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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) February 26, 2019

 

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-32657

 

98-0363970

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda

 

N/A

(Address of principal executive offices)

 

(Zip Code)

 

(441) 292-1510

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 


 

Item 2.02              Results of Operations and Financial Condition.

 

On February 26, 2019, Nabors Industries Ltd. (“Nabors” or the “Company”) issued a press release announcing its results of operations for the three- and twelve-month period ended December 31, 2018.  A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The press release includes forward-looking statements within the meaning of the Securities Act of 1933 (the “Securities Act”), and the Securities Exchange Act of 1934 (the “Exchange Act”).  Such forward-looking statements are subject to risks and uncertainties, as disclosed from time to time in the Company’s filings with the Securities and Exchange Commission.  As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.

 

Nabors also presented in the press release certain “non-GAAP” financial measures. Nabors presented its adjusted EBITDA, adjusted operating income (loss), and net debt for all periods presented in the release. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Adjusted operating income (loss) represents income (loss) from continuing operations before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges and other, net. Adjusted EBITDA is computed similarly, but also excludes depreciation and amortization expenses. In addition, adjusted EBITDA and adjusted operating income (loss) exclude certain cash expenses that the Company is obligated to make. Net debt is calculated as total debt minus the sum of cash and cash equivalents and short-term investments. As part of the press release information, Nabors has provided a reconciliation of adjusted EBITDA and adjusted operating income (loss) to income (loss) from continuing operations before income taxes and net debt to total debt, which are the most closely comparable GAAP financial measures.

 

The Company included its adjusted EBITDA and adjusted operating income (loss) in the release because management evaluates the performance of the Company’s operating segments and consolidated results based on several criteria, including these non-GAAP measures, because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance. In addition, Nabors included net debt in the release because management uses net debt as a measure of the Company’s liquidity.  There are, however, certain limitations to these measures and therefore they should be considered in addition to and not as an alternative to the Company’s results in accordance with GAAP.

 

On February 27, 2019, Nabors will hold a conference call at 10:00 a.m. central time, regarding the Company’s financial results for the quarter and year ended December 31, 2018. Information about the call — including dial-in information, recording and replay of the call, and supplemental information — is available on the Investor Relations page of www.nabors.com.

 

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act.

 

2


 

Item 7.01              Regulation FD Disclosure.

 

On February 27, 2019, Nabors will present certain information in connection with its call with shareholders, analysts and others relating to the Company’s results of operations discussed in Item 2.02 above. Attached hereto as Exhibit 99.2 are slides that will be presented at that time.

 

The information included in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release

99.2

 

Investor Information

 

3


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NABORS INDUSTRIES LTD.

 

 

 

 

Date: February 26, 2019

By:

/s/ Mark D. Andrews

 

Mark D. Andrews

 

Corporate Secretary

 

4


(Back To Top)

Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

Nabors Announces Fourth Quarter Results

 

Fourth Quarter Highlights:

 

·                  Net debt decreased by $245 million

·                  U.S. Lower 48 daily margin increased by $700 to over $9,400

·                  Nabors Drilling Solutions EBITDA increased by 43% to $23 million

 

HAMILTON, Bermuda, February 26, 2019 /PRNewswire/ — Nabors Industries Ltd. (“Nabors” or the “Company”) (NYSE: NBR) today reported fourth quarter 2018 operating revenues of $782 million, compared to operating revenues of $779 million in the third quarter. Net income from continuing operations attributable to Nabors common shareholders for the quarter was a loss of $188 million, or $0.55 per share, compared to loss of $105 million, or $0.31 per share, in the prior quarter. Results for the fourth quarter included net impairments and other charges of $52 million, or $0.15 per share after tax, and a separate non-cash income tax charge of $52 million, or $0.15 per share, related to the establishment of a reserve on our deferred tax asset in Canada. The third quarter included a loss of $10 million, or $0.02 per share, in premiums paid to redeem the Company’s 9.25% notes due 2019.

 

Adjusted operating income for the Company was a loss of $25 million during the quarter, compared to a loss of $8 million in the third quarter. Fourth-quarter consolidated adjusted EBITDA increased to $202 million compared to $201 million in the previous quarter.  During the fourth quarter, the Company averaged 224 rigs operating at an average gross margin of $11,851 per day. This compares to 226 rigs at $12,028 per rig day in the third quarter. The decrease in rig count primarily reflects the sale of workover rigs in Argentina and a reduction in Venezuela rig count, which offset the sequential increase in activity in the U.S. The sale had a negligible impact on the quarter’s adjusted EBITDA.

