Good morning. Thank you for standing by. My name is Prilla, and I will be your conference operator today. At this time, I would like to welcome everyone to the Archer Third Quarter 2024 earnings release conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press a star followed by the number one on your telephone keypad. If you would like to withdraw your question, please press a star one again. Thank you. I would now like to turn the conference over to Dag Skindlo, CEO. You may begin.
Thank you, Prillla. Good morning, ladies and gentlemen, and thank you for joining this conference call. The process leading up to this call has deviated from the normal quarterly routine, but I trust you all appreciate the background for this. In today's call, I will initially focus on the acquisition rationale and the equity raise before I will briefly go through the Q3 performance. Our Chief Financial Officer, Espen Joranger, is joining me on the call today. Towards the end of the call, we will open the line for questions. Moving to slide two, I would like to note that information provided in today's call includes forward-looking statements as well as non-GAAP financial measures. Forward-looking statements do not guarantee future performance and involve risks and uncertainties. Further information about these risks and uncertainties is set forth in our most recent annual report. Next slide, please.
First, I want to highlight our major recent developments. This quarter, we achieved a record EBITDA of $34.9 million, a 14% increase compared to the same period last year. This EBITDA performance is the best quarterly result since 2016. The growth highlights the strong operational performance and increased efficiency across our segments. We are very excited about our recent announced acquisition of Wellbore Fishing & Rental Tools. WFR is a US-based technology player focused on fishing operations in the oil and gas sector, with a solid footprint in the Gulf of Mexico. To fund the acquisition, we successfully raised $50 million in a new equity through a private placement. The private placement was materially oversubscribed, and what pleased us the most was that we managed to raise equity at the same share price as our last market close, securing that our legacy shareholders were not value-diluted
We also increased our ownership in Iceland Drilling, our geothermal business line, to secure greater control, which also enabled us to consolidate their financial accounts going forward. Given the recent acquisitions combined with our continued organic growth, we are updating our pro forma 2024 guidance. We now guide our pro forma EBITDA in the range of $155-$160 million for 2024, with a pro forma leverage ratio between 2.2 and 2.4 at the year-end. Next slide, please. As announced earlier this week, Archer has agreed to acquire WFR, a leading well service provider within fishing operations in the U.S. Gulf of Mexico. This transaction ticks all the right boxes for a successful acquisition for Archer. First of all, it fits well with our strategy to expand our wells offering internationally. Secondly, it expands our service offering and complements our P&A capabilities.
We will get a new platform to cross-sell our existing portfolio of technologies and services, and we will have meaningful synergies. Fishing operations include multiple activities during the well life cycle, including the removal of stuck equipment, pipe, completions, downhole tools, casing, and liners for intervention, workover, and P&A operations. As mentioned, fishing operations is an integral part of slot recovery and P&A, which is a key part of Archer's product offering and strategic focus. During the last three years, WFR has averaged $40-$45 million in annual revenue, with an EBITDA margin of more than 30% and CapEx between 2%-4% of revenue. The combination of high EBITDA margin and low CapEx requirements results in a high cash generation, with a robust cash contribution of more than 90% of EBITDA.
In addition, due to tax losses carried forward in Archer, no income tax is expected in the foreseeable future for WFR and Archer U.S. operations. In other words, there is a strong overall fit for Archer, and WFR will provide meaningful EBITDA and cash flow to the group. Moving to slide five. WFR operates in two key markets, the U.S. Gulf of Mexico and the Permian Basin. The onshore business is focused on Permian only, which allows for equipment and people sharing, resulting in higher utilization and profit margins. The offshore fishing market is highly consolidated, dominated by two main players holding a total of 70%-80% of the market. WFR is in a strong position. The company has built lasting customer relationships and solid reputation within the industry, solidifying their brand as a trusted provider. Their customer base includes several super majors as Chevron, Occidental, and Exxon.
These customers demonstrate the industry's confidence in WFR's expertise and service quality. We believe there are meaningful revenue synergies with cross-selling of Archer's high-end plugs, slot recovery, and P&A services to WFR's strong portfolio of large customers. Many of our products and services can be sold in the same workload and projects as WFR. Next slide, please. As mentioned, the acquisition has a strong overall industrial and financial rationale. It will position Archer for the $18 billion P&A market in deepwater Gulf of Mexico and will strengthen our well service offering and relationship with super majors. There are tangible revenue synergies expected for Archer products and services, as well as approximately $2 million in annual cost synergies from co-location of workshops. Furthermore, the acquisition is accretive with an expected payback of around three years when including synergies.
The transaction is expected to add an average annual cash flow to equity of $15-$20 million over the next few years. This will also further accelerate the de-leveraging of Archer, and we will be positioned to reach a leverage ratio towards two times Net Debt/EBITDA in 2025. Moving to slide seven. Our recent organic growth and acquired M&A transactions have created a solid foundation for refinancing and dividend capacity in the near term. Pro forma 2024 EBITDA is about 85% higher than 2022, while our leverage ratio has come down materially. If you look at Pro forma 2024, we will generate $90-$100 million in free cash flow, EBITDA minus CapEx. Although we are not guiding to dividend capacity at this stage, we have made a reasonable illustration of cash outflows to interest expenses, taxes, and working capital.
