargaining.
Archer is a member of employer associations where applicable.
We have established union agreements with employee unions at
locations where required due to union presence, and we perform
regular meetings with union representatives.
Absenteeism
The target for overall absenteeism for the organisation is 4,0%
for offshore & field personnel and 2% for onshore personnel.
We are continuously focusing on follow up on the sick leave
absenteeism to understand how we best can get people back to
work as quick as possible. Managers have close communication
with their personnel on sick leave to ensure we keep close contact
between the employee and the company. As most locations have
established a flexible work policy for onshore staff, we can see that
some employees are working from home when same condition
previously would be taken as sick leave. The sickness rate for
Archer offshore / field employees ended at 4.0% and for onshore
employees ended at 2.1% for the year, which is 0,3% higher than
2022, but at same level as 2021.
Board of Directors’ Report
Health, Safety and Environmental
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Archer 2023 Annual Report Archer 2023 Annual Report
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Board of Directors’ Report
Risk factors
Risks Relating to the Group and the Industry in which the
Group Operates
The Groups business depends on the development and
production of oil and gas in the North Sea and internationally
The Group’s business depends on the level of activity of oil and
gas exploration, development, production, and decommissioning
in the North Sea and internationally, and in particular, the level
of exploration, development, production, and decommissioning
expenditures of the Groups customers. The North Sea is a mature
oil and natural gas production region that has experienced
substantial seismic survey and exploration activity for many years.
Because a large number of oil and natural gas prospects in this
region have already been drilled, additional prospects of sufficient
size and quality could be more difficult to identify in the future. The
decrease in the size of oil and natural gas prospects and a decrease
in production may result in reduced drilling activity in the North Sea.
As a significant portion of the Groups business is conducted in the
North Sea, such decrease may reduce the demand for the Group’s
services, which would adversely affect the Groups business, results
of operations, cash flows, financial condition and prospects. Further,
although the pace and magnitude of the demand for a shift from
hydrocarbons to renewable energy sources is uncertain and
difficult to predict, such energy transition could lead to a decline in
the demand for the Group’s services and thus negatively affect the
Group, and there can be no assurance that the Group will be able
to successfully adapt to such energy transition.
The Groups business is significantly dependent on the level of
oil and gas prices
The demand for the Group’s drilling and well services is adversely
affected by declines in exploration, development and production
activity associated with depressed oil and natural gas prices.
Historically, oil and gas prices have been highly volatile and subject
to large fluctuations in response to relatively minor changes in
the supply of and demand for oil and gas, market uncertainty
and a variety of other economic and political factors, as seen in
connection with the COVID-19 pandemic and the war in Ukraine.
The Group may fail to keep pace with technological changes
The Group provides drilling and well services in increasingly
challenging onshore and offshore environments. To meet its
clients’ needs, the Group must continually develop new, and
update existing, technology for the services it provides, primarily
in the Group’s well services division. In addition, rapid and
frequent technology and market demand changes can render
existing technologies obsolete, requiring substantial new capital
expenditures, and could have a negative impact on the Group’s
market share. For instance, the Groups Well Service divisions
have developed proprietary technologies. In the event that the
Group is unable to develop these technologies further in line with
the general market for competing technologies, the Group may
experience a material decrease in the demand for its technology,
which in turn could have a material adverse effect on the Group’s
operations, profitability and prospects.
The Groups industry is highly competitive
The Group’s industry is highly competitive. The Groups contracts are
traditionally awarded on a competitive bid basis, with pricing often
being the primary factor in determining which qualified contractor
is awarded a job, although each contractor’s technical capability,
product and service quality and availability, responsiveness,
experience, safety performance record and reputation for quality
can also be key factors in the determination.
Several other oilfield service companies are larger than the Group
and have resources that are significantly greater than the Groups
resources. Furthermore, the Group competes with several smaller
companies capable of competing effectively on a regional or local
basis. These competitors may be able to better withstand industry
downturns, compete on the basis of price, and acquire and
implement new equipment and technologies. Should the Group
not be able to compete effectively, this could adversely affect the
Group’s revenues and profitability.
The Groups Argentina operations could be affected by
government action
The Group’s land drilling division provides drilling and workover
services to operators in Argentina, and these operations account
for approximately 25-30% of the Groups total revenues. Argentina’s
has in the past defaulted on its sovereign debt, and from time to time
imposed capital restrictions, both leading to a challenging situation
for the oil and gas sector in the country, including the oil service
industry. How the government of Argentina invests in the energy
sector, makes changes to employment and labour legislation, and
formulates policy around taxation, currency control and exchange,
national debt repayment and commodity pricing could all have a
significant effect on the Group’s business in Argentina.
Currently, the Argentinean government has imposed strict capital
controls, including restrictions on payment to related parties for
services rendered. This restricts payment from Argentinean Archer
entities to non-Argentinean Archer entities using the official foreign
exchange market rates. Until these capital controls are lifted, Archer
cannot freely utilise cash generated from its Argentinean operation
to support the rest of the Group’s activity.
A small number of customers account for a significant portion of
the Groups total operating revenues
The Group derives a significant amount of its total operating
revenues from a few energy companies. In the year ended, 31
December 2023, Equinor, Pan American and YPF accounted for
approximately 45.3%, 18.0% and 7.8% of the Group’s total operating
revenues, respectively. During the year ended 31 December 2022,
contracts from Equinor, Pan American Energy and YPF accounted
for 47.6%, 18.8% and 8.6% of the Groups total operating revenues,
respectively. Consequently, the Groups financial condition and
results of operations will be materially adversely affected if these
customers interrupt or curtail their activities, terminate their
contracts with the Group, fail to renew their existing contracts or
refuse to award new contracts to the Group, and the Group is unable
to enter into contracts with new customers at comparable day
rates. As such, the loss of any significant customer could adversely
affect the Group’s financial condition and results of operations.
An oversupply of comparable rigs in the geographic markets in
which the Group competes could depress the utilisation rates
and day rates for its rigs
Utilisation rates, which are the number of days a rig actually works
divided by the number of days the rig is available for work, and day
rates, which are the contract prices customers pay for rigs per day,
are also affected by the total supply of comparable rigs available for
service in the geographic markets in which the Group competes.
Improvements in demand in a geographic market may cause the
Group’s competitors to respond by moving competing rigs into
the market, thus intensifying price competition. Significant new
rig construction could also intensify price competition. In the past,
there have been prolonged periods of rig oversupply with corre-
spondingly depressed utilisation rates and day rates largely due to
earlier, speculative construction of new rigs. Improvements in day
rates and expectations of longer-term, sustained improvements in
utilisation rates and day rates for drilling rigs may lead to construc-
tion of new rigs. Furthermore, these increases in the supply of rigs
could also depress the utilisation rates and day rates for the Group’s
modular rigs and thus materially reduce the Groups revenues and
profitability for this segment. The Group’s land drilling operations
in Argentina are particularly exposed to the aforementioned risks.
The Group will experience reduced profitability if its customers
reduce activity levels or terminate or seek to renegotiate their
contracts with the Group
Currently, the Group’s drilling services contracts with major
customers are largely day rate contracts, pursuant to which the
Group charges a fixed charge per day regardless of the number of
days needed to drill the well. Likewise, under the Group’s current
well services contracts, the Group charges a fixed daily fee. During
depressed market conditions, a customer may no longer need
services that are currently under contract or may be able to obtain
comparable services at a lower daily rate. As a result, customers
may seek to renegotiate the terms of their existing platform
drilling contracts with the Group or avoid their obligations under
such contracts. In addition, the Group’s customers may have the
right to terminate, or may seek to renegotiate, existing contracts
if the Group experiences downtime, operational problems above
the contractual limit or safety-related issues or in other specified
circumstances, which include events beyond the control of either
party.
Exploration and production operations involve numerous
operational risks and hazards
Substantially all the Groups operations are subject to hazards that
are customary for exploration and production activity, including
blowouts, reservoir damage, loss of well control, cratering, oil
and gas well fires and explosions, natural disasters, pollution and
mechanical failure. Any of these risks could result in damage to
or destruction of drilling equipment, personal injury and property
damage, suspension of operations, or environmental damage.
Risks relating to cyberattacks
The Group relies heavily on technology and data systems in order
to conduct its operations. The Group’s software, technology, data,
websites or networks, as well as those of third parties, are vulnerable
to security breaches, including unauthorised access, computer
viruses or other cyber threats that could have a security impact.
Although the Group has implemented security systems, the Group
may not be able to prevent cyber-attacks, such as phishing and
hacking, or prevent breaches caused by employee error, in a timely
manner or at all. If such events occur, unauthorised persons may
access or manipulate confidential and proprietary information
of the Group, destroy or cause interruptions in the Groups data
systems which in turn could adversely hamper the Groups
ability to execute projects and otherwise conduct its business.
Consequently, cyber-attacks or breaches negatively affecting the
Group’s data systems could have a material adverse effect on the
Group’s business, financial condition and results of operations.
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Archer 2023 Annual Report Archer 2023 Annual Report
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Board of Directors’ Report
Risk factors
Risks related to law, regulation and litigation
Risks related to the Group’s international operations
The Group has operations in 40 countries in Asia, Oceania, Europe,
North America, South America, the Middle East and Africa. As such,
the Group’s operations are subject to various laws and regulations
in the countries in which it operates, whose political and compliance
regimes differ. Part of the Groups strategy is to prudently and
opportunistically acquire businesses and assets that complement
the Group’s existing products and services and to expand the
Group’s geographic footprint. There can, however, be no assurance
that that Group will be able to successfully integrate businesses
or assets acquired in the future (domestic or abroad), and there is
a risk that substantial costs, delays, business disruptions or other
issues could arise in connection with such acquisitions, which in
turn could have a material adverse effect on the Group. Further, if
the Group makes acquisitions in other countries, the Group may
increase its exposure to various risks, such as unexpected changes
in regulatory requirements, foreign currency fluctuations and
devaluation, increased governmental ownership and regulation of
the economy in markets in which the Group operates, and other
forms of government regulations beyond the Group’s control.
Governments in some foreign countries have become increasingly
active in regulating and controlling the ownership of concessions
and companies holding concessions, the exploration for oil and
natural gas, and other aspects of their countries’ oil and natural gas
industries. In some areas of the world, this governmental activity
has adversely affected the amount of exploration and development
work done by major oil and natural gas companies and may
continue to do so. For instance, the Company has observed certain
foreign exchange restrictions in Argentina and Angola, an increase
of local content legislation in West Africa and more challenging
contracting practices by national oil companies (NOCs) in e.g.
Brazil, United Arab Emirates and Malaysia.
The Group is subject to governmental laws and regulations,
some of which may impose significant liability on the Group
Many aspects of the Group’s operations are subject to laws and
regulations that relate, directly or indirectly, to the oilfield services
industry, including laws requiring the Group to control the
discharge of oil and other contaminants into the environment,
requiring removal and clean-up of materials that may harm the
environment, controlling carbon dioxide emissions or otherwise
relating to environmental protection. The Group incurs, and
expects to continue to incur, capital and operating costs to comply
with environmental laws and regulations.
Although the Group actively works towards minimising the risk of
damage to the environment as a result of its operations, there are
still risks of environmental damage and negative consequences for
the Group. For example, the Company reported two spills in 2020.
Failure to comply with environmental laws and regulations may
result in the assessment of administrative, civil and even criminal
penalties, the imposition of remedial obligations, and the issuance
of injunctions that may limit or prohibit the Groups operations.
The technical requirements of environmental laws and regulations
are becoming increasingly expensive, complex and stringent. The
application of these requirements, the modification of existing
laws or regulations or the adoption of new laws or regulations
curtailing exploration and production activity could materially limit
the Group’s future contract opportunities, limit the Group’s activities
or the activities and levels of capital spending by the Group’s
customers, or materially increase the Groups costs.
The Groups failure to comply with anti-bribery laws may have a
negative impact on its ongoing operations
The Group operates in countries known to experience govern-
mental corruption, as indicated by Transparency International’s
Corruption Perception Index, such as Angola, Azerbaijan, Brazil and
Indonesia. While the Group is committed to conducting business
in a legal and ethical manner, there is a risk that its employees or
agents or those of its affiliates may take actions that violate leg-
islation promulgated by a number of countries pursuant to the
1997 OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions or other applicable
anti-corruption laws which generally prohibit companies and their
intermediaries from making improper payments for the purpose of
obtaining or retaining business. Any failure to comply with the anti-
bribery laws could subject the Group to fines, sanctions and other
penalties against it which could have a material adverse impact on
the Group’s business, financial condition and results of operations.
The Group is exposed to risk due to changes in tax laws or tax
practice of any jurisdiction in which the Group operates
The Company is a Bermuda company and, as such, the Company
has previously not been required to pay taxes in Bermuda on
income or capital gains pursuant to current Bermuda law. However
in December 2023 Bermuda implemented corporate income tax,
effective for fiscal years beginning on or after January 1, 2025. The
Bermuda income tax rules are intended to align to the Organisation
for Economic Co-operation and Development`s global anti-base
erosion (GloBE) rules to support consistent and predictable tax
outcomes. The calculation of taxable income begins with financial
accounting net income or loss (FANIL) determined in accordance
with the acceptable financial accounting standard used in preparing
the consolidated financial statements of the ultimate parent entity
of the group or, at the election of the Bermuda constituent entity,
another approved financial accounting standard. The statutory
income tax rate would be 15%. Certain of the Company’s subsidiaries
operate in jurisdictions where taxes are imposed, mainly Norway,
the United States of America, Argentina, Brazil and the United
Kingdom. For legal entities operating in taxable jurisdictions, the
Company computes tax on income in accordance with the tax
rules and regulations of the taxing authority where the income is
earned. Tax laws and regulations are highly complex and subject to
interpretation and change, and the income tax rates imposed by
these authorities vary. Thus, the Company is exposed to a material
risk regarding the correct application of the tax regulations as well
as possible future changes in the tax legislation of those relevant
countries. Any incorrect application or changes in tax regulations
or customs duty, could adversely affect the Group’s business,
financial condition, results of operations and prospects.
Risks related to labour disruptions
Union activity and general labour unrest may significantly affect
the Group’s operations in some jurisdictions. In Argentina and
Brazil, which are countries where the Group operates, labour
organisations have substantial support and considerable political
influence. The demands of labour organisations in Argentina
have increased in recent years as a result of the general labour
unrest and dissatisfaction resulting from the disparity between the
cost of living and salaries in Argentina due to the devaluation of
the Argentine Peso. Should the Group’s operations in Argentina,
or in other countries in which the Group operates, face labour
disruptions in the future, this could have a material adverse effect
on the Group’s financial condition and results of operations.
Risks relating to legal disputes
The Group may from time to time become involved in significant
legal disputes and legal proceedings relating to operations,
environmental issues, intellectual property rights or otherwise.
Risks related to financial matters
Risks relating to the new First Lien Loan and Second Lien Bonds
The Group’s financing arrangements (as described in Note 17 Debt),
impose, various restrictive covenants, including change of control
clauses, and undertakings that limit the discretion of the Group’s
management in operating the Group’s business. In particular, these
covenants limit the Group’s ability to, among other things:
Make certain types of loans and investments;
Incur or guarantee additional indebtedness;
Pay dividends, redeem or repurchase stock, prepay, redeem or
repurchase other debt or make other restricted payments;
Use proceeds from asset sales, new indebtedness or equity
issuances for general corporate purposes or investment into its
business;
Invest in joint ventures;
Create or incur liens;
Enter into transactions with affiliates;
Sell assets or consolidate or merge with or into other companies;
and
Enter into new lines of business.
The Group’s continued ability to incur additional debt and to
conduct business in general is subject to the Group’s compliance
with the above-mentioned covenants, which limit the discretion of
management in operating the Group’s business and that, in turn,
could impair the Group’s ability to meet its obligations. Breaches
of these covenants could result in defaults under the applicable
debt instruments and could trigger defaults under any of the
Group’s other indebtedness that is cross defaulted against such
instruments, even if the Group meets its payment obligations. In
particular, the First Lien Facility includes a change of control clause
which, if triggered, will, inter alia, entitle a lender or guarantee
facility bank to require repayment under the First Lien Facility,
and also entitle a lender to cancel its commitment under the
First Lien Facility. Financial and other covenants that limit the
Group’s operational flexibility, as well as defaults resulting from
breach of these covenants, could have a material adverse effect
on the Group’s business, results of operations, cash flows, financial
condition, and prospects.
The Groups results of operations may be adversely affected by
currency fluctuations.
The Group’s reporting currency is US Dollars, but the Group
receives revenues and incur expenditures in other currencies due
to its international operations, mainly Argentine Pesos, Norwegian
kroner, and British pounds. As such, the Group is exposed to foreign
currency exchange movements in both transactions that are
denominated in currency other than US Dollars and in translating
consolidated subsidiaries who do not have a functional currency
of US Dollars. For the financial year 2023, the Group recognised
net foreign exchange losses of USD 19.0 million in its consolidated
income statement. The Group attempts to limit the risks of currency
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Archer 2023 Annual Report Archer 2023 Annual Report
20 21
Board of Directors’ Report
Risk factors
fluctuation and restrictions on currency repatriation where possible
by obtaining contracts providing for payment of a percentage of
the contract indexed to the U.S. dollar exchange rate. To the extent
possible, the Group seeks to limit its exposure to local currencies
by matching the acceptance of local currencies to the Group’s local
expense requirements in those currencies. However, there can be
no assurance that future hedging arrangements will be effective.