 

Anthony G. Petrello, Nabors Chairman, CEO and President, commented, “The U.S. Drilling segment was once again the highlight of the quarter, demonstrated by further improvement in the Lower 48 drilling operations. In addition to higher rig count, average daily rig margins in the Lower 48 exceeded $9,400 — a sequential increase of nearly $700 — due primarily to increased revenue per rig as day rates continued to increase during the quarter.

 

We also benefitted from higher offshore activity in the Gulf of Mexico, as well as a significant increase in our Drilling Solutions results. Our International results were somewhat lower than expected as uncertainty in Venezuela resulted in the temporary idling of our fleet there. Although our customers in Venezuela will experience disruptions in coming quarters, three of our five rigs are currently working. In addition, Rig Technologies’ activity was adversely impacted by customer concerns as a result of the volatility in oil prices.

 

Finally, during the quarter, we completed the acquisition of PetroMar, a company that designs and operates a suite of downhole tools targeting the reservoir evaluation market. These tools will complement our other downhole products.”

 

Consolidated and Segment Results

 

The U.S. Drilling segment reported a 15% sequential increase in adjusted EBITDA, to $114 million.  The increase is attributable to the Lower 48 and U.S. Gulf of Mexico operations.  Average rig count in the Lower 48 increased by five rigs, reflecting operational commencement of multiple upgraded rigs.

 


 

International Drilling adjusted EBITDA decreased sequentially by 19% to $94 million reflecting the expiration of multiple high-margin contracts in the Middle East, as well as the temporary idling of four rigs in Venezuela for a portion of the fourth quarter. The quarterly average rig count decreased by eight to 88, primarily reflecting a reduction from the sale of the Argentina workover rigs in addition to the drop in Venezuela.  The average margin per day decreased from approximately $15,000 to $13,500, due to the high-margin contract expirations and to the activity disruptions in Venezuela. These reductions were somewhat offset by the sale of the low margin workover rigs.

 

Canada Drilling operations posted a seasonal increase with adjusted EBITDA of $9.5 million, up from $7.3 million in the third quarter.  Daily gross margin increased sequentially to nearly $6,500.

 

In Drilling Solutions, adjusted EBITDA of $23.0 million increased by more than 40% from $16.1 million in the prior quarter.  The improved results were spread across all major service lines.

 

In the Rig Technologies segment, fourth-quarter adjusted EBITDA experienced a loss of $1.3 million, compared to profit of $0.1 million in the third quarter. The results for this segment include the burden for two pre-commercial technology initiatives for our rotary steerable system and robotic drilling systems. Within this segment, our Canrig and Tesco businesses continue to be EBITDA positive.

 

Capital Expenditures and Liquidity

 

During the fourth quarter, net debt decreased by $245 million. This improvement includes, among other things, the net payments from Saudi Aramco of $157 million for the contribution of five more rigs into the SANAD joint venture, as well as the $21 million net expenditure for the acquisition of PetroMar.

 

Capital expenditures for the fourth quarter totaled $122 million. Total capital expenditures for 2018 were $453 million.

 

William Restrepo, Nabors Chief Financial Officer, stated, “In the fourth quarter we generated significant free cash flow and we continued to reduce debt. As we had communicated earlier, we delivered breakeven cash flow for the full year, before the impact of our equity issue in May of last year. For 2019, we will remain focused on generating cash flow and have taken several steps to strengthen our liquidity, including a reduction in our quarterly dividend on our common shares, a substantial cut in planned capital expenditures and further reductions in our overhead expenses. Based on assumptions for our operating results and expectation of low capital spending, we are aiming to reduce net debt by an additional $200 to $250 million during 2019.”

 

Mr. Petrello concluded, “Rig count in the Lower 48 has held up much better than industry observers expected. Although more operators than usual did not renew expired contracts at the beginning of the year, the rigs were rapidly picked up by other customers. As a result, essentially all of our superspec rigs remain contracted, albeit with some short periods of idle time between contracts. In addition, spot pricing remains firm at the peak levels attained during the fourth quarter. We expect average daily margins to continue improving in the Lower 48. In international markets, we expect higher rig count to offset somewhat lower margins, as almost all of our fleet has now rolled into contracts with lower pricing than at the last activity peak. We expect consolidated adjusted EBITDA for the first quarter of 2019 in line with the fourth quarter.”

 


 

About Nabors

 

Nabors  (NYSE: NBR) owns and operates one of the world’s largest land-based drilling rig fleets and is a provider of offshore platform rigs in the United States and numerous international markets. Nabors also provides directional drilling services, performance tools, and innovative technologies for its own rig fleet and those of third parties. Leveraging our advanced drilling automation capabilities, Nabors highly skilled workforce continues to set new standards for operational excellence and transform our industry.

 

Forward-looking Statements

 

The information included in this press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result, of these factors, Nabors’ actual results may differ materially from those indicated or implied by such forward-looking statements.  The forward-looking statements contained in this press release reflect management’s estimates and beliefs as of the date of this press release.  Nabors does not undertake to update these forward-looking statements.