From the graph, we can see that there is reasonable dividend capacity, and this is expected to improve further going forward. Next slide, please. The WFR acquisition adds to Archer's strong M&A track record. Since the start of 2023, Archer has invested just about $40 million in a number of accretive bolt-on acquisitions, with the acquired companies expected to generate more than $20 million in 2024 pro forma EBITDA, representing a multiple of around two times 2024 EBITDA and a payback of approximately three years. WFR is expected to contribute significantly to further value creation with an estimated 2025 EBITDA of $15-$20 million, including synergies. The acquisition is estimated to have a payback of approximately three years, in line with our recent track record. We will continue to build on our successful M&A track record and look for accretive and synergistic bolt-on acquisitions going forward as well.
Next slide, please. In order to finance the acquisition, it was important for us to execute this in a manner that supports our ambition to deliver, refinance, and to put us in a position for dividend distribution in the near term. We're extremely pleased with the result of the recent private placement. We successfully completed a $50 million private placement, which was significantly oversubscribed, with a demand reaching about two times the planned amount. We initially planned for a $40 million raise and to issue consideration shares for $10 million to sellers. However, due to the overwhelming investor interest, we decided to use our option to upsize the private placement to $50 million and also settle the full transaction in cash. The subscription price was set at our last closing price, meaning there was no discount applied, resulting in no value dilution for our pre-placement shareholders.
This reflects investor confidence in our growth strategy and reinforces value for existing shareholders. The placement saw strong participation from a wide range of institutional investors, highlighting a high level of interest and support from institutional investment community. The full proceeds from the placement will be used to fund our acquisition of WFR. Next slide, please. As we shared a quarterly report and standard slides earlier this week, we will cover the third quarter very briefly today. I'm pleased to report that our third quarter results reflect another period of strong growth and strategic achievements. With Q3 revenue reaching $335 million, we are significantly from last year, driven by performance improvements across our key segments. Our Q3 EBITDA before certain items came in at $36.3 million, representing an 11% increase year- over- year.
This quarter's marked a record for our Q3 EBITDA at $34.9 million, with year-to-date EBITDA earnings reaching $38.5 million. We are pleased to report a positive net income of $2.9 million this quarter, reflecting both the impact of our acquisition and the strength of our core business. As previously mentioned, we have during the quarter also agreed to acquire an additional 10% of the shares in a geothermal company, Iceland Drilling, bringing our total ownership to 60%. As a result, we will begin consolidating Iceland Drilling into our financial accounts. Strategically, our acquisition of a managed pressure drilling service provider in Argentina and Moreld Ocean Wind in Norway, now rebranded as Archer Wind, are milestones that further expand our capabilities and reach. Our new long-term contract with OKEA for platform operation and our partnership with TotalEnergies on a floating offshore wind project are key elements in our growth roadmap.
Slide 11, please. This slide highlights our growth and updated guidance. With our recent acquisitions, we expect to reach about $1.3-$1.4 billion in Pro forma revenue in 2024, representing close to 20% annual growth since 2022. Our Pro forma EBITDA is expected to reach between $155-$160 million in 2024, an 85% increase from 2022 EBITDA. In the same period, we have grown Pro forma annual cash contribution by approximately 70%. Looking at this year, Pro forma cash contribution will be around $90-$100 million, setting the foundation for meaningful cash flow to equity. It is important to emphasize that Archer has taken steps to further strengthen the balance sheet and to improve cash generation. Pro forma leverage ratio will be around 2.2-2.4 at year-end, which is set to reduce further in 2025.
With its own leverage ratio, we will be well positioned to refinance our debt next year at improved terms. This is likely to reduce our annual interest cost by 15%-25% from this year, pending bond market and swap rates. All in all, this sets the foundation for refinancing and dividend capacity in 2025. Slide 12, please. To sum it up, we are Archer. We are the well company focused on drilling and well services. Importantly, Archer has a large exposure to the brownfield operations and, as such, have a resilient cash flow business model, as brownfield is the lowest cost per barrel and the activity is fairly steady with decades to go. Even during COVID-19, we did reasonably well and generated strong operational cash flow.
We are also focused on the larger and growing P&A market, which is also less linked to the oil price, as the job of P&A has not been done. As outlined earlier, we have grown significantly over the last years and are now generating cash flow allowing for dividend capacity. We have deleveraged meaningfully, and with the latest transaction, we expect to reach a leverage ratio of around two times in 2025. As a result, this sets the foundation for refinancing at improved terms next year and creates a clear pathway towards dividend distribution. This should allow for many positive triggers and healthy returns to shareholders. With that, I will hand the call over to the operator for any questions.
Thank you. We will now begin the question and answer session.
If you have dialed in and would like to ask a question, simply press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. If you are called upon to ask your question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Again, please press star one to join the queue. Once again, if you would like to ask a question, simply press star one. And I'm showing no further questions at this time. I would like to turn it back to Dag Skindlo for further remarks.
Thank you. We appreciate everyone joining us for this quarter's call, and we look forward to speaking to you next quarter. Thank you and have a good day.
Thank you. And this concludes today's conference call. Thank you all for participating. You may now disconnect.