Consequently, fluctuations between USD, NOK, Argentine Pesos,
British pounds, and other currencies, may have a material adverse
effect on the Group’s cash flow and financial condition.
The Group currently has a significant level of debt and could
incur additional debt in the future.
As of 31 December 2023, the Group had total outstanding interest-
bearing debt of USD 420.1 million. This debt represented 46% of the
Group’s total assets. The Group’s current debt and the limitations
imposed on the Group by the current financing arrangement
or any future debt agreements could have significant adverse
consequences for the Group’s business and future prospects,
including the following:
Limit the Groups ability to obtain necessary financing in the
future for working capital, capital expenditure, acquisitions, debt
services requirements or other purposes;
Make it difficult for the Group to repay the debt as it comes due,
obtain extension of maturities or secure sufficient ;
Require the Group to dedicate a substantial portion of its cash
flow from operations to payments of principal and interest on its
debt;
Make the Group more vulnerable during downturns in its
business and limit its ability to take advantage of significant
business opportunities and to react to changes in the Group’s
business and in market or industry conditions; and
Place the Group at a competitive disadvantage compared to
competitors that have less debt.
If the Group’s operating income is not sufficient to service its current
or future indebtedness, the Group may be forced to take action
such as reducing or delaying its business activities, acquisitions,
investments or capital expenditures, selling assets, restructuring or
its debt or seeking additional equity capital, which in turn could
materially and adversely affect the business of the Group.
Interest rate fluctuations could affect the Group’s cash flow and
financial condition.
The Group has incurred, and may in the future incur, significant
amounts of debt. The Group is generally financed using floating
interest rates. The Group may be exposed to movements in interest
rates on non-USD Dollar-denominated debt. As such, movements
in interest rates could have a material adverse impact on the
Group’s cash flows as well as its financial condition.
The Group has recorded substantial goodwill which is subject to
periodic reviews of impairment.
The Group performs purchase price allocations to intangible assets
when it makes acquisitions. The excess of the purchase price after
allocation of fair values to tangible assets is allocated to identifiable
intangibles and thereafter to goodwill. As of 31 December 2023,
the goodwill amounted to $156.0 million, equivalent to 17% of the
asset values in the balance sheet. The Group is required to conduct
periodic reviews of goodwill for impairment in value. The testing
of the valuation of goodwill requires judgement and assumptions
to be made in connection with the future performance of the
various components of the Group’s business operations and may
significantly impact any subsequent impairment charge. Any
impairment would result in a non-cash charge against earnings in
the period reviewed, which may or may not create a tax benefit,
and would cause a corresponding decrease in shareholders’
equity. In the event that market conditions deteriorate or there is
a prolonged downturn, the Group may be required to record an
impairment of goodwill, and such impairment could be material.
Risks Relating to the Shares
Future issues of Shares may dilute the holdings of Shareholders.
The Company may decide to offer additional Shares in the future,
to finance new capital-intensive projects, to pursue merger and
acquisition opportunities, in connection with unanticipated liabilities
of expenses, for the purpose of delivering shares under employee
incentive programs or for any other purposes. As the Company
is a Bermuda exempted company limited by shares, shareholders
do not have the same preferential rights in a future offering in the
Company as shareholders in Norwegian limited liability companies
listed on the Oslo Stock Exchange normally have. Depending on
the structure of any future offering, certain existing shareholders
may therefore not be able to purchase additional equity securities,
meaning that these shareholders’ holding and voting interest may
be diluted.
Board of Directors’ Report
Share capital issues and Corporate Governance
Share Capital issues
At December 31, 2023, the number of shares issued was
1,624,264,969 corresponding to a share capital of $16,242,649.69. At
December 31, 2023, our authorised share capital was $20,000,000
consisting of 2,000,000,000 shares each with a par value of $0.01.
All of our shares are of the same class.
The issued shares are fully paid, and all issued shares represent
capital in the company. The shares are equal in all respects and
each share carries one vote at our General Meeting of shareholders.
None of our shareholders have different voting rights. The Board is
not aware of any other shareholders agreements or any take-over
bids during the year.
All of our issued shares are listed on the Oslo Stock Exchange and
the split of the shareholders, as registered in the Norwegian Central
Securities Depository (VPS), was as per the table below.
Shareholder overview as of December 31, 2023
Corporate governance
The Board has reviewed our compliance with various rules and
regulations, such as the Norwegian Accounting Act, the Norwegian
Code of Practice for Corporate Governance, as well as the
respective Bermuda law. A detailed discussion of each item can be
found in the compliance section of this annual report in Appendix
A. The Board believes that we are in compliance with the rules and
regulations except for certain sections where the reasons for this
noncompliance are provided.
PARATUS JU Newco Bermuda Limited 24.2%
Hemen Holding Limited 20.5%
Morgan Stanley & Co. Int. Plc. 4.3%
DNB Markets Aksjehandel/-analyse 2.8%
Others 48.2%
Graphics
Archer 2023 Annual Report Archer 2023 Annual Report
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Board of Directors’ Report
Board of Directors
Composition of the Board
Overall responsibility for the management of Archer Limited
and its subsidiaries rests with the Board. Our bye-laws provide
that the Board shall consist of a minimum of two directors and
the shareholders have currently approved a maximum of nine
directors. One of the directors is elected to act as chairman at
each Board meeting. Archer maintains Directors & Officers liability
insurance against liabilities incurred in their capacity as Director or
officer. The policy has a limit of $40 million.
Archer Limited’s business address at Par-la-Ville Place, 14 Par-la-
Ville Road, Hamilton HM 08, Bermuda, serves as c/o addresses for
the members of the Board in relation to their directorships of the
company.
James O’Shaughnessy
Director
James O’Shaughnessy has served as Director and Chairman of the
Audit Committee since September 2018. Prior to joining the Archer
Limited’s board of directors, O’Shaughnessy served as Executive
Vice President, Chief Accounting Officer and Corporate Control-
ler of Axis Capital Holdings Limited since March 2012. Prior to that
O’Shaughnessy has amongst others served as Chief Financial Of-
ficer of Flagstone Reinsurance Holdings and as Chief Accounting
Officer and Senior Vice President of Scottish Re Group Ltd., and
Chief Financial Officer of XL Re Ltd. at XL Group plc.
O’Shaughnessy received a Bachelor of Commerce degree from
University College, Cork, Ireland in 1985 and is both a Fellow of the
Institute of Chartered Accountants of Ireland, an Associate Mem-
ber of the Chartered Insurance Institute of the UK and a Chartered
Director.
O’Shaughnessy is an Irish, British, and Bermudan citizen, residing
in Bermuda.
Giovanni Dell’ Orto
Director
Giovanni Dell’ Orto was appointed as Director in February 2011.
Dell’Orto was President and Chief Executive Officer of DLS Drilling,
Logistics and Services from 1994 to August 2006; since then he
remains member of the board of DLS. He is a member of the board
of Energy Developments and Investments Corporation (EDIC), a
company with substantial investments in the oil and gas activities
in South America. Dell’Orto had a 23 years long experience in ENI,
with different positions in the Institutional Relations area; in 1983 he
was appointed by the Italian Government member of the board
and of the Executive Committee of ENI. He also served between
1985 and 1993 as Chairman and Chief Executive Officer of Saipem,
and as board member of Agip and Snam, at that time ENI´s
operational subsidiaries.
Dell’Orto is an Argentinean and Italian citizen and resides in
Switzerland.
Jan Erik Klepsland
Director
Klepsland, has served as Director in Archer since October 2021 and
as member of the compensation committee since December 2023.
Klepsland is an Investment Director in Seatankers Management
Norway AS where he is overseeing and managing various public
and private investments. He serves as a board member of Noram
Drilling AS, Fortis Operations AS and Northern Ocean Ltd. Prior to
joining Seatankers, he held the position as Partner at ABG Sundal
Collier and Prior to that Director in Nordea.
He holds an MSc in Finance from Norwegian School of Economics
(NHH). Klepsland is a Norwegian citizen and resides in Oslo, Norway.
Peter J. Sharpe
Director
Sharpe was appointed as a Director in November 2019 and as
chairman of the compensation committee since December 2023.
Sharpe retired from Shell in 2017 after holding a diverse range of
Executive Management positions at various international locations
over a period of 37 years. He Served as Executive Vice President
of Shell for over 10 years, with responsibility for managing Shell
upstream investments in well construction and maintenance
globally. He served as Chairman of Sirius Well Manufacturing Pte,
an independent joint venture between Shell and China National
Petroleum Corporation from 2012 to 2017, as a non-executive
director of Xtreme Drilling and Coil Services Corporation from
2008 to 2014 and as a Director of Seadrill Ltd from 2018 to 2020.
Sharpe received a Bachelor of Science degree from the University
of Hull in 1980. Sharpe is a UK citizen residing in the United
Kingdom.
Arne Sigve Nylund
Director
Nylund has served as director of Archer Limited since May 2023
and as member of the compensation committee since December
2023. Prior to this, Nylund has served as an Executive and has
operational leadership experience over a period of almost 40
years in Statoil/Equinor. He has been a Member of the Statoil/
Equinor Executive Committee for 8 years when he served as EVP
Development and Production Norway and EVP Projects, Drilling
and Procurement. He has broad experience from the various parts
of the value chain through different leadership roles both offshore
and onshore. Having established an extensive network within the
industry through leadership roles and board positions, he is now
working as an independent consultant/advisor engaged in board
work, leadership and strategy development.
Nylund has a degree within Business and Administration,
supplementing his background within Mechanical Engineering
and Operational Technology. Nylund is a Norwegian citizen and
resides in Sandnes, Norway.
Richard Stables
Director
Stables has served as Director since May 2023 and as member
of the Audit Committee since December 2023. He is a chartered
accountant with many years’ experience in banking and financial
services. He was a corporate finance partner at Lazard, where
he worked for 32 years until his retirement at the end of 2021. He
brings a wealth of knowledge and experience of the financial mar-
kets, corporate finance and strategy. He now runs his own consul-
tancy, Fulcrum Advisory Partners LLP, is a non-executive director of
The Gym Group plc and amongst other roles is a senior advisor to
Blantyre Capital Limited.
Stables holds an BSc in Engineering Sciences and Management
from Durham University. Stables is a British citizen and resides in
England.
Board independence
The Chairman of the company’s six-member Board of Directors
is elected by the Board of Directors and not by the shareholders
as recommended in the Norwegian Code of Practice. This is in
compliance with normal procedures under Bermuda law.
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Archer 2023 Annual Report Archer 2023 Annual Report
24 25
Board of Directors’ Report
Executive management
Dag Skindlo
Chief Executive Officer
Dag Skindlo joined Archer in April 2016
as CFO before his appointment as CEO in
March 2020.
Skindlo is a business-oriented executive
with over 30 years in the energy industry.
He joined Schlumberger in 1992 where
he held various financial and operational
positions before joining the Aker Group of
companies in 2005 where he held several
global CFO and Managing Director roles
before moving to Aquamarine Subsea as
CEO. In addition to his duties for Archer,
Skindlo currently serves as Chairman of the
Nasdaq listed oilfield service company KLX
Energy Services Holdings Inc.
Skindlo is a Norwegian citizen, holds a Mas-
ter of Science in Economics and Business
Administration from the Norwegian School
of Economy and Business Administration
(NHH), and resides in Oslo, Norway.
Espen Joranger
Chief Executive Officer
Espen Joranger joined Archer in May 2013
as the Finance Director for the North Sea
Region and held the position of Archer
Group Controller prior to his appointment
as CFO in March 2020.
Joranger started his career with EY in Nor-
way for 8 years, before joining Seadrill for
3 years as Director of Financial Accounting.
Joranger has over 20 years of experience
in the energy industry across a wide port-
folio of finance, accounting, M&A, strategy,
and investor relations.
Joranger is a state authorised Public Ac-
countant from the Norwegian School of
Economics and Business Administration
(NHH), is a Norwegian citizen, and resides
in Stavanger, Norway.
Adam Todd
General Counsel
Adam Todd was appointed General Coun-
sel of Archer in September 2017.
He started his career in 2003 with Canadi-
an law firms in Calgary, Alberta before join-
ing Aker Solutions in 2009 where he held
various senior corporate legal positions in
both Oslo and London. Todd brings with
him 20 years of international experience
advising on major global oil and gas pro-
jects, cross border M&A, litigation and dis-
pute resolution, compliance, and corporate
governance matters.
Todd holds a Juris Doctor from the Univer-
sity of Alberta, is a Canadian citizen, and re-
sides in Oslo, Norway.
Board of Directors’ Report
Responsibility Statement
We confirm that, to the best of our knowledge, the financial statements for 2023 have been prepared in accordance with the current
applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss for the Company
and the Group.
We also confirm that the Board of Directors Report includes a true and fair review of the development and performance of the business
and the position of the Company and the Group, together with a description of the financial risks and uncertainties facing the Company
and the Group.
March 22, 2024
The Board of Archer Limited
Jan Erik Klepsland
(Director)
Richard Stables
(Director)
Arne Sigve Nylund
(Director)
Giovanni Dell’ Orto
(Director)
Peter Sharpe
(Director)
James O’Shaughnessy
(Director)
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Archer 2023 Annual Report Archer 2023 Annual Report
26 27
Archer 2023 Annual Report
26
Financial Statements
2023
27
Graphics
PricewaterhouseCoopers AS, Kanalsletta 8, Postboks 8017, NO-4068 Stavanger
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the shareholders and Board of Directors of Archer Limited
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the consolidated financial statements of Archer Limited and its subsidiaries (the Group),
which comprise the balance sheet as at 31 December 2023, the statements of operations, statement of
comprehensive loss, statement of cash flows and statement of changes in shareholders’ equity for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion the consolidated financial statements give a fair presentation of the financial position of the
Group as at 31 December 2023, and its financial performance and its cash flows for the year then ended in
accordance with the accounting principles generally accepted in the United States of America (USGAAP).
Our opinion is consistent with our additional report to the Audit Committee.
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 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.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Group for 4 years from the election by the general meeting of the
shareholders on 26 May 2021 for the accounting year 2020.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
The Group’s business activities are largely unchanged compared to last year. We have not identified
regulatory changes, transactions or other events that qualified as new key audit matters. Valuation of
certain modular and land-based drilling rigs and Valuation of Goodwill have the same characteristics and
risks as in the prior year, and therefore continue to be areas of focus this year.
Key Audit Matters
How our audit addressed the Key Audit Matter
Valuation of certain modular and land-based drilling
rigs
The value of the
Group’s land-based and modular
drilling rigs is material to the financial statements
and constitute
s a major part of the carrying values
We evaluated and challenged management’s
assessment of indicators of impairment and the
process by which this was performed.
Archer 2023 Annual Report
28
2 / 5
of property plant and equipment of $ 313.1 million
as at 31 December 202
3.
Management identified indicators of
impairment
and consequently assessed the carrying values of
the drilling rigs for impairment. Management
assessed and compared the sum of the
undiscounted cash flows that the asset is
expected
to generate, including any estimated
disposal
proceeds
, to the carrying values. Where the
undiscounted cash flow for a rig was less
than its
carrying value, management adjusted the
carrying
value, by recording an impairment to its
estimated
recoverable value.
Based on management’s
impairment assessment,
an impairment of $ 2,7
million was recorded in 202
3 related to idle land-
based
drilling rigs.
We focused on this area due to the significant
carrying value of the rigs and the judgment
inherent
in the impairment assessment.
Management explains their impairment process
and assumptions in notes 5 and 13 to the
financial
statements
requirements and obtained
management as to how the
also assessed the
-on-year of the application of the
ed each rig to be a cash
We found the level of CGU
onsequently assessed
tested significant assumptions used by
eir forecast of future cash flows.
traced input data to actual
ed whether key
such as estimated utilisation rates
were consistent with historical
market rates and our
also performed a
assumptions made by
scenarios.
o assess management’s estimate of the fair
-based rigs, we considered evidence
an external valuation firm. We also
the objectivity and competence of the
provide reliable estimates. We interviewed
external valuation firm to understand how the
as provided with
by
Further, we assessed and found
sufficiently understood the
from the third party, including the
.
the information provided in the notes and
to be in line with the requirements.
Valuation of goodwill
The value of the Group’s goodwill is
material to the
financial statements and constitute
approximately
1/6 of the values in the balance
sheet.
The Group is required to
perform impairment
assessments of goodwill
at least annually. The
impairment assessment is performed on a reporting
unit level.
Management assesses and compares
the discounted cash flows that the reporting units
on 31 December 2023. We evaluated
and the
ed. We
against
requirements and obtained explanations
29
Archer 2023 Annual Report
Graphics
3 / 5
are expected to generate, to the carrying values of
goodwill for the respective reporting unit
.
Managemen
t concluded that goodwill was not
impaired at the balance sheet date.
We focused on this area due to the significant
carrying value of goodwill and the judgment
inherent in the impairment review.
Management explains their impairment process
and assumptio
ns in note 14 to the financial
statements.
from management as to how the specific
requirements of
the standards were met.
We
tested significant assumptions used by
management in their
forecast. This included
challenging management assumptions and
considering if they were consistent with historical
performance and our knowledge of the industry.
We
also performed a sensitivity analysis on the
assumptions
made by management using various
s
cenarios. From the evidence obtained we found
the
assumptions and methodology used to be
appropriate.
We also calculated the market
capitalization based on the quoted share price and
considered share price movements since year
-end.
Our testing of the disco
unt rate applied by
management included benchmarking of inflation
and
discount rates applied against external market
data.
No matters of
consequence arose from the
procedures above
.