 

Non-GAAP Disclaimer

 

This press release presents certain “non-GAAP” financial measures.  The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Adjusted operating income (loss) represents income (loss) from continuing operations before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges and other, net. Adjusted EBITDA is computed similarly, but also excludes depreciation and amortization expenses. In addition, adjusted EBITDA and adjusted operating income (loss) exclude certain cash expenses that the Company is obligated to make. Net debt is calculated as total debt minus the sum of cash and cash equivalents and short-term investments. Each of these non-GAAP measures has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including adjusted EBITDA, adjusted operating income (loss), and net debt, because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance.  Securities analysts and investors also use these measures as some of the metrics on which they analyze the Company’s performance. Other companies in this industry may compute these measures differently.  A reconciliation of consolidated adjusted EBITDA and adjusted operating income (loss) to income (loss) from continuing operations before income taxes and net debt to total debt, which are their nearest comparable GAAP financial measures, are included in the tables at the end of this press release.

 

Media Contact:  Dennis A. Smith, Vice President of Corporate Development & Investor Relations, +1 281-775-8038 or William Conroy, Senior Director of Corporate Development & Investor Relations, +1 281-775-2423.   To request investor materials, contact Nabors’ corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail at [email protected]

 


 

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

September 30,

 

December 31,

 

(In thousands, except per share amounts)

 

2018

 

2017

 

2018

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues and other income:

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

782,080

 

$

708,277

 

$

779,425

 

$

3,057,619

 

$

2,564,285

 

Earnings (losses) from unconsolidated affiliates

 

 

1

 

 

1

 

7

 

Investment income (loss)

 

(5,458

)

986

 

(1,342

)

(9,499

)

1,194

 

Total revenues and other income

 

776,622

 

709,264

 

778,083

 

3,048,121

 

2,565,486

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and other deductions:

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

510,402

 

471,641

 

497,194

 

1,976,974

 

1,718,069

 

General and administrative expenses

 

56,615

 

59,070

 

66,813

 

265,822

 

251,184

 

Research and engineering

 

13,444

 

15,009

 

14,458

 

56,147

 

51,069

 

Depreciation and amortization

 

226,643

 

214,106

 

208,517

 

866,870

 

842,943

 

Interest expense

 

53,731

 

57,076

 

51,415

 

227,124

 

222,889

 

Impairments and other charges

 

54,012

 

23,416

 

13,770

 

144,446

 

44,536

 

Other, net

 

5,369

 

6,827

 

9,137

 

29,532

 

14,880

 

Total costs and other deductions

 

920,216

 

847,145

 

861,304

 

3,566,915

 

3,145,570

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

(143,594

)

(137,881

)

(83,221

)

(518,794

)

(580,084

)

Income tax expense (benefit)

 

21,957

 

(23,156

)

10,489

 

79,269

 

(82,970

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations, net of tax

 

(165,551

)

(114,725

)

(93,710

)

(598,063

)

(497,114

)

Income (loss) from discontinued operations, net of tax

 

(71

)

(442

)

(13,933

)

(14,663

)

(43,519

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(165,622

)

(115,167

)

(107,643

)

(612,726

)

(540,633

)

Less: Net (income) loss attributable to noncontrolling interest

 

(17,796

)

(1,177

)

(6,934

)

(28,222

)

(6,178

)

Net income (loss) attributable to Nabors

 

$

(183,418

)

$

(116,344

)

$

(114,577

)

$

(640,948

)

$

(546,811

)

Less: Preferred stock dividend

 

$

(4,312

)

$

 

$

(4,313

)

$

(12,305

)

$

 

Net income (loss) attributable to Nabors common shareholders

 

$

(187,730

)

$

(116,344

)

$

(118,890

)

$

(653,253

)

$

(546,811

)

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to Nabors common shareholders:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

$

(187,659

)

$

(115,902

)

$

(104,957

)

$

(638,590

)

$

(503,292

)

Net income (loss) from discontinued operations

 

(71

)

(442

)

(13,933

)

(14,663

)

(43,519

)

Net income (loss) attributable to Nabors common shareholders

 

$

(187,730

)

$

(116,344

)

$

(118,890

)

$

(653,253

)

$

(546,811

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (losses) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic from continuing operations

 

$

(0.55

)

$

(0.40

)

$

(0.31

)

$

(1.95

)

$

(1.75

)

Basic from discontinued operations

 

 

 

(0.04

)

(0.04

)

(0.15

)

Total Basic

 

$

(0.55

)

$

(0.40

)

$

(0.35

)

$

(1.99

)

$

(1.90

)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted from continuing operations