We read
the information provided in the notes and
assessed this to be in
line with the requirements.
Other Information
The Board of Directors (management) is responsible for the information in the Board of Directors’ report and
the other information accompanying the financial statements. The other information comprises information
in the annual report, but 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 nor the
other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. 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.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a fair presentation in
accordance with the accounting principles generally accepted in the United States of America, 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.
Archer 2023 Annual Report
30
4 / 5
In preparing the financial statements, management is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless liquidation of the Group becomes imminent.
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 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 substantial doubt on 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 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.
31
Archer 2023 Annual Report
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33
Archer 2023 Annual Report
5 / 5
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Archer Limited, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name archerlimited-2023-12-31-en.zip, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with
ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements
(ISAE) 3000 “Assurance engagements other than audits or reviews of historical financial information”. The
standard requires us to plan and perform procedures to obtain reasonable assurance about whether the
financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Group’s processes
for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the
financial statements are presented in XHTML-format. We believe that the evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Stavanger, 22 March 2024
PricewaterhouseCoopers AS
Gunnar Slettebø
State Authorised Public Accountant
Consolidated statement of operations 34
Consolidated Statements of Comprehensive Loss 35
Consolidated balance sheet 36
Consolidated statement of cash flows 37
Consolidated statement of changes in shareholders’ equity 38
Notes to the Consolidated Financial Statements 40
Consolidated Financial Statements 2023
Archer 2023 Annual Report
Graphics
34 35
Archer 2023 Annual Report Archer 2023 Annual Report
(In USD millions) NOTE 2023 2022
Revenues
Operating revenues 25 977.2 823.3
Reimbursable revenues 25 192.1 146.9
Total revenues 1,169.3 970.2
Expenses
Operating expenses 4 805.8 691.7
Reimbursable expenses 188.8 145.8
Operating lease costs 18 11.3 6.0
Depreciation and amortisation 13 49.8 49.5
(Gain)/loss on sale of assets 13 (0.7) 0.0
Impairment charges 5 2.7 7.3
General and administrative expenses 46.8 40.7
Total expenses 1,104.5 940.9
Operating income 64.8 29.2
Gain on bargain purchase 6 (0.3) 9.2
Financial items
Interest income 13.2 2.5
Interest expenses 17 (65.0) (34.6)
Share of results in associated companies 12 (4.4) (0.6)
Other financial items 7 (30.5) 17.3
Total financial items (86.7) (15.4)
(Loss) / Income from continuing operations before taxes (22.2) 23.1
Income tax expense 8 (5.9) (13.3)
(Loss) / Income from continuing operations (28.1) 9.8
Net (Loss) / Income (28.1) 9.8
Income /(loss) per share – basic (0.02) 0.07
Income /(loss) per share – diluted (0.02) 0.07
Weighted average number of shares outstanding
Basic 9 1,273.6 148.8
Diluted 9 1,273.6 149.5
See accompanying notes that are an integral part of these Consolidated Financial Statements.
Archer Limited and subsidiaries
Consolidated statement of operations
(In USD millions) 2023 2022
Net income /(loss) (28.1) 9.8
Other comprehensive (loss) / income
Currency translation differences 3.9 (16.7)
Total other comprehensive loss 3.9 (16.7)
Total comprehensive loss (24.2) (6.9)
Accumulated Other Comprehensive Loss
(In USD millions) TRANSLATION DIFFERENCES OTHER COMPREHENSIVE INCOME TOTAL
Balance at December 31, 2021 7.2 0.6 7.8
Total other comprehensive income during 2022 (16.7) - (16.7)
Balance at December 31, 2022 (9.5) 0.6 (9.0)
Total other comprehensive income during 2023 3.9 - 3.9
Balance at December 31, 2023 (5.6) 0.6 (5.1)
See accompanying notes that are an integral part of these Consolidated Financial Statements.
Archer Limited and subsidiaries
Consolidated Statements of Comprehensive Loss
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36 37
Archer 2023 Annual Report Archer 2023 Annual Report
(In USD millions) NOTE DECEMBER 31, 2023 DECEMBER 31, 2022
Assets
Cash and cash equivalents 52.1 82.1
Restricted cash 3.5 10.9
Accounts receivables 3 183.8 152.6
Inventories 10 75.0 55.2
Other current assets 11 40.4 39.0
Total current assets 354.8 339.8
Investment in associated 12 12.3 11.8
Marketable securities 15.9
Property plant and equipment, net 13 313.1 310.7
Right of use assets 18 34.4 26.4
Deferred income tax asset 8 20.8 21.6
Goodwill 14 156.0 149.4
Other intangible assets, net 2.8 2.2
Deferred charges and other assets 15 11.6 28.4
Total noncurrent assets 550.9 566.4
Total assets 905.7 906.2
Liabilities And Shareholders’ Equity
Current portion of interest-bearing debt 17 17.6 562.9
Accounts payable 75.5 47.2
Operating Lease liabilities 18 11.4 5.6
Other current liabilities 16 173.0 162.3
Total current liabilities 277.5 778.1
Noncurrent liabilities
Long-term interest-bearing debt 17 402.5 8.7
Subordinated related party Loan 26 15.9
Operating Lease liabilities 18 22.9 20.8
Deferred tax 8 0.3 0.4
Other noncurrent liabilities 6.3 0.8
Total noncurrent liabilities 432.0 46.6
Shareholders’ equity 20 196.2 81.5
Total liabilities and shareholders’ equity 905.7 906.2
See accompanying notes that are an integral part of these Consolidated Financial Statements.
Archer Limited and subsidiaries
Consolidated balance sheet
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Cash Flows from Operating Activities
Net (loss)/profit from continuing operations (28.1) 9.8
Adjustment to reconcile net loss to net cash provided by operating activities
Depreciation and amortsation 49.8 49.5
Impairment of fixed assets 2.7 7.3
Share-based compensation expenses 0.2 0.1
(Gain)/loss on assets disposals (0.7) 0.0
Share of losses of unconsolidated affiliates 4.4 0.6
Amortisation of loan fees 5.6 1.3
Loss on settlement of subordinated debt 4.1 1.3
Mark to market of financial instruments 5.6 (7.7)
Mark to market of marketable securities (0.9) (13.1)
Change in deferred and accrued taxes 0.4 6.8
Gain on bargain purchase (9.2)
Increase in accounts receivable and other current assets (10.3) (55.8)
Decrease in inventories (16.8) 1.2
Increase in accounts payable and other current liabilities 32.2 43.4
Change in other operating assets and liabilities net, including non-cash fx effects 7.5 7.3
Net cash provided by operating activities 55.7 41.5
Cash Flows from Investing Activities
Capital expenditures (52.6) (30.3)
Proceeds from asset disposals 17.1 1.9
Investment in associated entities (5.2) (9.3)
Business acquisitions net of cash acquired (8.0) (5.9)
Net cash used by investing activities (48.7) (43.6)
Cash Flows from Financing Activities
Borrowings under revolving facilities, other long-term debt and financial leases 462.1 91.8
Repayments under revolving facilities, other long-term debt and financial leases (594.9) (54.5)
Gross proceeds from equity issues 100.6
Fees paid in relation to refinancing and equity issue (11.5)
Cash settlement of RSUs (0.2)
Net cash provided by financing activities (43.7) 37.1
Effect of exchange rate changes on cash and cash equivalents (0.7) (7.5)
Net increase in cash and cash equivalents (37.4) 27.5
Cash and cash equivalents, including restricted cash, at beginning of the period 93.0 65.5
Cash and cash equivalents, including restricted cash, at the end of the period 55.6 93.0
Interest paid 49.3 33.1
Taxes paid 5.3 6.5
See accompanying notes that are an integral part of these Consolidated Financial Statements
Archer Limited and subsidiaries
Consolidated statement of cash flows
Graphics
38 39
Archer 2023 Annual Report Archer 2023 Annual Report
(In USD millions)
COMMON
SHARES
ADDITIONAL
PAID-IN CAPITAL
ACCUMULATED
DEFICIT
ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
CONTRIBUTED
SURPLUS
TOTAL
SHAREHOLDERS’
EQUITY
Balance at December 31, 2021 1.5 928.1 (1,589.0) 7.8 740.1 88.5
Share based compensation 0.1 0.1
Translation differences (16.7) (16.7)
Cash Settlement of RSUs (0.2) (0.2)
Net income 9.8 9.8.
Balance at December 31, 2022 1.5 928.0 (1,579.2) (8.9) 740.1 81.5
Shared based compensation 0.2 0.2
Private placement 10.4 88.6 99.0
Subsequent offering 0.2 1.5 1.7
Shares issued in settlement of refinancing fees 4.2 35.9 40.1
Costs incurred in respect of the equity issues (2.1) (2.1)
Translation difference 3.9 3.9
Net income (28.1) (28.1)
Balance at December 31, 2023 16.2 1,052.1 (1,607.3) (5.0) 740.1 196.2
See accompanying notes that are an integral part of these Consolidated Financial Statements
Archer Limited and subsidiaries
Consolidated statement of changes in shareholders’ equity
Note 1 General Information 40
Note 2 Accounting Policies 41
Note 3 Revenue from contracts with customers 46
Note 4 Compensation and severance expenses 47
Note 5 Impairments 48
Note 6 Business acquisition 48
Note 7 Other Financial Items 50
Note 8 Income Taxes 51
Note 9 Earnings Per Share 53
Note 10 Inventories 53
Note 11 Other Current Assets 53
Note 12 Investments in Associates 54
Note 13 Property, Plant and Equipment 55
Note 14 Goodwill 56
Note 15 Other Noncurrent Assets 57
Note 16 Other Current Liabilities 57
Note 17 Debt 58
Note 18 Lease Obligations 60
Note 19 Commitments and Contingencies 62
Note 20 Share Capital 62
Note 21 Audit fees 63
Note 22 Long term incentive plans 64
Note 23 Pension Benefits 65
Note 24 Related Party Transactions 65
Note 25 Reporting and Geographical Segment Information 66
Note 26 Risk Management and Financial Instruments 67
Note 27 Subsequent Events 69
Notes
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40 41
Archer 2023 Annual Report Archer 2023 Annual Report
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 1 — General Information
Archer is an international oilfield service company providing a variety of oilfield products and services through its global organisations.
Services include Platform Drilling, Land Drilling, Modular Rigs, Engineering services, Wireline services, production monitoring, well imaging
and integrity management tools. In 2022 Archer invested in a 50% holding of Iceland Drilling, a provider of geothermal services.
As used herein, unless otherwise required by the context, the term “Archer” refers to Archer Limited and the terms “company”, “we”, “Group”,
our” and words of similar import refer to Archer and its consolidated subsidiaries. The use herein of such terms as Group, organisation, we,
us, our and its, or references to specific entities, is not intended to be a precise description of corporate relationships.
Archer was incorporated on August 31, 2007, and conducted operations as Seawell Ltd., or Seawell, until May 16, 2011, when shareholders
approved a resolution to change the name to Archer Limited.
Basis of presentation
The financial statements are presented in accordance with generally accepted accounting principles in the United States of America (US
GAAP). The amounts are presented in United States Dollars, USD, or $ rounded to the nearest million, unless otherwise stated.
We present our financial statements on a continuing business basis and separately present discontinued operations.
The accounting policies set out below have been applied consistently to all periods in these consolidated financial statements.
Basis of consolidation
Investments in companies in which we directly or indirectly hold more than 50% of the voting control are generally consolidated in our
financial statements.
Entities in which we do not have a controlling interest but over which we have significant influence are accounted for under the equity
method of accounting. Our share of after-tax earnings of equity method investees are reported under Share of results of unconsolidated
associates.
A list of all significant consolidated subsidiaries is attached – see Appendix Material Subsidiaries.
Intercompany transactions and internal sales have been eliminated through consolidation.
Reclassifications
Certain amounts in the prior years’ consolidated financial statements may be reclassified when necessary to conform to the current year
presentation.
Going concern
Following the completion of our refinancing, as further described in the Board of Director’s Report, our Board of Directors confirms their
assumption of the Group as a going concern for the foreseeable future, being a period of not less than 12 months from the date of this
report. This assumption is based on the liquidity position of the Group, forecasted operating results, and the market outlook for the oil
service sector as at December 31, 2023. The Board believes the annual report provides a fair presentation of the Groups assets and debt,
financial position and financial performance.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 2 — Accounting Policies
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during
the reporting period. Future events and their effects cannot be predicted with certainty. Accordingly, our accounting estimates require the
exercise of judgement. While management believes the estimates and assumptions used in the preparation of the consolidated financial
statements are appropriate, actual results could differ materially from those estimates. Estimates are used for, but are not limited to,
determining the following: allowance for doubtful accounts, recoverability of long-lived assets, goodwill and intangibles, useful lives used
in depreciation and amortisation, income taxes and valuation allowances and purchase price allocations. The accounting estimates used
in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional
information is obtained and as our operating environment changes.
Revenue from contracts with customers
The activities that primarily drive the revenue earned from our drilling contracts include:
Providing specialist crew for the operation of, or repair, maintenance or modifications of Customer’s platform rigs;
Providing land drilling rigs and modular rigs, and the crew and supplies necessary to operate the rigs;
Mobilising and demobilising land rigs between well sites;
Wireline services; and
Rental of equipment.
Consideration received for performing these activities consist primarily of contract day rates. We account for our integrated services as a
single performance obligation that is (i) satisfied over time and (ii) consists of a series of distinct time increments. Occasionally we receive
lump mobilisation fees and fixed fees for engineering projects.
We recognise consideration for activities that correspond to a distinct time increment within the contract term in the period when the
services are performed. We recognise consideration for activities that are (i) not distinct within the context of our contracts and (ii) do not
correspond to a distinct time increment, rateably over the estimated contract term.
We determine the total transaction price for each individual contract by estimating both fixed and variable consideration expected to be
earned over the term of the contract. The amount estimated for variable consideration may be constrained and is only included in the
transaction price to the extent that it is probable that a significant reversal of previously recognised revenue will not occur throughout the
term of the contract. When determining if variable consideration should be recognised, we consider whether there are factors outside our
control that could result in a significant reversal of revenue as well as the likelihood and magnitude of a potential reversal of revenue. We
re-assess these estimates each reporting period as required. Refer to Note 3 Revenue from contracts with customers.
Day rate Drilling Revenue - Our contracts generally provide for payment on a day rate basis, with higher rates for periods when the drilling
unit is operating and lower rates or zero rates for periods when drilling operations are interrupted or restricted. The day rate invoices billed
to the customer are typically determined based on the varying rates applicable to the specific activities performed on an hourly basis.
Such day rate consideration is allocated to the distinct hourly increment it relates to within the contract term, and therefore, recognised in
line with the contractual rate billed for the services provided for any given hour.
Mobilisation Revenue - We may receive fees (on either a fixed lump-sum or variable day rate basis) for the mobilisation of our rigs. These
activities are not considered to be distinct within the context of the contract and therefore, the associated revenue is allocated to the
overall performance obligation and recognised rateably over the expected term of the related drilling contract. We record a contract
liability for mobilisation fees received, which is amortised rateably to contract drilling revenue as services are rendered over the initial term
of the related drilling contract. Contract mobilisation costs include costs that are directly attributable to our future performance obligation
under each respective drilling contract. Company defers mobilisation costs, and recognises such costs on a straight-line basis over the
same period as the corresponding mobilisation revenue.
Demobilisation Revenue - We may receive fees (on either a fixed lump-sum or variable day rate basis) for the demobilisation of our
rigs. Demobilisation revenue expected to be received upon contract completion is estimated as part of the overall transaction price at
contract inception and recognised over the term of the contract. In most of our contracts, there is uncertainty as to the likelihood and
amount of expected demobilisation revenue to be received. For example, the amount may vary depending upon whether the rig has
additional contracted work following the initial contract. Therefore, the estimate for such revenue may be constrained, as described above,
depending on the facts and circumstances pertaining to the specific contract. We assess the likelihood of receiving such revenue based
on experience and knowledge of the market conditions. Costs incurred for the demobilisation of rigs at contract completion are expensed
as incurred during the demobilisation process.
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Notes to the consolidated financial statements
Revenues Related to Reimbursable Expenses - We generally receive reimbursements from our customers for the purchase of supplies,
equipment, personnel services and other services provided at their request in accordance with a drilling contract or other agreement.
Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is highly dependent on
factors outside of our influence. Accordingly, reimbursable revenue is not recorded and not included in the total transaction price until the
uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. We are generally considered
a principal in such transactions and record the associated revenue at the gross amount billed to the customer, at a point in time, as
“Reimbursable revenues” in our Consolidated Statements of Operations.
Foreign currencies
For subsidiaries that have functional currencies other than the USD, the statements of operations are translated using the average
exchange rate for the month and the assets and liabilities are translated using the year-end exchange rate. Foreign currency translation
gains or losses are recorded as a separate component of other comprehensive income in shareholders’ equity.
Transactions in foreign currencies during the year are translated into the functional currency of the respective entity at the rates of
exchange in effect on the date of the transaction. Foreign currency assets and liabilities are translated using rates of exchange at the
balance sheet date. Foreign currency transaction gains or losses are included in the consolidated statements of operations.
Current and noncurrent classification
Assets and liabilities are classified as current assets and liabilities respectively if their maturity is within one year of the balance sheet
date. Assets and liabilities not maturing within one year are classified as long term, unless the facts or circumstances indicate that current
classification is otherwise appropriate.
Cash and cash equivalents
Cash and cash equivalents consist of cash, demand deposits and highly liquid financial instruments purchased with original maturity of
three months or less and exclude restricted cash.
Restricted cash
Restricted cash consists mainly of bank deposits arising from advance employee tax withholdings.
Receivables
Accounts receivable are recorded in the balance sheet at their full amount less allowance for doubtful receivables. We establish reserves
for doubtful receivables on a case-by-case basis. In establishing these reserves, we consider changes in the financial position of the
customer, as well as customer payment history. Uncollectible trade accounts receivables are written off when a settlement is reached for
an amount that is less than the outstanding historical balance or when they are considered irrecoverable. If a previously written off debt
is subsequently recovered it is recorded as a credit to bad debt expense.
Net bad debt expense for 2023 was $0.0 million (2022: 0.3 million).
Inventories
Inventories are valued at the lower of first-in, first-out cost or market value. On a regular basis we evaluate our inventory balances for excess
quantities and obsolescence by analysing demand, inventory on hand, sales levels and other information. Based on these evaluations,
inventory balances are written down, if necessary.
Equity Method Investments
Investments in which we have the ability to exercise significant influence, but do not control, are accounted for under the equity method
of accounting and are reported under Investments in unconsolidated associates in the Consolidated Balance Sheet. Significant influence
is generally deemed to exist if the company has an ownership interest in the voting stock of the investee between 20% and 50%, although
other factors such as representation on the investee’s Board of Directors and the nature of commercial arrangements are considered in
determining whether the equity method of accounting is appropriate.
Under this method of accounting, our share of the net earnings or losses of the investee, together with other-than-temporary impairments
in value and gain/loss on sale of investments, is reported under Share of gains/losses of unconsolidated associates in the Consolidated
Statement of Operations.
We evaluate our equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such
investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss
is recorded in earnings in the current period.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Property, plant and equipment
Property, plant and equipment are recorded at historical cost less accumulated depreciation. The cost of these assets less estimated
residual value is depreciated on a straight-line basis over their estimated remaining economic useful lives. The estimated economic useful
lives of our fixed assets are in the following ranges:
Buildings 3 – 50 years
Drilling and well service equipment 2 – 30 years
Office furniture and fixtures 3 – 10 years
Motor vehicles 3 – 7 years
We evaluate the remaining useful life of our property, plant and equipment on a periodic basis to determine whether events and
circumstances warrant a revision.
Expenditures for replacements or improvements are capitalised. Maintenance and repairs are charged to operating expenses as incurred.
Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation until disposal. Upon sale or
retirement, the cost of property and equipment, related accumulated depreciation and write-downs are removed from the balance sheet
and the net amount, less any proceeds from disposal, is charged or credited to the consolidated statement of operations.
Assets under construction
The carrying value of assets under construction represents the accumulated costs at the balance sheet date and is included in property,
plant and equipment on the face of the balance sheet. Cost components include payments for instalments and variation orders,
construction supervision, equipment, spare parts, capitalised interest, costs related to first-time mobilisation and commissioning costs. No
charge for depreciation is made until commissioning of the new builds has been completed, and it is ready for its intended use.
Finance Leases
We lease office space and equipment at various locations. Our Oiltools division also leases operating equipment which in turn is leased
out to Archer customers. Where we have substantially all the risks and rewards of ownership, the lease is classified as a finance lease.
Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset or the present value of the
future minimum lease payments. Each lease payment is allocated between the corresponding finance lease liability and finance charges
to achieve a constant rate on the liability outstanding. The interest element of the capital cost is charged to the Consolidated Statement
of Operations over the lease period.
Depreciation of assets held under capital leases is reported within “Depreciation and amortisation expense” in the Consolidated Statement
of Operations. Capitalised leased assets are depreciated on a straight-line basis over the estimated useful economic lives of the assets or
a straight-line basis over the lease term, whichever is shorter.
Operating leases
Our operating leases relate to office and warehouse space. We recognise on the balance sheet the right to use these assets and a
corresponding liability in respect of all material lease contracts with duration, or lease term, of 12 months or above. We estimate discount
rates used for calculating the cost of operating leases, which take into account the type of assets subject to the lease and the geographical
region in which it is leased and used. The amortisation of right of use assets is presented in operating costs on our statement of operations.
In relation to our operating leases, prior periods were not restated to reflect the recording of the right of use asset/liability related to these
leases
Intangible assets
Intangible assets are recorded at historical cost less accumulated amortisation. The cost of intangible assets is generally amortised on
a straight-line basis over their estimated remaining economic useful lives. The estimated economic useful lives of our intangible assets
range from 2 to 20 years. We evaluate the remaining useful life of our intangible assets on a periodic basis to determine whether events
and circumstances warrant a revision of the remaining amortisation period. Once fully amortised, the intangible’s cost and accumulated
amortisation are eliminated.
Trade names under which we intend to trade for the foreseeable future are not amortised. In circumstances where management decides
to phase out the use of a trade name, the relevant cost is amortised to zero over the remaining estimated useful life of the asset.
Acquired technology is not amortised until ready for marketing.
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Notes to the consolidated financial statements
Goodwill
We allocate the cost of acquired businesses to the identifiable tangible and intangible assets and liabilities acquired, with any remaining
amount being capitalised as goodwill. Goodwill is not amortised but is tested for impairment at least annually. We test goodwill by
reporting unit for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying amount. The reporting units have been identified in accordance
with Accounting Standards Codification 350-20 “Intangible AssetsGoodwill,” as the business components one level below the reporting
segments, each of which we identified as:
Constituting a business;
For which discrete financial information is available; and
Whose operating results are reviewed regularly by segment management.
We aggregate certain components with similar economic characteristics.
The goodwill impairment test involves an initial qualitative review to determine whether it is more likely that not that goodwill is impaired.
If the initial review indicates a possible impairment, we follow with a one-step process involving a comparison of each reporting unit’s fair
value to its carrying value. If a reporting unit’s fair value is less than its carrying value, an impairment charge equal to the shortfall is made
against the relevant goodwill, until the balance is zero.
We estimate the fair value of each reporting unit using the income approach. The income approach incorporates the use of a discounted
cash flow method in which the estimated future cash flows and terminal values for each reporting unit are discounted to a present value.
Cash flow projections are based on management’s estimates of economic and market conditions that drive key assumptions of revenue
growth rates, operating margins and capital expenditures. The discount rate is based on our specific risk characteristics, its weighted
average cost of capital and its underlying forecasts. There are inherent risks and uncertainties involved in the estimation process, such as
determining growth and discount rates.
Impairment of long-lived assets and intangible assets other than goodwill
The carrying values of long-lived assets, including intangible assets that are held and used by us are reviewed for impairment if factors
are identified that suggest that the carrying value may be more than the assets fair value. As prescribed by US GAAP, for step one of
the impairment test, we assess our major assets/asset groups for recoverability of the carrying value of the asset by estimating the
undiscounted future net cash flows expected to result from the asset, including eventual disposal. If the future net cash flows are less than
the carrying value of the asset, an impairment charge is required. We then use various methods to estimate the fair value of our assets,
using all and best available relevant data, including estimated discounted cash-flow forecasts, relevant market data where available, and
independent broker valuations for our land rigs. Once the fair value has been determined, the potential impairment is recorded equal to
the difference between the asset’s carrying value and fair value.
Research and development
All research and development (“R&D”) expenditures are expensed as incurred. Under the provisions of ASC 805, ‘Business Combinations’
acquired in-process R&D that meets the definition of an intangible asset is capitalised and amortised.
Income taxes
Archer is a Bermuda company. Under current Bermuda law, Archer has not been required to pay taxes in Bermuda on either income
or capital gains. We have received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being
imposed, Archer will be exempted from taxation until 2035.[1] [JH2] However in December 2023 Bermuda implemented corporate
income tax, effective for fiscal years beginning on or after January 1, 2025. The Bermuda income tax rules are intended to align to the
Organisation for Economic Co-operation and Development`s global anti-base erosion (GloBE) rules to support consistent and predictable
tax outcomes. The calculation of taxable income begins with financial accounting net income or loss (FANIL) determined in accordance
with the acceptable financial accounting standard used in preparing the consolidated financial statements of the ultimate parent entity
of the group or, at the election of the Bermuda constituent entity, another approved financial accounting standard. The statutory income
tax rate would be 15%.
Certain of our subsidiaries operate in other jurisdictions where taxes are imposed, mainly Norway, the United States, Argentina, Brazil and
the United Kingdom. For legal entities operating in taxable jurisdictions, we compute tax on income in accordance with the tax rules and
regulations of the taxing authority where the income is earned. The income tax rates imposed by these authorities vary. Taxable income
may differ from pre-tax income for accounting purposes. To the extent that differences are due to revenues or expense items reported in
one period for tax purposes and in another period for financial accounting purposes, an appropriate provision for deferred taxes is made.
A deferred tax asset is recognised only to the extent that it is more likely than not that future taxable profits will be available against which
the asset can be utilised. When it is more likely than not that a portion or all of a deferred tax asset will not be realised in the future, we
provide a valuation allowance against that deferred tax asset. The amount of deferred tax provided is based upon the expected manner
of settlement of the carrying amount of assets and liabilities, using tax rates enacted at the balance sheet date.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
The impact of changes to income tax rates or tax law is recognised in periods when the change is enacted.
Significant judgment is involved in determining the provision for income taxes. There are certain transactions for which the ultimate
tax determination is unclear due to uncertainty in the ordinary course of business. Our tax filings are subject to regular audit by the tax
authorities in most of the jurisdictions in which we conduct our business. These audits may result in assessments for additional taxes
which are resolved with the authorities or, potentially, through the courts. We recognise the impact of a tax position in our financial
statements if that position is more likely than not to be sustained on audit, based on the technical merits of the position. The level of
judgement involved in estimating such potential liabilities and the uncertain and complex application of tax regulations, may result in
liabilities on the resolution of such audits, which are materially different from our original estimates. In such an event, any additional tax
expense or tax benefit will be recognised in the year in which the resolution occurs.
Earnings per share or EPS
Basic earnings per share are calculated based on the income/(loss) for the period available to common stockholders divided by the
weighted average number of shares outstanding for basic EPS for the period, including vested restricted stock units. Diluted EPS includes
the effect of the assumed conversion of potentially dilutive instruments, for which we include share options and unvested restricted stock
units.
Deferred charges
Loan-related costs, including debt arrangement fees, incurred on the initial arrangement are capitalised and amortised over the term of
the related loan using the straight-line method, which approximates the interest method. Amortisation of loan-related costs is included
in interest expense. Subsequent loan costs in respect of existing loans, such as commitment fees, are recognised in the Consolidated
Statement of Operations within “Interest expense” in the period in which they are incurred. Unamortised loan costs are presented as a
direct deduction from the carrying value of the associated debt liability.
Share-based compensation
We had previously established a stock option plan under which employees, directors and officers of the Archer Group may be allocated
options to subscribe for new shares in Archer.
The fair value of the share options issued under our employee share option plans is determined at grant date, taking into account the
terms and conditions upon which the options are granted and using a valuation technique that is consistent with generally accepted
valuation methodologies for pricing financial instruments, and that incorporates all factors and assumptions that knowledgeable, willing
market participants would consider in determining fair value. The fair value of the share options is recognised as personnel expenses
with a corresponding increase in equity over the period during which the employees become unconditionally entitled to the options. At
December 31, 2023 we have no stock options outstanding under stock option grants.
The Board has from time to time granted restricted stock units, or RSUs, to members of Archer’s management team. The RSUs vest
typically with 1/4th on each date falling approximately one, two, three and four years after the grant date.
Compensation cost in respect of share options and RSUs is initially recognised based upon grants expected to vest with appropriate
subsequent adjustments to reflect actual forfeitures. National insurance contributions will arise from such incentive programs in some tax
jurisdictions. We accrue an estimated contribution over the vesting periods of the relevant instruments.
Financial instruments
From time to time, we enter into interest rate swaps or caps in order to manage floating interest rates on debt. Interest rate swap/cap
agreements are recorded at fair value in the balance sheet when applicable. A hedge of a forecasted transaction or of the variability of
cash flows to be received or paid related to a recognised asset or liability may be designated as a cash flow hedge.
When the interest swap qualifies for hedge accounting, we formally designate the swap instrument as a hedge of cash flows to be paid
on the underlying loan, and in so far as the hedge is effective, the change in the fair value of the swap in each period is recognised in the
Accumulated other comprehensive loss” line of the Consolidated Balance Sheet. Changes in fair value of any ineffective portion of the
hedges are charged to the Consolidated Statement of Operations in “Other financial items.” Changes in the fair value of interest rate swaps
are otherwise recorded as a gain or loss under “Other financial items” in the Consolidated Statement of Operations where those hedges
are not designated as cash flow hedges.
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Notes to the consolidated financial statements
Segment reporting
A segment is a distinguishable component of the company that is engaged in business activities from which it earns revenues and
incurs expenses, whose operating results are regularly reviewed by the chief operating decision maker and which is subject to risks
and rewards that are different from those of other segments. As our business develops we periodically review our reporting segments.
We conducted such a review in 2022 as a result of which we changed our reporting segments to disclose our financial data at a more
detailed level, reflecting the various services provided. The new reporting segments reflect Archer’s management structure and also take
account of financial data presented to our chief operating decision maker, the Board of Directors, when reviewing Archer’s performance
and allocating resources.
We have determined that our reporting segments are:
Platform Operations (which includes Platform Drilling, Modular rig, and Engineering services)
Well Services (which includes our Oiltools, Coil Tubing and Wireline service divisions)
Land Drilling
We report corporate costs, and assets as separate line items.
Segmental information is presented in Note 25 Reporting and Geographical Segment Information.
The accounting principles for the segments are the same as for our consolidated financial statements.
Related party transactions
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other
party in making financial and operating decisions. Parties also are related if they are subject to common control or common significant
influence.
Recently issued accounting pronouncements
Accounting standards that became effective January 1, 2023, did not have a material impact on the consolidated financial statements
There are currently no recently issued Accounting Standard updates that are expected to materially affect our consolidated financial
statements and related disclosures in future periods.
Note 3 — Revenue from contracts with customers
The following table provides information about receivables, contract assets and contract liabilities from our contracts with customers:
Our accounts receivable balance includes $50.6 million unbilled and accrued revenue (2022 : $60.0 million)
Provision for bad debts - On December 31, 2023, we have a provision for bad debt of $0.1 million which relates primarily to debt owed from
Russia. We have closed our operation in Russia. Prior to this provision we had no provisions for bad debts in our balance sheet since any
anticipated unrecoverable revenues are taken into account under our revenue recognition policy and subsequent bad debts are written
off as they are recognised.
We have recognised contract assets of $14.0 million which relate to mobilisation fees for one of our modular rigs. These fees will be
amortised over the remaining contract period. $7.6 million of these fees are included in other current assets and $6.4 million in other non-
current assets.
Practical expedient - We have applied the disclosure practical expedient in ASC 606-10-50-14A(b) and have not included estimated variable
consideration related to wholly unsatisfied performance obligations or to distinct future time increments within our contracts, including
day-rate revenue. The duration of our performance obligations varies by contract.
Revenue from contracts with customers
(In USD millions) 2023 2022
Accounts receivable net 183.8 152.6
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 4 — Compensation and severance expenses
Total compensation costs
The following table shows a summarised analysis of our total employee compensation costs.
Remuneration to management
Key management consists of the Chief Executive Officer, Chief Financial Officer and General Counsel. The compensation to key
management is paid in NOK and the USD figure is not fully comparable year-on-year. The company discloses remuneration to management
on aggregated levels. Total compensation and benefits of the key management were as follows:
Severance cost and other restructuring costs
In total we expensed $9.0 million in connection with our restructuring actions in 2022 and $8.0 million in 2021 the amounts being included
in operating expenses.
An analysis of these costs is tabulated below:
(In USD millions) 2023 2022
Severance and other costs Severance and other costs
Platform Operations 2.9 2.2
Well Services 1.2 1.8
Land Drilling 4.1 5.0
Total 8.2 9.0
(In USD millions) 2023 2022
Salary costs 391.1 364.1
Pension costs 23.8 23.2
Employers tax 58.8 55.4
Other compensation costs 27.2 25.7
Total compensation costs 501.0 468.4
Compensation to key management
(In USD thousands) 2023 2022
Salary 897.5 919.4
Bonus 566.6 549.3
Other remuneration 6.0 4.2
Pension contribution 33.9 34.0
Total compensation costs 1,504.0 1,506.9
Remuneration to the Board of Directors
The Directors of the Board received a yearly remuneration of between $70 thousand and $80 thousand for the years ended December
31, 2023 and December 31, 2022, paid proportionately for the time spent on the Board. We do not recognise a permanent Chairman of
the Board, a Chairman of the Board is elected for each meeting. Total Board fees for the years ended December 31, 2023 and 2022 were
$390.6 thousand and $357.6 thousand respectively.
The table below shows the total number of shares owned directly or indirectly by Directors and key management as of December 31, 2023.
Shares held by Directors and key management
NAME POSITION HELD SHARES HELD
Dag Skindlo Chief Executive Officer 1,824,333
Espen Joranger Chief Financial Officer 457,307
Adam Todd General Counsel 83,616
Jan Erik Klepsland Director 500,000
Richard Stables Director 2,270,000
Giovanni Dell'Orto Director 1,437
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Notes to the consolidated financial statements
Note 5 — Impairments
Our long-lived assets predominantly consist of land drilling rigs and equipment utilised by our Land drilling division in South America,
and our two modular rigs. The carrying values of these assets are reviewed for potential impairment whenever events or changes in
circumstances indicate that the carrying amount of a particular asset, or group of assets, may not be fully recoverable, and at least once
each year as part of our annual reporting routine.
During 2023 we recognised total impairment losses of $2.7 million (2022: $6.0 million) relating to rigs and land drilling equipment in our
South American business. In addition, in 2022 following our acquisition of Ziebel, we recognised impairment charges of $1.3 million relating
to assets acquired as part of the acquisition. The impairments arose after the acquisition as described in Note 6 Business acquisition
below. All impairments were recognised as part of our annual detailed review of fixed assets and assessment of carrying values.
As stated in our accounting policy, we use various methods to estimate the fair value of our assets, each of which involves significant
judgement. We use the most relevant data available at the balance sheet date, including specific independent valuations for our land rigs.
The key inputs and assumptions used in the various valuations included future market growth rates, EBITDA margins, discount factors
and asset lifetimes. Reasonable variations in these assumptions could give rise to additional impairment, particularly in relation to the
modular rigs and the Latin America drilling rigs.
Whilst acknowledging the uncertainty and the level of judgement involved in our estimates of value, we believe our determination of
impairment charges to be reasonable and prudent as at 31, December 2023.
Please refer to Note 14 Goodwill for further details on the calculation of goodwill impairments. No impairment charge was recognised in
respect of goodwill in 2023.
Note 6 — Business acquisition
Ziebel
Acquired in 2022, Ziebel provides well intervention services mainly in the US. Ziebel has developed cutting edge wireline technology
much of which has been patented. Services offered by Ziebel complement our existing wireline product offering. Archer is benefitting
from the use of the Ziebel wireline splicing technology and also the retention of the Ziebel brand name in our US wireline operations.
Purchase consideration was given by way of an assignment agreement, under which Archer assumed debt of principal amount NOK 29
million in exchange for a settlement of NOK 7 million paid to the lenders. All outstanding shares in Ziebel were transferred to Archer for
zero consideration.
Purchase consideration
(In NOK millions) (In USD million equivalent)
Cash settlement with Ziebel lenders (7.0) (0.8)
Principal and interest owing at date of assignment 29.2 3.3
Gain on assignment of debt - included in gain on bargain purchase 22.2 2.5
In addition, the gain on bargain purchase includes the fair value of the following assets acquired for zero consideration at the acquisition
date of February 3, 2022:
Fair value of assets acquired
(In USD million equivalent)
Cash and restricted cash 0.2
Other current assets 0.6
Tangible fixed assets 2.0
Intangible assets 2.8
Deferred tax asset 6.4
Liabilities (5.3)
Total fair value of assets acquired 6.7
Archer Limited and subsidiaries
Notes to the consolidated financial statements
The excess of fair value of the assets acquired over the purchase consideration is reported as a separate line item, “Gain on bargain
purchase”, and comprises the gain on loan assignment plus the fair value of the assets acquired. The USD numbers quoted above are
based on consolidated USD numbers provided by Ziebel. The gain arises primarily from;
1. The acquisition of the debt at significant discount,
2. The recognition of the technology developed by Ziebel which will be utilised in our wireline divisions,
3. The recognition of a deferred tax asset relating to Ziebel’s carried forward tax losses, which Archer can utilise going forward.
The acquisition and operational results of Ziebel are included in our Well Services reporting segment.
Coiled Tubing Business
On April 1, 2023, Archer UK Ltd, a wholly owned subsidiary of Archer Limited, completed the purchase of the coiled tubing business
operated by Baker Hughes in the UK. Baker Hughes was required to sell its UK coiled tubing business by the UK Competition and Markets
Authority. Under the terms of the sale and purchase agreement (or “SPA”) Archer UK Ltd acquired all the assets and inventory used in the
business and employees involved in the business have transferred to Archer. All Baker Hughes’s coiled tubing contracts in the UK as at
the acquisition date was transferred to Archer UK Ltd.
The purchase consideration comprises an initial instalment of $1.5 million which has been paid, and a second instalment of $5.52 million
which is due in April 2024. The coiled tubing business compliments Archer’s wireline services, and we anticipate synergies and new
business opportunities to arise from the purchase.
Attached to the SPA is a transition service agreement (or “TSA”) under which Baker Hughes has provided Archer with a three-month
free rental period for the use of the Baker Hughes facilities occupied by the coiled tubing business prior to the sale, and the provision of
various services to be provided by Baker Hughes involving training and knowledge transfer pertaining to several aspects of the coiled
tubing business. The provision of these services is included within the purchase consideration. The fair value of the assets acquired at the
acquisition date of April 1, 2023, were as follows:
Fair value of assets acquired (preliminary)
(In USD million equivalent)
Inventory 1.4
Tangible fixed assets 1.3
Intangible assets - Licences 1.1
Prepayment of rental and services to be provided by Baker Hughes under the TSA 0.1
Total fair value of assets acquired 3.9
The $3.1 million excess of the purchase consideration over the fair value of the assets is recognised as goodwill, which represents
customer relations, the assembled workforce and experience and know-how acquired, and synergies within our Well Service segment.
The acquisition has been recorded in the accounting ledgers of Archer UK Ltd which has functional currency GBP. At December 31, 2023
the goodwill is reported as $3.4 million, the movement being due to translation differences
Romar-Abrado
On January 9, 2023, Archer signed a share purchase agreement for the purchase of 100% of the issued share capital of Romar-Abrado.
The Romar-Abrado group, comprises a holding and operating company in the UK and an operating company in the US, offers advanced
milling and SWARF handling services to the global Plug and Abandonment market. Romar-Abrado operations complement the services
provided by Archer’s Well Services division and will be reported within the Well Services reporting segment.
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Purchase consideration
(In USD million equivalent)
Cash settlement 9.2
Earn-out element (fair value of expected amount) 3.7
Total 12.9
Fair value of assets acquired (preliminary)
(In USD million equivalent)
Cash and restricted cash 1.6
Receivables 4.2
Inventory 1.6
Tangible fixed assets 1.9
Intangible assets 0.8
Liabilities (3.0)
Total fair value of assets acquired 7.1
Other Financial Items
(In USD millions) 2023 2022
Foreign exchange gains/(losses) (19.0) (18.5)
Mark-to-market of marketable securities (5.6) 13.1
Mark-to-market of financial instruments 0.9 24.0
Other items (6.9) (1.3)
Total other financial items 30.5 17.3
Note 7 — Other Financial Items
Foreign exchange losses and gains include losses and gains on external and intercompany loan balances denominated in USD held in a
NOK functional entity and impacts of the continued depreciation of ARS against USD.
The NOK to USD exchange rate continues to be volatile resulting in significant exchange gains and losses reported throughout 2022 and
2023.
The effects of the mark to market of financial instruments and securities have significantly reduced during the year following the sale of
the relevant instruments. During 2023 we disposed of all interest rate caps and marketable securities. The proceeds from the sale of our
marketable securities amounted to USD 10.4 million and is included in our cash flow statement under Proceeds from asset disposals. The
proceeds from the sale of financial instruments amounted to USD 15.4 million, and is reflected in the cash flow statement within Net cash
provided by operating activities.
Other items in 2023 include a loss of $4.1 million in the second quarter, resulting from the settlement of subordinated debt by the
conversion of the bonds to shares. The issue of shares in consideration for settlement of the debt is discussed in Note 20 Share Capital.
During the fourth quarter a reduction in our estimate of contingent consideration due on the acquisition of Romar Abrado (see Note 6
Business acquisition) resulted in the recognition of $2 million other financial income.
The fair value of the assets acquired at the acquisition date of January 9, 2023, were as follows:
The total purchase consideration for the Romar-Abrado group is expected to total $12.9 million and settled as follows:
The $5.7 million excess of the purchase consideration over the fair value of the assets is recognised as goodwill which represents customer
relations, the assembled workforce and experience and know-how acquired, and synergies within Archer operations. During the fourth
quarter 2023 we revised our estimation of the contingent consideration due, reducing the recorded liability by $2 million. This change in
estimate is recognised in other financial income in the fourth quarter of 2023.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Archer Limited and subsidiaries
Notes to the consolidated financial statements
(In USD millions) 2023 2022
Income taxes at statutory rate - -
Taxable losses at local tax rate from continuing operations* (0.2) 3.4
Effect of impairment charges (0.8) (9.3)
Effect of other non-deductible expenses (13.6) (2.0)
Effect of share of losses of unconsolidated associates (0.1) 0.3
Effect of non-deductible interest 3.7 3.4
Effect of tax exempted income and credits 17.5 8.9
Effect of tax and exchange rate on temporary movements (2.9) 6.1
Effect of valuation allowances 1.1 (2.6)
Effect of adjustments from prior years 0.0 1.1
Effect of state and withholding taxes 1.3 4.0
Actual tax expense recognised 5.9 13.3
*Figures exclude non-taxable income in Bermuda (net loss of $3.1 million, 2022: net gain $14.2 million)
The income taxes for the years ended December 31, 2023 and 2022 differed from the amount computed by applying the statutory
income tax rate in Bermuda, of 0% as follows:
(In USD millions) 2023 2022
Current tax expense 5.4 11.2
Deferred tax expense 0.4 2.1
Total income tax expense, net 5.9 13.3
(In USD millions) 2023 2022
North America 0.7 1.4
South America 2.4 5.3
Europe 2.1 6.4
Others 0.8 0.3
Total 5.9 13.3
Note 8 — Income Taxes
Our income tax consists of the following:
Tax expense is impacted by the derecognition of deferred tax assets which we do not expect to be able to utilise within the foreseeable
future. We have booked valuation allowances against deferred tax relating to net operating losses and foreign tax credits in Argentina,
Brazil, Canada and North America, and other timing differences in Norway and the UK.
The company, including its subsidiaries, is taxable in several jurisdictions based on its operations. A loss in one jurisdiction may not be
offset against taxable income in another jurisdiction. Thus, the company may pay tax within some jurisdictions even though it might have
losses in others.
Income tax expense / (benefit) can be split in the following geographical areas:
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Tax losses carry forward 880.5 845.7
Impairments of tangible and intangible assets 1.8 1.8
Property differences 54.0 70.8
Provisions 11.1 10.9
Other 303.3 304.7
Gross deferred tax asset 1,250.7 1,233.9
Net deferred tax asset basis before valuation allowance 1,250.7 1,233.9
Valuation allowance (1,140.5) (1,126.4)
Net deferred tax asset basis 110.3 107.5
Net deferred tax asset 20.5 21.2
Deferred Income Taxes
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognised for financial
reporting purposes and such amounts recognised for tax purposes. The net deferred tax assets consist of the following:
Tax losses carry forward of $880.5 million shown in the table above, principally relates to carried forward tax losses of $758 million
originating in the United States, and which expire over a period of 20 years, and tax losses of $34.6 million originating in Brazil. The
Brazilian tax losses can be carried forward indefinitely.
For tax losses incurred in 2023 for Argentina, Canada and in the United States increase in deferred tax assets are offset by an increase in
the valuation allowance, resulting in no net effect in the 2023 financial statements.
In total, the valuation allowance is a provision against deferred tax assets relating to tax operating losses, foreign tax credits and excess tax
values on drilling equipment, for which we do not, at the balance sheet date, have a sufficiently documented tax strategy for realisation
against future tax liabilities.
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Deferred tax asset 20.8 21.6
Deferred tax liability (0.3) (0.4)
Net deferred tax asset 20.5 21.2
Deferred taxes are classified as follows:
No provision has been made in respect of deferred tax on unremitted earnings from subsidiaries (2022: $Nil). No tax would be expected
to be payable if unremitted earnings were repatriated to the ultimate parent.
The Group operates in a number of jurisdictions and its tax filings are subject to regular audit by the tax authorities. The Group’s principal
operations are located in Argentina, Brazil, Malaysia, Norway and the UK with the earliest periods under audit or open and subject to
examination by the tax authorities, within these jurisdictions, being 2018, 2019, 2020, 2021, 2022 and 2023.
As in previous years, all benefits and expenses in relation to uncertain tax positions have been analysed in terms of quantification and risk,
and we have provided for uncertain benefits and expenses where we believe it is more likely than not that they will crystallise.
The Group’s accounting policy is to include interest and penalties in relation to uncertain tax positions within tax expense. Withholding
taxes are expensed as and when withheld and are credited to the income statement if and when recovered. Penalties and interest on tax
are classified as income tax expense.
In December 2023 Bermuda implemented corporate income tax, which will come to effect for fiscal years beginning on or after January 1,
2025. The Bermuda income tax rules are intended to align to the Organisation for Economic Co-operation and Development`s global anti-
base erosion (GloBE) rules to support consistent and predictable tax outcomes. The calculation of taxable income begins with financial
accounting net income or loss (FANIL) determined in accordance with the acceptable financial accounting standard used in preparing the
consolidated financial statements of the ultimate parent entity of the group or, at the election of the Bermuda constituent entity, another
approved financial accounting standard. The statutory income tax rate would be 15%. In addition, new regulation on supplementary
tax on under-taxed income in the group (Pillar Two income tax) is essentially a statute passed in several countries where Archer has
Archer Limited and subsidiaries
Notes to the consolidated financial statements
NET GAIN LOSS
(In USD
millions)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING (MILLION SHARES)
GAIN (LOSS)
PER SHARE (IN $)
2022
Basic loss per share from continuing operations 9.8 148.8 0.07
Effect of dilutive options 0.8
Diluted loss per share 9.8 149.5 0.07
NET GAIN LOSS
(In USD
millions)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING (MILLION SHARES)
GAIN (LOSS)
PER SHARE (IN $)
2023
Basic Earnings per share from continuing operations (28.1) 1,273.6 (0.02)
Effect of dilutive options *
Diluted loss per share (28.1) 1,273,6 (0.02)
Note 9 — Earnings Per Share
The components for the calculation of basic EPS and diluted EPS and the resulting values are as follows:
Other Current Assets
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Prepaid expenses 18.6 14.1
VAT and other taxes receivable 6.8 10.4
Reimbursable costs incurred 10.5 11.0
Other short-term receivables 4.5 3.2
Total other current assets 40.4 39.0
Note 11 — Other Current Assets
Inventories
(In USD millions) DECEMBER 31, 2023 DECEMBER 31 , 2022
Manufactured
Raw materials 1.5 1.5
Finished goods 23.1 13.6
Work in progress 0.1 0.9
Total manufactured 24.7 16.1
Drilling supplies 14.2 21.8
Other items and spares 36.1 17.3
Total inventories 75.0 55.2
“Other items and spares” primarily relate to parts and spares for the land rigs used in our Latin America operation and spares and parts used in the Oiltools operations.
Note 10 — Inventories
Provisions for obsolescence amounting to $3.5 million (2022: $3.3 million) are included under Other items and spares.
* Share-based compensation of approximately 1.5 million shares were excluded from the computation of diluted earnings per share for the year ended December 31, 2023, as the
effect would have been anti-dilutive due to the net loss for the period.
operations. The provisions will take effect from 1 January 2024. Archer is covered by these regulations, and has assessed the potential
effect of such supplementary tax. The assessment of possible future supplementary tax has been carried out on the basis of the latest
tax reporting and country-by-country reporting to the tax authorities, in addition to Archer’s group accounts. Our assessment is that the
effective tax rate as calculated according to the supplementary tax rules in most countries is over 15 per cent. There are a limited number
of countries where the limitation in the transitional rules does not apply, and where the tax rate deviates from 15 per cent. As such, Archer
expects non or limited tax payments as a result of this new legislation.
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Comtrac 2.1 2.5
Iceland Drilling 10.2 9.3
Total investments in unconsolidated associates 12.3 11.8
The carrying amounts of our investments in our equity method investment are as follows:
DECEMBER 31, 2023 DECEMBER 31, 2022
Comtrac AS ("Comtrac") 50.0% 50.0%
Jarðboranir hf. ("Iceland Drilling") 50.0% 50.0%
Note 12 — Investments in Associates
We have the following participation in investments that are recorded using the equity method:
(In USD millions) 2023
COMTRAC ICELAND DRILLING TOTAL
Net book value at beginning of year 2.5 9.3 11.8
Additional capital investment 0.1 5.1 5.2
Share in results of associates (0.4) (3.9) (4.4)
Translation adjustments (0.1) (0.3) (0.4)
Carrying value of investment at December 31, 2023 2.1 10.2 12.3
The components of our investments in associated entities are as follows:
During the fourth quarter 2022, we completed our acquisition of 50% of Iceland Drilling, an unrelated, international geothermal drilling
and integrated Service company for a purchase price of $8.25 million. In addition to our equity shareholding, we have equal Board
representation with the other single 50% shareholder, Kaldbakur ehf, which is unrelated to Archer Ltd. We determined that our interest
in Iceland Drilling does not constitute a controlling interest. Since we are able to exercise significant influence over the company’s
operations we account for the investment using the equity method of consolidation.
Quoted market prices for Iceland Drilling and Comtrac and are not available because the shares are not publicly traded.
We provide services to Comtrac. Our trading balance with Comtrac is disclosed in related party Note 24 Related Party Transactions.
(In USD millions) 2022
COMTRAC ICELAND DRILLING TOTAL
Net book value at beginning of year 3.4 3.4
Additional capital investment 0.0 8.3 8.3
Subsequent loan to Iceland Drilling 1.0 1.0
Share in results of associates (0.6) (0.6)
Translation adjustments (0.3) (0.3)
Carrying value of investment at December 31, 2022 2.5 9.3 11.8
* Equity and loan investments combined
Archer Limited and subsidiaries
Notes to the consolidated financial statements
(In USD millions)
OPERATIONAL
EQUIPMENT
OTHER
FIXED ASSETS
ASSETS UNDER
CONSTRUCTION
TOTAL
Cost
As of December 31, 2021 978.4 35.1 8.6 944.6
Net purchased additions 28.3 2.3 6.3 33.5
Costs eliminated on asset disposals (5.3) - - 64.7
Assets recognised on Ziebel acquisition 8.9 - - 64.7
Translation adjustments (34.5) (1.1) (0.1) (13.3)
As of December 31, 2022 975.8 36.3 14.8 1,027.8
Net purchase additions 33.9 8.0 8.7 50.6
Recognised on business acquisitions 3.2 - - 3.2
Costs eliminated on asset disposals (14.6) (0.7) - (15.3)
Translation adjustments 38.1 0.8 0.7 39.6
As of December 31, 2023 1,036.4 45.0 24.5 1,105.9
Accumulated depreciation and impairments
As of December 31, 2021 (657.5) (28.4) - (685.9)
Depreciation (46.6) (2.1) - (48.7)
Impairments (7.3) - - (7.3)
Accumulated depreciation eliminated on asset disposals 3.5 - - 3.5
Accumulated depreciation recognised on Ziebel acquisition (6.8) - - (6.8)
Translation adjustments 25.4 2.7 - 28.1
As of December 31, 2022 (689.3) (27.8) - (717.1)
Depreciation (47.1) (1.6) - (48.7)
Impairments (2.7) - - (2.7)
Translation adjustments 9.4 0.7 - 10.1
Elimination on assets disposals (32.6) (1.8) - (34.4)
As of December 31, 2023 (762.3) (30.5) - (792.8)
Net book value December 31, 2023 274.1 14.5 - 313.1
Net book value December 31, 2022 286.5 9.1 15.1 310.7
Operational equipment includes drilling and well services equipment. Included in the cost of operational equipment is $22.0 million in
respect of assets held under capital leases (2022: $32.0 million). Other fixed assets include land and buildings, office furniture and fixtures, and
motor vehicles. At December 31, 2023, $15.0 million of fixed assets have been pledged in respect of finance agreements for their acquisition
(2022 $9.6 million).
During 2023 we recognised total impairment losses of $2.7 million (2022: $7.3 million) relating to rigs and land drilling equipment in our South
American business. The impairments were recognised as part of our annual detailed review of fixed assets and assessment of carrying
values. Our impairment testing of our two modular rigs, which uses projected undiscounted cash flows, indicated that the rigs are not
impaired. We reached a similar conclusion in our testing for 2022.
The testing for impairment of our modular and land rigs, and other long-lived assets, involves significant judgement and assumptions to be
made in connection with the future performance of the various components of our business operations, including assumptions about future
cash flows, discount rates applied to these cash flows and current market estimates of value. Based on the uncertainty of future revenue
growth rates and other assumptions used to estimate our assets’ fair value and future reductions in our expected cash flows, current market
conditions worsening or persisting for an extended period of time could lead to future material non-cash impairment charges in relation to
our major assets.
Note 13 — Property Plant and Equipment
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Original goodwill
recognised
Accumulated
Impairments
Net Value
Original goodwill
recognised
Accumulated
Impairments
Net Value
Value at beginning of year
Platform Operations 84.6 (7.6) 77.0 94.8 (8.5) 86.3
Well Services 80.4 (8.0) 72.4 90.2 (9.0) 81.2
Total 165.0 (15.6) 149.4 184.9 (17.4) 167. 5
Goodwill acquired during the year
Well Services 9.2 9.2
Total 9.2 9.2
Currency adjustments
Platform Operations (0.9) 0.2 (0.7) (10.2) 0.9 (9.3)
Well Services (2.2) 0.3 (1.9) (9.7) 1.0 (8.7)
Total (3.1) 0.5 (2.6) (19.9) 1.9 (18.0)
Net book balance at end of year
Platform Operations 83.7 (7.4) 76.4 84.6 (7.6) 77.0
Well Services 87.4 (7.7) 79.6 80.4 (8.0) 72.4
Total 171.1 (15.1) 156.0 165.0 (15.6) 149.4
Note 14 — Goodwill
Goodwill represents the excess of purchase price over the fair value of tangible and identifiable intangible assets acquired, which relates
primarily to intangible assets pertaining to the acquired workforce and expected future synergies. In the table below the period end
balances and periodic movements have been allocated to our new reporting segments.
In reviewing our land rigs for impairment, we also rely on valuations provided by independent appraisers. The experts we use have extensive
experience in the market in which our rigs are deployed and are also familiar with our assets, one of the experts has performed several
valuations for us. For rigs where we have no short term future cash flows to evaluate, or where our first review of estimated future cash flows
indicates a possible impairment, we use the appraiser valuations based on an orderly liquidation valuation scenario as our benchmark for fair
value. In 2021, in response to the ongoing difficulties in Latin America resulting from the COVID-19 Pandemic, strike actions and government
fiscal restrictions, we expanded our recognised indicators for asset impairment, which were historically the comparison of carrying values
with estimated future cash flows and independent broker valuations, to include rigs which have remained idle for a period of five or more
years. Please see Note 5 for further discussion on our impairment review process and the impairment charges recognised in 2023.
We test goodwill for impairment on an annual basis during the fourth quarter and between annual tests if an event occurs, or circumstances
change, that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
In 2022 and 2023 we have conducted a full qualitative review of the carrying value of our goodwill at December which involved estimating
future cash flows for the relevant reporting units, and using a calculated weighted average cost of capital to discount them, in order to
estimate a fair value. This was compared to carrying values of the business units. The results of our testing support our carrying values
and no impairment charges have been recognised in 2022 or 2023.
The testing of the valuation of goodwill can involve significant judgement and assumptions to be made in connection with the future
performance of the various components of our business operations, including assumptions about future cash flows of each reporting
unit, discount rates applied to these cash flows and current market estimates of value. Based on the uncertainty of future revenue growth
rates, gross profit performance, and other assumptions used to estimate our reporting units’ fair value, future reductions in our expected
cash flows, should current market conditions worsen or persist for an extended period of time, could lead to a future material non-cash
impairment charge in relation to our remaining goodwill.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 15 — Other Noncurrent Assets
Our other noncurrent assets are composed of the following:
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Deferred mobilisation costs 0.9 1.0
Deferred modular rig start-up costs 5.7 9.4
Financial instruments 14.5
Other 5.0 3.4
Total other noncurrent assets 11.6 28.4
Note 16 — Other Current Liabilities
Our other current liabilities are comprised of the following:
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Accrued restructuring costs 1.0 0.4
Accrued expenses and prepaid revenues 138.2 125.1
Taxes payable 19.3 18.8
VAT, employee and other taxes 14.1 17.8
Other current liabilities 0.3 0.2
Total other current liabilities 173.0 162.3
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Loan balance
Unamortised
debt issuance
costs
Loan balance less
Unamortised debt
issuance costs
Loan balance
Unamortised
debt issuance
costs
Loan balance less
Unamortised debt
issuance costs
Previous Multi currency term and revolving facility 559.6 (0.8) 558.8
First Lien Facility 220.0 (3.3) 216.7 --
Second Lien Facility 204.8 (21.1) 183.7 -
Related party subordinated loan 15.9 15.9
Other loans and capital lease liability 19.7 19.7 12.8 12.8
Total loans and capital lease liability 444.5 (24.4) 420.1 585.4 (0.8) 587.5
Less: current portion (17.6) (17.6) (563.8) (0.8) (562.9)
Long-term portion of interest-bearing debt 426.9 (24.4) 402.5 24.6 24.6
Note 17 — Debt
Multi currency term and revolving credit facility
During April 2023, we completed a refinancing of Archer, which involved extinguishment of existing debt and establishment of new
financing (the “Refinancing”). As part of the Refinancing, the Company and its larger subsidiaries entered into a $260 million First Lien
Facility and Archer Norge AS issued $200 million Second Lien Bonds.
First Lien Facility
In April 2023, Archer’s wholly owned subsidiaries, Archer Norge AS and Archer Assets (UK) Ltd., entered into a first lien multicurrency term
and revolving credit facility and guaranty facility with a tenor of 4 years (the “First Lien Facility”). The total amount available under the
First Lien Facility is $220 million, split between $120.0 million under a term loan and $100 million in revolving facilities, supplemented with
$13 million in guarantee facility. In addition, a total of $25.0 million of the First Lien Facility is carved out into an overdraft facility of $25.0
million. A total of $220.0 million was drawn under the term loan and the revolving facilities as at December 31, 2023. The First Lien Facility
is secured by pledges over shares in material subsidiaries, assignment over intercompany debt and guarantees issued by the material
subsidiaries.
The interest on the loan is Secured Overnight Financing Rate, or “SOFR” + a margin of between 300 – 550 basis points, depending on the
leverage ratio.
The guarantee facility has been used towards issuance of letters of credit and tax guarantees.
The Term Loan Facility will be repaid by $10 million in the first year, $15 million in the second year, $20 million in the third year (with an
additional $5 million becoming payable if the Group’s free liquidity reaches a defined threshold), and $25 million plus a balloon payment
in the fourth year.
The Facility contains certain financial covenants, including, among others:
Archer will ensure that the ratio of net interest-bearing debt (after certain adjustments) to 12 months rolling Nominal EBITDA (after
certain adjustments) at the financial quarter end dates shall not exceed 4.9x; from December 31, 2024 to September 30, 2025 shall not
exceed 4.70x; from December 31, 2025, to September 30, 2026, shall not exceed 4.60x; and 3.7x thereafter.
Archer shall maintain $30 million in freely available cash and undrawn committed credit lines.
Archer shall ensure that the capital expenditures shall not exceed $100 million per year.
The Facility contains certain financial covenants, including, among others:
Archer will ensure that the ratio of net interest-bearing debt (after certain adjustments) to 12 months rolling Nominal EBITDA (after
certain adjustments) at the financial quarter end dates shall not exceed 4.9x; from December 31, 2024 to September 30, 2025 shall not
exceed 4.70x; from December 31, 2025, to September 30, 2026, shall not exceed 4.60x; and 3.7x thereafter.
Archer shall maintain $30 million in freely available cash and undrawn committed credit lines.
Archer shall ensure that the capital expenditures shall not exceed $100 million per year.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
The Facility contains events of default which include payment defaults, breach of financial covenants, breach of other obligations, breach
of representations and warranties, insolvency, illegality, unenforceability, curtailment of business, claims against an obligor’s assets,
appropriation of an obligors assets, failure to maintain exchange listing, material adverse effect, repudiation and material litigation. In
addition, there are cross default clauses in the event of the obligor defaulting on other issued debt.
As of December 31, 2023, the Company is compliant with all covenants under this First Lien Facility.
Second Lien Bond
In April 2023, Archer’s indirectly wholly owned subsidiary, Archer Norge AS, issued $200 million senior secured second lien bonds with a
tenor of 4.25 years (the “Second Lien Bond”). Archer can elect an interest rate on the bonds of either (i) (5.00%+SOFR) in cash interest + 5%
payment-in-kind interest, or (ii) 12%+ SOFR in payment-in-kind (or PIK) interest. The payment-in-kind interest is settled by issuing additional
bonds to the bondholders. The additional issued bonds will have the same terms as the original issued bonds and be added to the total
amount of bonds outstanding. During the fourth quarter 2023, bonds with face value totalling $4.8 million were issued in settlement of
PIK interest, and the total amount of bonds issued is hence $204.8 million as per December 31, 2023.
The Company has an option to redeem the bonds at (i) the make-whole price for the first 2.25 years, (ii) at 106% of the nominal amount
after 2.25 years until 3.25 years, and (iii) at 100% after 3.25 years. The Second Lien Bonds shares the same security as the First Lien Facility,
subject to the senior status of the First Lien Facility. The Second Lien Bonds contains certain financial covenants, including, among others:
The Company shall ensure that the free liquidity of the Group is at all times the highest of USD 30 million and 6.00 percent of gross
interest-bearing debt.
The Company shall ensure that the capital expenditure of the Group (on a consolidated basis) measured at the end of each financial
year shall not exceed $70 million.
As of December 31, 2023, the Company is compliant with all covenants under this Second Lien Bond.
Other loans and capital leases
As described above, a total of $25.0 million of the First Lien Facility is carved out into an overdraft facility. There was no borrowing under
the overdraft facility on December 31, 2023.
We have finance arrangements relating to equipment in our Well Services and Platform Operation division. On December 31, 2023, the
balance under these arrangements was $19.3 million.
Our outstanding interest-bearing debt as of December 31, 2023, is repayable as follows:
Debt amortisation
(In USD millions) CAPITAL LEASE OTHER DEBT TOTAL
Year ending December 31
2024 5.1 12.9 18.0
2025 4.8 17.5 22.3
2026 4.1 22.5 26.6
2027 and thereafter 5.3 372.3 377.6
Total debt 19.3 425.2 444.5
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 18 — Lease Obligations
Finance leases
We have entered into finance arrangements for the purchase of some items of equipment in our Well Services and Platform Operations
division. The leases are entered into under a frame agreement with the bank, and initial lease term is typically 5 years.
Assets leased under finance leases with a carrying value of $13.5 million are included in property plant and equipment.
Operating Leases
The company has historically leased some operating assets, office and warehouse facilities and office equipment under operating leases.
With effect from January 1, 2019, for material operating leases, we have recognised the relevant right of use assets and lease liabilities in
our balance sheet. The leases have remaining lease terms of 1 to 10 years at December 31, 2023. Some operating leases include options
to extend the leases for up to 3 years. We have sub-let unused office space, for which we received rental income of $0.2 million in 2023.
We have calculated an incremental borrowing rate, or IBR, for discounting each lease’s cash-flows to arrive at an initial value for the lease
liability and right of use asset. The IBR is calculated as a function of the following elements/ considerations;
Base rate – generally the interbank lending rate in the relevant jurisdictions
Credit spread – we estimate the effect of the lessee credit worthiness
Country risk premium
Inflation differential
Contract term
Security or collateral provided in the lease contract
Significant judgement is required in estimating some of these elements. We apply a consistent methodology in estimating IBR for each
lease.
We have elected not to recognise the right of use asset and lease liability for short term leases.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Estimated future minimum rental payments are as follows:
(In USD millions) 2023
Finance Lease costs
Amortisation of right of use assets 3.4
Interest on lease liabilities 1.0
Operating lease costs 11.3
Short term lease costs 28.7
Total Lease costs 44.4
Other information
Cash paid for amounts included in measurement lease liabilities
Operating cash flows from finance leases 1.0
Operating cash flows from operating leases 11.3
Financing cash flows from finance leases 3.7
Right of use assets obtained in exchange for new finance lease liabilities 9.5
Right of use assets obtained in exchange for new operating lease liabilities 11.6
Weighted average remaining lease term in years – finance leases 3.25 years
Weighted average remaining lease term in years– operating leases 4.8 years
Weighted average discount rate – finance leases 8.0%
Weighted average discount rate – operating leases 9.8%
(In USD millions) OPERATING LEASE OBLIGATIONS
YEAR
2024 11.4
2025 10.8
2026 5.0
2027 2.3
Thereafter 12.7
Total 42.2
Supplemental information pertaining to the Company’s leasing activities for the year ended December 31, 2023 was as follows;
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Note 19 — Commitments and Contingencies
Purchase commitments
As of December 31, 2023, we have committed to purchase obligations including capital expenditures amounting to $24.9 million,
(2022: $20.4 million).
Legal Proceedings
From time to time, we are involved in litigation, disputes and other legal proceedings arising in the normal course of our business. We
insure against the risks arising from these legal proceedings to the extent deemed prudent by our management and to the extent
insurance is available, but no assurance can be given that the nature and amount of that insurance will be sufficient to fully indemnify us
against liabilities arising out of pending and future legal proceedings. Many of these insurance policies contain deductibles or self-insured
retentions in amounts we deem prudent and for which we are responsible for payment. If there is a claim, dispute or pending litigation
in which we believe a negative outcome is probable and a loss by the company can be reasonably estimated, we record a liability for the
expected loss. As of December 31, 2023, we are not aware of any such expected loss which would be material to our financial position and
results of operations. In addition, we have certain claims, disputes and pending litigation in which we do not believe a negative outcome
is probable or for which the loss cannot be reasonably estimated.
Other than the above, we are not involved in any governmental, legal or arbitration proceedings (including any such proceedings which
are pending or threatened) which may have, or have had in the recent past, significant effects on our financial position or profitability.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 20 — Share Capital
We completed the refinancing of the Archer Group during the second quarter of 2023. The existing revolving credit and term loan facility
was extinguished, and we established a new First Lien Facility and issued Second Lien bonds.
As part of the Refinancing, Archer issued 1,040 million ordinary shares at an issue price of 1.00 NOK per share, raising 1,040 million NOK
in gross proceeds, in a Private Placement in the first quarter of 2023.
In the Subsequent Offering an additional 17,506,357 shares were issued to existing shareholders, at an issue price of 1.00 NOK per share
which provided gross proceeds of NOK 17.5 million.
As part of the Refinancing, 208 million shares were issued to the holder of the subordinated convertible loan as settlement. The shares
were valued at 1.00 NOK per share, or $20 million in total, in line with the terms of the private placement and subsequent offering.
The settlement of the subordinated convertible loan resulted in a $4.1 million loss being recorded within Other financial items in the
second quarter of 2023. 208 million shares were issued to the underwriters of the Second Lien Bond issue, as underwriting fees. The
value of these shares, $20 million is recognised as capitalised debt fees and will be amortised over the 4.25 year tenor of the bonds and
reported as interest costs.
2 million shares were issued to Archer’s advisors in the overall Refinancing.
Archer shares are traded on the Oslo Stock exchange with the ticker “ARCH”.
The Board has indicated that no dividend will be distributed in respect of the results for the financial year 2023. Under the Bermuda
Companies Act, dividends cannot be paid if there are reasonable grounds for believing that (a) The company is, or would after the
payment be, unable to pay its liabilities as they become due; or (b) The realisable value of the company’s assets would thereby be less than
its liabilities. The Company has not declared dividend since its inception, and there are restrictions in the financing arrangement related to
dividend distribution to the shareholders.
Share capital and authorised share capital
All shares are common shares of $0.01 par value each DECEMBER 31, 2023 DECEMBER 31, 2022
SHARES $ MILLION SHARES $ MILLION
Authorised share capital 2,000,000,000 20.0 1,000,000,000 10.0
Issued, outstanding and fully paid share capital 1,624,264,969 16.2 148,758,612 1.5
The amount and timing of any dividend distributions in the future will depend, among other things, on our compliance with covenants
in our credit facilities, earnings, financial condition, cash position, Bermuda law affecting the dividend distributions, restrictions in our
financing agreements and other factors. In addition, the declaration and payment of dividend distributions is subject at all times to the
discretion of our Board. To comply with the current credit facilities, the Board can declare a dividend of up to 25% of the previous year’s net
profit if the ratio of net interest-bearing debt (after certain adjustments) to 12 months rolling Nominal EBITDA (after certain adjustments)
is below 2.0x.
Some jurisdictions in which we operate impose restrictions on dividend payments from subsidiaries to holding companies.
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 21 — Audit fees
Total auditors’ remuneration to PricewaterhouseCoopers was an audit fee of $0.7 million for the year ended December 31, 2023 and $0.7
million for the year ended December 31, 2022. Archer Ltd ($0.2 million) received the main amount of cost, in addition to Archer (UK) Ltd
($0.1 million) and Archer Norge AS ($0.1 million). The compensation to the auditor is paid in GBP, NOK and USD. The USD figure is not
totally comparable year-on-year.
(In USD millions) 2023 2022
Legally required audit 0.7 0.7
Attestation services - -
Other services - -
Total audit fee 0.7 0.7
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 22 — Long term incentive plans
Share options
The Board has from time to time granted share options, to members of Archers management team, that provide the management with
the right to subscribe for new shares. The options are not transferable and may be withdrawn upon termination of employment under
certain conditions. Options granted under the scheme will vest at a date determined by the Board of Directors. The options granted under
the plan vest over a period of one to five years.
As of December 31, 2023, Archer has no active option program.
The following summarises share option transactions related to the Archer programs in 2023 and 2022:
No income was received in 2023 as a result of share options being exercised (2022: $ nil).
On December 31, 2023, there were no options outstanding.
Valuation:
We use the Black-Scholes pricing model to value stock options granted. The fair value of options granted is determined based on the
expected term, risk-free interest rate, dividend yield and expected volatility. The expected term is based on historical information of past
employee behaviour regarding exercises and forfeiture of options. The risk-free interest rate assumption is based upon the published
Norwegian treasury yield curve in effect at the time of grant for instruments with a similar life. The dividend yield assumption is based on
history and expectation of dividend pay-outs.
We use a blended volatility for the volatility assumption, to reflect the expectation of how the share price will react to the future cyclicality
of our industry. The blended volatility is calculated using two components. The first component is derived from volatility computed from
historical data for a period of time approximately equal to the expected term of the stock option, starting from the date of grant. The
second component is the implied volatility derived from our “at-the-money” long-term call options. The two components are equally
weighted to create a blended volatility.
Archer did not grant any new options in 2023 or 2022.
Restricted Stock units
The Board has from time to time granted restricted stock units, or RSUs, to members of Archer’s management team. The RSUs typically
vest over three to four years after the grant date. As of December 31, 2023 a total of 10,264,800 RSUs was outstanding.
RSU awards do not receive dividends or carry voting rights during the performance period. The fair value of the restricted stock award is
the quoted market price of Archer’s stock on the date of grant.
The following table summarises information about all restricted stock transactions:
Share option transactions
2023 2022
Options
Weighted average
exercise price - nok
Options
Weighted average
exercise price - nok
Outstanding at beginning of year 600,000 10.00
Forfeited/expired 600,000 10.00
Outstanding at end of year
2023 2022
RSUs
Weighted average grant
date fair value NOK
RSUs
Weighted average grant
date fair value NOK
Unvested at beginning of year 548,330 3.92 1,182,365 3.96
Granted 10,234,800
Vested/released (482,130) (560,415)
Forfeited (36,200) (73,620)
Unvested at end of year 10,264,800 1.07 548,330 3.92
Accounting for share-based compensation
The fair value of the share options and RSUs granted is recognised as personnel expenses. During 2023, $0.2 million has been expensed
in our Statement of Operations ($0.1 million in 2022).
As of December 31, 2023, total unrecognised compensation costs related to all unvested share-based awards totalled NOK 8.4 million
($0.8 million).
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 23 — Pension Benefits
Defined Contributions Plans
We contribute to a private defined contribution pension plan for our UK onshore workforce. Eligible employees may contribute a minimum
of 4% of their salary to the scheme, and we contribute between 5% and 7.5% to participants’ plans. In 2023 we contributed $4.5 million
(2022: $3.2 million) to the plan.
In Norway we also have a defined contribution pension plan both for our Norwegian onshore workforce in addition to our employees
working offshore on the Norwegian continental shelf from 2019. For onshore employees we contribute 5% of salary up to 6 G, and 8%
of salary between 6 and 12 G. For offshore employees we contribute 3% of salary up to 7.1 G and 15% of salary between 7.1 and 12 G. (G
represents the minimum base salary used in the Norwegian National Insurance scheme, and for 2023 is equivalent to approximately
$11,200). In 2023 we contributed $10.1 million (2022 $11.0 million) to the plan in Norway.
Note 24 — Related Party Transactions
In the normal course of business we transact business with related parties conducted at arm’s length.
Transactions with Comtrac AS:
Our 50% investment in Comtrac AS comprises equity investment and a loan equivalent to $1.2 million and $0.9 million respectively. We
account for our investment using the equity method, as discussed above in Note 12 Investments in Associates. During the year ended
December 31, 2023 we have invoiced Comtrac AS a total of NOK 3.4 million, or $0.3 million for services provided to them.
Transactions with Iceland drilling:
We have a 50% investment in Iceland Drilling. We account for this investment using the equity method of accounting. Due to the fact that
we exercise significant influence over its operations, following the acquisition, Iceland is a related party. During 2023 we have invoiced
Iceland Drilling NOK 0.4 million, or $43,311 for Board fees.
Transactions with Hemen Holding Ltd. (“Hemen”):
Hemen owns 20.5% of the shares in Archer as per end of 2023 (2022: 12.9%). During 2023, Hemen contributed to the overall refinancing
of Archer, as described in the Board of Director’s Report. In the Private Placement, Hemen subscribed for, and was allotted, 25% of the
shares, amounting to the NOK equivalent of USD 25 million. In addition, Hemen subscribed for, and was allotted, 25% of the USD 200
million Second Lien Bond issuance by the Companys indirect subsidiary Archer Norge AS. The Second Lien Bond issuance, was fully
back-stopped by a consortium led by Hemen. The back-stop of the Second Lien Bond issuance was needed in order to secure the overall
refinancing of Archer, including the Private Placement. In consideration of the back-stop, Hemen received 52 million compensation shares,
which corresponded to their pro-rated share to the overall commitment of the issuance.
Transactions with Paratus JU Newco Bermuda Limited (“Paratus”):
Paratus owns 24.2% of the shares in Archer as per end of 2023 (2022: 15.5%). During 2023, Paratus contributed to the overall refinancing
of Archer, as described in the Board of Director’s Report. In the Private Placement, Paratus subscribed for, and was allotted, 15.5% of the
shares amounting to the NOK equivalent of USD 15.5 million. In addition, Paratus agreed to convert the related party subordinated loan,
with a carrying value in Archer’s 2022 financial statement of USD 15.9 million, into 208 million shares. The conversion of the related party
subordinated loan was needed in order to secure the overall refinancing of Archer, including the Private Placement.
Transactions with other related parties:
Seatankers Management Company Limited (“Seatankers”) is a related party, being a company in which Archer’s second-largest shareholder
Hemen Holding Ltd has significant direct and indirect interests. Seatankers provides support and administrative services to us, and we
have recorded fees of $0.3 million for these services during 2023. These expenses are included in General and administrative expenses in
the Consolidated statement of operations.
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 25 — Reporting and Geographical Segment Information
The split of our organisation and aggregation of our business into segments is based on differences in management structure and
reporting, location of regional management and assets, economic characteristics, customer base, asset class and contract structure.
During 2022 we conducted a review of our reporting Segments. Our business is split into business units according to the type of services
supplied which include land drilling services provided in South America, platform drilling services including the use of our two modular
rigs, and ancillary services which include Engineering, Wireline, Oiltools and Coiled tubing services. The chief operating decision maker,
Archers Board of directors, receives some financial information by each service unit, or division, and uses such information in assessing
the company’s overall performance and making decisions about resource allocation. We have aggregated divisions with similar economic
characteristics into the following reporting segments.
Platform Operations - which include Platform drilling, engineering and modular rigs,
Well Services - which includes Wireline, Oiltools and Coiled tubing, and
Land Drilling
The accounting principles for the segments are the same as for our consolidated financial statements. Presented below and on the
following page are the revenues, depreciation and amortisation, operating income, capital expenditures, goodwill and total assets by
segment.
Revenues from external customers
(In USD millions) 2023 2022
Platform Operations 539.8 450.8
Well Services 302.8 240.0
Land Drilling 326.7 279.4
Total revenue 1,169.3 970.2
Depreciation and amortisation
(In USD millions) 2023 2022
Platform Operations 13.0 12.7
Well Services 12.6 10.8
Land Drilling 24.2 26.0
Total depreciation and amortisation 49.8 49.5
Capital Expenditures
(In USD millions) December31, 2023 December31, 2022
Platform Operations 4.9 8.0
Well Services 20.0 11.4
Shared assets* 7.9 1.5
Total excluding Land Drilling 32.8 20.9
Land Drilling 19.8 9.6
Total 52.6 30.5
Goodwill
(In USD millions) PLATFORM OPERATIONS WELL SERVICES TOTAL
Balance at December 31, 2021 86.3 81.2 167.5
Exchange rate fluctuations on goodwill measured in foreign currency (9.3) (8.8) (18.1)
Balance at December 31, 2022 77.0 72.4 149.4
Exchange rate fluctuations on goodwill measured in foreign currency
Balance at December 31, 2023 76.4 79.6 156.0
Revenue by country
(In USD millions) 2023 2022
Norway 593.0 531.0
Argentina 323.7 278.7
United Kingdom 123.2 64.5
Other 129.4 96.0
Total 1,169.3 970.2
Total assets
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
Platform Operations 190.7 216.6
Well Services 301.8 197.1
Shared assets* 113.1 173,8
New investment Iceland Drilling 10.2 9.5
Land Drilling 285.5 294.0
Corporate 4.3 15.2
Total 905.7 906.2
* Assets shared by Platform Operations and Well Services segments include shared office and admin facilities, cash and tax assets and liabilities.
Property plant and equipment
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
United States 1.2 2.1
Latin America 176.3 184.2
New Zealand 26.4
Norway 74.5 56.4
United Kingdom 59.1 40.6
Other 1.9 1.0
Total 313.1 310.7
Archer Limited and subsidiaries
Notes to the consolidated financial statements
Note 26 — Risk Management and Financial Instruments
Our reporting currency is US Dollars. We have operations and assets in a number of countries worldwide, and receive revenues and
incur expenditures in other currencies, causing our results from operations to be affected by fluctuations in currency exchange rates,
primarily related to Argentine pesos, Norwegian kroner and British pounds. In particular, the Argentine economy has been challenged by
a combination of high inflation and continued depreciation of the Argentine pesos, which impact our US dollar reported financial data.
We are also exposed to changes in interest rates on variable interest rate debt, and to the impact of changes in currency exchange rates
on debt denominated in currencies other than US Dollar. There is thus a currency risk and interest rate risk, which could have a negative
effect on our cash flows as well as our reported financials.
Interest rate risk management
Our exposure to interest rate risk relates mainly to our variable interest rate debt and balances of surplus funds placed with financial
institutions. On December 31, 2022, we had entered into USD interest rate cap agreements, securing the interest rate against fluctuations
above 1.65% on $66 million until February 2025 and $34 million until February 2023 and 0.85 % on $100million until December 2025.
During 2023 we sold the interest rate cap instruments.
Foreign currency risk management
We are exposed to foreign currency exchange movements in both transactions that are denominated in currency other than USD,
and in translating consolidated subsidiaries who do not have a functional currency of USD. Transaction losses are recognised in “Other
financial items” on our Consolidated Statement of Operations in the period to which they relate. Translation differences are recognised as
a component of equity. The total transaction loss relating to foreign exchange recognised in the Consolidated Statement of Operations in
2023 amounted to $19.0 million (2022: $18.5 million).
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Archer Limited and subsidiaries
Notes to the consolidated financial statements
Carrying value of financial instruments
(In USD millions) DECEMBER 31, 2023 DECEMBER 31, 2022
FAIR VALUE CARRYING VALUE FAIR VALUE CARRYING VALUE
Non-derivatives
Cash and cash equivalents 52.1 52.1 82.1 82.1
Restricted cash 3.5 3.5 10.9 10.9
Marketable securities 15.9 15.9
Accounts receivable 183.8 183.8 152.6 152.6
Accounts payable (75.5) (75.5) (47.2) (47.2)
Current portion of interest-bearing debt (17.6) (17.6) (562.9) (562.9)
Current portion of operating lease liability (11.4) (11.4) (5.6) (5.6)
Long-term interest-bearing debt (222.1) (222.1) (8.7) (8.7)
Second Lien Bond (204.8) (204.8)
Operating lease liability (22.9) (22.9) (20.8) (20.8)
Subordinated related party loan (15.9) (15.9)
Derivatives
Interest cap agreements 14.5 14.5
The above financial assets and liabilities are disclosed at fair value as follows:
Credit risk management
We have financial assets, including cash and cash equivalents, trade receivables and other receivables. These assets expose us to credit
risk arising from possible default by the counterparty. We consider the counterparties to be creditworthy financial institutions and do not
expect any significant loss to result from non-performance by such counterparties. In the normal course of business, we do not demand
collateral.
Level 1: Quoted prices in active markets for identical assets
Level 2: Significant other observable inputs
Level 3: Significant unobservable inputs
Financial assets and liabilities
(In USD millions) DECEMBER 31, 2023 FAIR VALUE MEASUREMENTS AT REPORTING DATE USING
FAIR VALUE LEVEL 1 LEVEL 2 LEVEL 3
Assets:
Cash and cash equivalents 52.1 52.1
Restricted cash 3.5 3.5
Accounts receivable 183.8 183.8
Liabilities:
Accounts payable (75.5) (75.5)
Current portion of interest-bearing debt (17.6) (17.6)
Current portion of operating lease liability (11.4) (11.4)
Long-term, interest bearing debt (222.1) (222.1)
Second Lien Bond (204.8) (204.8)
Operating lease liability (22.9) (22.9)
Archer Limited and subsidiaries
Notes to the consolidated financial statements
The fair value of the current portion of long-term debt is estimated to be equal to the carrying value, since it is repayable within twelve
months. The fair value of the long term portion of floating rate debt is estimated to be equal to the carrying value since it bears variable
interest rates, which are reset on a quarterly basis. This debt is not freely tradable, and we cannot purchase them at prices other than the
outstanding balance plus accrued interest.
The Second Lien Bond was listed in October 2023. There were no recorded trades during 2023. Subsequent trades have been made at
close to par value. Our estimate of fair value at December 31, 2023, has therefore remained at the par value.
Restricted cash consists mainly of bank deposits arising from advance employee tax withholdings.
Retained risk
We retain the risk, through self-insurance, for deductibles relating to physical damage insurance on our capital equipment. In the opinion
of management, adequate provisions have been made in relation to such exposures, based on known and estimated losses.
Concentration of risk
The following table summarises revenues from our major customers as a percentage of total revenues from continuing operations
(revenues in excess of 10 percent for the period):
Share of revenue by customer
CUSTOMER
2023 2022
Equinor 45.3% 48%
Pan American Energy 18.0% 19%
Customer <10% 36.7% 33%
Total 100% 100%
Note 27 — Subsequent Events
The acquisiton of Romar-Abrado
In January 2024, Archer was awarded a 2.5-year contract extension for three drilling rigs operating in Pan American’s Cerro Dragon Field
and a two-year contract for one additional drilling rig in Vaca Muerta.
In March 2024, Archer was awarded a 2-year platform drilling contract with Trident Energy do Brasil.
In March 2024, Archer was awarded a 4-year platform drilling contract extension for the operation of nine installations in the North Sea
for Equinor.
In March 2024, Archer announced the agreement to acquire 65% of the shares in Vertikal Service AS, a Norwegian based energy service
company.
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As used herein, unless otherwise required by the context, the terms “Archer”, “Company”, “we”, “our” and “us” refer to Archer Limited and
its consolidated subsidiaries. The Norwegian Code of Practice for Corporate Governance, as in force 1 October 2021 (the “Code”) applies
to us to the extent that the provisions of this Code do not conflict with the legislation of our national jurisdiction. The Code is a “comply or
explain” guideline, and we generally aim at complying with the recommendations of the Code. However, we will, to some extent, deviate
from certain recommendations of the Code, partly due to different practice and principles under which Bermuda companies operate. The
status of noncompliance and the explanations therefore is set out below.
The Code is available in its entirety at the Oslo Stock Exchange website (www.euronext.com/nb/markets/oslo) and the website of The
Norwegian Corporate Governance Board (www.nues.no).
Section 1 Implementation and reporting on corporate governance
Archer Limited is a limited liability company registered in Bermuda and listed on the Oslo Stock Exchange (Oslo Børs). The foundation
for Archer’s governance structure is Bermuda law as well as regulations for foreign companies listed on the Oslo Stock Exchange. In line
with the directions given by the Board of Directors of Archer Limited, (the “Board”), Archer conducts its business on the basis of three
fundamental values:
Safety: We are committed individually and as a team, to protect the health and safety of its employees, customers, and communities.
Integrity: We are committed to maintaining an environment of trust, built upon honesty, ethical behaviour, respect, and candour.
Performance: We are committed to efficiently and effectively perform to all Archer standards and those of our customers.
The Board reviews Archers performance for all the values mentioned above and where applicable compares the key performance
indicators against the plan regularly. With regard to integrity, Archer has implemented a Code of Conduct, which is available on our
website (www.archerwell.com). It is Archer’s policy that employees who become aware of a possible violation of the Company’s policies
must report the violation. This includes the Code of Conduct, or other policies, manuals, or guides distributed by the Company in addition
to all applicable laws. On a quarterly basis the Audit Committee reviews reported potential violations of the Company’s Code of Conduct
and discusses required actions, if any.
The Board has defined clear objectives, strategies, and risk profiles for our business activities and integrates considerations related to
our stakeholders to create value and deliver results. The Board evaluates these objectives, strategies, and risk profiles at regular intervals.
The Board has reviewed the overall performance of the Company compared to its values and its corporate governance for the financial
year 2023 in line with the Code and confirms it is in compliance with the Code, except where highlighted and described below:
Section 2 Business
In accordance with normal practice for Bermuda companies, our by-laws do not include a specific description of our business. According
to Archers memorandum of association, no restrictions apply as to the purpose of the Company and the reasons for its incorporation. As
a Bermuda incorporated company, we have chosen to establish the constitutional framework in compliance with the normal practice of
Bermuda and accordingly deviate from section 2 of the Code.
The Company provides an annual ESG Report, published on our website (https://www.archerwell.com/sustainability/esg-reporting/) which
outlines our activities, performance, and strategy in relation to the environment, social issues, working environment, equality and non-
discrimination, human rights, and anti-corruption.
Section 3 Equity and dividends
In accordance with Bermuda law, the Board is authorised to repurchase treasury shares, and to issue any unissued shares within the limits
of the authorised share capital. These authorities are neither limited to specific purposes nor to a specific period as recommended in
section 3 of the Code. While we aim at providing competitive long-term return on the investments of our shareholders, we do not currently
have a formal dividend policy.
The Board ensures that the Company has a capital structure that is appropriate to the Company’s objective, strategy, and risk profile.
Archer Limited and subsidiaries
Appendix 1 – Corporate Governance
Section 4 Equal treatment of shareholders
In accordance with the company laws of Bermuda, the shareholders can resolve an amount of authorised capital within which the Board
may decide to increase the issued capital at its discretion without further shareholder approval. There is no legal framework providing for
specific time-limited or purpose-limited authorisations to increase the share capital. The Board will propose to the shareholders that they
consider and, if necessary, resolve to increase the authorised capital of the Company that will allow the Board some flexibility to increase
the number of issued shares without further shareholder approval. As such, we may deviate from the Code’s recommendation in section
4. Any increase of the authorised capital is, however, subject to approval by the shareholders by 2/3 majority of the votes cast. Neither our
by-laws nor Bermuda company laws include regulation of pre-emptive rights for shareholders in connection with share capital increases.
Our by-laws provide for the Board in its sole discretion to direct a share issue to existing shareholders at par value or at a premium price.
We are subject to the general principle of equal treatment of shareholders under the Norwegian Securities Trading Act section 5-14. The
Board will, in connection with any future share issues, on a case-by-case basis, evaluate whether a deviation from the principle of equal
treatment is justified.
Section 5 Shares and negotiability
We do not limit any partys ability to own, trade or vote for shares in the Company. As such, we are in compliance with Section 5 of the
Code.
Section 6 General meetings
As a Bermuda registered company, the general meetings of the Company can be conducted through proxy voting. The VPS registered
shareholders are holders of interests in the shares and thus represented by the VPS Registrar in the general meetings and not through
their own physical presence. This is in line with the general practice of other non-Norwegian companies listed on Oslo Børs. We believe
we comply in all other respects with the recommendations for general meetings as set out in the Code.
Section 7 Nomination committee
We have not established a nomination committee as recommended by the Code section 7 and our bye-laws do not include the
requirement for one. In lieu of a nomination committee comprised of independent directors, the Board is responsible for identifying and
recommending potential candidates to become Board members and recommending directors for appointment to board committees.
Section 8 Board of directors: composition and independence
The Chairman of our Board is elected by the Board and not by the shareholders as recommended in the Code. We are not in compliance
with the requirement to have female directors on our Board.
Section 9 The work of the board of directors
The Board sets an annual plan for the upcoming year in December which includes a review of strategy, objectives and their implementation,
the review and approval of the annual budget and review and monitoring of our current year financial performance. The Board meets at
least four times a year, with further meetings held as required to react to operational or strategic changes in the market and Company
circumstances. The Board receives frequent and relevant information to carry out its duties. It has delegated authority to the Companys
executive management by the means of a delegation of authority matrix.
The Board has established an Audit Committee, which has a formal charter and terms of reference approved by the Board. The Audit
Committee is responsible for ensuring Archer has an independent and effective external audit system. In addition we have an internal
audit program. The Audit Committee supports the Board in the administration and exercise of its responsibility for supervisory oversight
of financial reporting and internal control matters and to maintain appropriate relationships with our auditors. Appointment of the auditor
for audit services is approved at our annual general meeting and the Board is given authority to approve the fees to be paid to the auditor.
Our auditor meets with the Audit Committee annually regarding the preparation of the annual financial statements and also to present
their report on the internal control procedures. The Audit Committee holds separate discussions with our external auditor on a quarterly
basis without the presence of executive management. The scope, resources, and the level of fees proposed by the external auditor in
relation to our audit are approved by the Audit Committee.
The Board ensures through an internal check that members of the Board and executive personnel advise the Company of any material
interests that they may have in items to be considered by the Board.
The Board and executive management will consider and determine on a case-by-case basis whether independent third-party evaluations
are required if entering into agreements with related parties in accordance with the Code section 9. The Board may decide, however, due
to the specific agreement or transaction, to deviate from this recommendation if the interests of the shareholders in general are believed
to be maintained in a satisfactory manner through other measures.
Other than related party transactions disclosed in note 24, the Company did not enter into any transactions with its shareholders or
closely associated entities.
Archer Limited and subsidiaries
Appendix 1 – Corporate Governance
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Appendix 1 – Corporate Governance
Section 10 Risk management and internal control
The Board ensures that Archer follows guidelines to minimise the overall risk to the Company and its shareholders and implements and
complies with an adequate internal control framework. Archer’s system of internal control is designed to manage rather than eliminate the risk
of failure to achieve business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.
We have implemented clear lines of responsibility and limits of delegated authority. Comprehensive procedures provide for the appraisal,
approval, control and review of expenditures. The senior management team meets with its geographic and divisional leadership on a regular
basis to discuss particular issues affecting each region and business unit, including their key risks, health and safety statistics and legal and
financial matters. We have also implemented a process to assess the Company’s projected financing needs and compliance with covenants
under its financing arrangements. The results are presented to and discussed with the Board on a regular basis so adequate corrective
measures can be taken if and when necessary.
Integrity is a core value and high ethical standards are paramount to achieve our business objectives. Our Code of Conduct describes Archer’s
commitment to ethics for both personal and business matters. We comply with applicable laws and regulations and act in an ethical and
socially responsible manner. Our Code of Conduct applies to everyone working for Archer, including the members of the Board. The Code of
Conduct is available at www.archerwell.com. Archer has implemented a dedicated ethics helpline that can be used by any person who wishes
to express concerns or seek advice regarding the legal and ethical conduct of our business.
We comply with the Code related to this section.
Section 11 Remuneration of the board of directors
There is no obligation to present the guidelines for remuneration of the Board of Directors to the shareholders of a Bermuda incorporated
company. We will provide information to our shareholders regarding remuneration of the Board in compliance with the United States
generally accepted accounting principles (“US GAAP”) but will not implement procedures that are not generally applied under Bermuda
law. We therefore deviate from this part of section 11 of the Code. There are no service contracts between the Company and any of our
directors providing for benefits upon termination of their service.
Section 12 Salary and other remuneration for executive personnel
There is no obligation to present the guidelines for remuneration of the executive management to the shareholders of a Bermuda
incorporated company. We provide information to our shareholders regarding remuneration of the executive management in compliance
with US GAAP, but will not implement procedures that are not generally applied under Bermuda law. In the view of the Company there
is sufficient transparency and simplicity in the remuneration structure, and information provided through the annual report and financial
statements are sufficient to keep shareholders adequately informed. We therefore deviate from this part of section 12 of the Code.
Section 13 Information and communications
The Board has established guidelines requiring interim financial reporting on a quarterly basis according to a financial calendar that
is publicly available. We hold a quarterly financial results conference call, which is accessible to all participants in the securities market.
Timing and venue for such events are announced through public press releases. For specific events the Board requests that the Company
hold investor meetings allowing for more detailed information. The information shared in such meetings is published on our website.
Section 14 Take-overs
The Board of Directors has adopted all recommendations in the Code related to takeovers, which requires that all shareholders are given
sufficient information and time to form an independent view of a potential takeover offer.
We comply with the Code related to this section.
Section 15 Auditor
The Board’s Audit Committee is responsible for ensuring that the Group is subject to an independent and effective audit. Our independent
registered public accounting firm (independent auditor) is independent in relation to Archer and is appointed by the general meeting of
shareholders. The independent auditor’s fee must be approved by the general meeting of shareholders.
The Audit Committee is approved by the Board and is responsible for ensuring that the Company is subject to an independent and
effective external audit. On an annual basis the independent auditor presents a plan to the Audit Committee for the execution of the
independent auditor’s work.
The independent auditor participates in all meetings of the Audit Committee which concern financial statement filings, and participates in
reviewing the Company’s internal control procedures, including identified weaknesses and proposals for improvement.
Archer Limited and subsidiaries
Appendix 1 – Corporate Governance
When evaluating the independent auditor, emphasis is placed on the firm’s competence, capacity, local and international availability, and
the size of its fee. The Audit Committee evaluates and makes a recommendation to the Board, the corporate assembly, and the general
meeting of shareholders regarding the choice of independent auditor, and it is responsible for ensuring that the independent auditor
meets the requirements in Norway.
The Audit Committee considers all reports from the independent auditor before they are considered by the Board. The Audit Committee
holds regular meetings with the independent auditor without the Company’s management being present.
We comply with the Code related to this section.
Norwegian Accounting Act Section 3-3 b
In addition to the Norwegian Code of Practice for Corporate Governance, the Norwegian Accounting Act has set out additional
requirements for corporate governance. We have established a set of guidelines related to internal control and corporate governance.
Risk Oversight
It is management’s responsibility to manage risk and bring our most material risks to the attention of the Board. The Board has delegated
to the Audit Committee the responsibility to discuss with management our major financial risk exposures and the steps management
has taken to monitor and control those exposures, including our risk assessment and risk management. The Audit Committee reports as
appropriate to the full Board. Each operational division head is responsible to report risks related to each segment to the Chief Executive
Officer, who in turn reports to the Board.
Internal control
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of our financial statements for external purposes in accordance with US GAAP. Our control environment is the foundation
for our system of internal control over financial reporting and is an integral part of our Code of Conduct and Business Ethics for the
Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, which sets the tone of our Company. Our internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of our financial statements in accordance with US GAAP, and that receipts and expenditures are
being made only in accordance with authorisations of our management and directors; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use or disposition of our assets that could have a material effect on our
financial statements.
Audit committee
The Audit Committee currently consists of Directors James O’Shaughnessy and Richard Stables. The Audit Committee assists our Board
in fulfilling its oversight responsibility by overseeing and evaluating (i) the conduct of our accounting and financial reporting process
and the integrity of our financial statements; (ii) the functioning of our systems of internal accounting and financial controls; (iii) the
performance of our internal audit function and (iv) the engagement, compensation, performance, qualifications and independence of our
independent auditors.
The independent auditors have unrestricted access and report directly to the Audit Committee. The Audit Committee meets privately
with, and has unrestricted access to, the independent auditors and all of our personnel.
Compensation committee
The Compensation Committee currently consists of the Directors Peter J. Sharpe, Arne Sigve Nylund and Jan Erik Klepsland. The
Compensation Committee formulates and oversees the execution of our compensation strategies, including making recommendations
with respect to compensation arrangements for senior management, directors and other key employees. The Compensation Committee
also administers our stock compensation plans.
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Appendix 1 – Corporate Governance
Communications with the Board
Shareholders and other interested parties wishing to communicate with the Board or any individual director, including the Chairman,
should send any communication to the Corporate Secretary, Archer Limited, Par-la-Ville Place 14 Par-la-Ville Road, Hamilton HM 08,
Bermuda. Any such communication must state the number of shares beneficially owned by the shareholder making the communication.
The Corporate Secretary will forward such communication to the director or directors to whom the communication is directed, unless
the Corporate Secretary determines that the communication does not relate to the business or affairs of the Company or the functioning
or constitution of the Board or any of its committees, or it relates to routine or insignificant matters that do not warrant the attention
of the Board, or is an advertisement or other commercial solicitation or communication, or is frivolous or offensive, or is otherwise not
appropriate for delivery to directors.
Communication from the company
Information of relevance to our share price is communicated through our website and includes information relating to results and
economic development. Our policy is to comply with all applicable standards aimed at securing a good information flow.
We publish annual and quarterly reports, as well as our annual ESG report, on our website. We acknowledge the importance of providing
shareholders, and the equity market in general, with correct and relevant information about us and our activities.
Other than the items mentioned above, we have not established any further guidelines regulating the work of the Board and its committees.
Archer Limited and subsidiaries
Appendix 2 – Material Subsidiaries
Archer group companies and ownership interests
Company Country of Incorporation
Direct and indirect shareholding
and voting rights
DLS-Archer Ltd. S.A. ARGENTINA 100%
DLS Argentina Ltd. Argentina (Branch) ARGENTINA 100%
DLA Argentina Fluidos S.A. ARGENTINA 100%
Archer Well Company (Australia) Pty Ltd AUSTRALIA 100%
Archer Well Company International Azerbaijan (Branch) AZERBAIJAN 100%
Archer (UK) Ltd (Branch) AZERBAIJAN 100%
Archer Emerald (Bermuda) Limited BERMUDA 100%
Archer Topaz Limited BERMUDA 100%
Archer DLS Corporation Bolivia (Branch) BOLIVIA 100%
Archer do Brasil Serviços de Petróleo Ltda BRASIL 100%
Archer do Brasil Ltda BRASIL 100%
Archer DLS Corporation BVI 100%
DLS Argentina Limited BVI 100%
DLS Argentina Holding Ltd BVI 100%
Archer BCH (Canada) Ltd CANADA 100%
Archer BCH (Canada) Branch GUYANA 100%
Archer Oil Tools AS Congo (Branch) CONGO 100%
Archer Offshore Denmark AS DENMARK 100%
Archer (UK) Limited France (Branch) FRANCE 100%
Archer Services Limited HONG KONG 100%
Jarðboranir hf. (Iceland Drilling) ICELAND 50%
PT Archer INDONESIA 95%
Archer Well Company (M) SDN BHD MALAYSIA 100%
Archer Well Solutions (Malaysia) Sdn Bhd MALAYSIA 49%
Archer Well Company International Ltd. (Branch) MOZAMBIQUE 100%
Archer Well Services Nigeria Limited NIGERIA 100%
Archer AS NORWAY 100%
Archer Consulting AS NORWAY 100%
Archer Norge AS NORWAY 100%
Archer Oil Tools AS NORWAY 100%
Comtrac AS NORWAY 50%
Archer Poland Sp. Z.O.O. POLAND 100%
Archer Well Technologies LLC RUSSIA 100%
Rawabi Archer Company Ltd. SAUDI ARABIA 10%
Archer (UK) Limited Abu Dhabi (Branch) UAE 100%
Archer Well Oil and Gas Services LLC UAE 100%
Archer (UK) Limited Jebel Ali Free Zone (Branch) UAE 100%
Archer (UK) Limited UK 100%
Archer Assets UK Limited UK 100%
Archer Consulting Resources Limited UK 100%
Archer Well Company International Ltd UK 100%
Archer Well Services (Saudi Arabia) Ltd UK 100%
Romar International Ltd UK 100%
Romar Topco Ltd UK 100%
Archer Holdco LLC USA 100%
Abrado Inc. USA 100%
Archer Oiltools LLC USA 100%
Archer Well Company Inc USA 100%
Ziebel US Inc. USA 100%
* see note 12 for details regarding Comtrac AS.
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