 

$

(0.55

)

$

(0.40

)

$

(0.31

)

$

(1.95

)

$

(1.75

)

Diluted from discontinued operations

 

 

 

(0.04

)

(0.04

)

(0.15

)

Total Diluted

 

$

(0.55

)

$

(0.40

)

$

(0.35

)

$

(1.99

)

$

(1.90

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

350,236

 

286,603

 

350,194

 

334,397

 

280,653

 

Diluted

 

350,236

 

286,603

 

350,194

 

334,397

 

280,653

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

201,619

 

$

162,557

 

$

200,960

 

$

758,676

 

$

543,963

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income (loss)

 

$

(25,024

)

$

(51,549

)

$

(7,557

)

$

(108,194

)

$

(298,980

)

 

1-1


 

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

 

September 30,

 

December 31,

 

(In thousands)

 

2018

 

2018

 

2017

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and short-term investments

 

$

481,802

 

$

388,558

 

$

365,366

 

Accounts receivable, net

 

756,320

 

775,137

 

698,477

 

Assets held for sale

 

12,250

 

20,289

 

37,052

 

Other current assets

 

343,191

 

355,056

 

346,441

 

Total current assets

 

1,593,563

 

1,539,040

 

1,447,336

 

Property, plant and equipment, net

 

5,467,870

 

5,608,948

 

6,109,565

 

Goodwill

 

183,914

 

172,976

 

173,226

 

Other long-term assets

 

608,597

 

639,583

 

671,857

 

Total assets

 

$

7,853,944

 

$

7,960,547

 

$

8,401,984

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current portion of debt

 

$

561

 

$

433

 

$

181

 

Other current liabilities

 

831,516

 

751,959

 

919,295

 

Total current liabilities

 

832,077

 

752,392

 

919,476

 

Long-term debt

 

3,585,884

 

3,737,273

 

4,027,766

 

Other long-term liabilities

 

280,796

 

296,389

 

311,971

 

Total liabilities

 

4,698,757

 

4,786,054

 

5,259,213

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interest in subsidiary

 

404,861

 

210,665

 

203,998

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Shareholders’ equity

 

2,700,850

 

2,931,222

 

2,911,816

 

Noncontrolling interest

 

49,476

 

32,606

 

26,957

 

Total equity

 

2,750,326

 

2,963,828

 

2,938,773

 

Total liabilities and equity

 

$

7,853,944

 

$

7,960,547

 

$

8,401,984

 

 

1-2


 

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

SEGMENT REPORTING

(Unaudited)

 

The following tables set forth certain information with respect to our reportable segments and rig activity:

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

September 30,

 

December 31,

 

(In thousands, except rig activity)

 

2018

 

2017

 

2018

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

U.S. Drilling

 

$

303,834

 

$

233,198

 

$

273,996

 

$

1,083,227

 

$

805,223

 

Canada Drilling

 

29,026

 

19,927

 

26,645

 

105,000

 

82,929

 

International Drilling

 

345,082

 

381,393

 

377,125

 

1,469,038

 

1,474,060

 

Drilling Solutions

 

66,812

 

44,001

 

60,923

 

250,242

 

140,701

 

Rig Technologies (1)

 

61,357

 

79,249

 

63,641

 

270,988

 

234,542

 

Other reconciling items (2)

 

(24,031

)

(49,491

)

(22,905

)

(120,876

)

(173,170

)

Total operating revenues

 

$

782,080

 

$

708,277

 

$

779,425

 

$

3,057,619

 

$

2,564,285

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA: (3)

 

 

 

 

 

 

 

 

 

 

 

U.S. Drilling

 

$

113,945

 

$

53,618

 

$

99,353

 

$

373,288

 

$

161,294

 

Canada Drilling

 

9,450

 

4,253

 

7,294

 

31,006

 

17,335

 

International Drilling

 

94,030

 

128,902

 

116,797

 

457,448

 

509,181

 

Drilling Solutions

 

23,025

 

12,596

 

16,145

 

68,663

 

32,926

 

Rig Technologies (1)

 

(1,274

)

(4,292

)

137

 

(9,375

)

(19,434

)

Other reconciling items (4)

 

(37,557

)

(32,520

)

(38,766

)

(162,354

)

(157,339

)

Total adjusted EBITDA

 

$

201,619

 

$

162,557

 

$

200,960

 

$

758,676

 

$

543,963

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating income (loss): (5)

 

 

 

 

 

 

 

 

 

 

 

U.S. Drilling

 

$

8,977

 

$

(41,080

)

$

2,578

 

$

(21,298

)

$

(213,877

)

Canada Drilling

 

929

 

(5,743

)

(1,895

)

(6,166

)

(22,262

)

International Drilling

 

(481

)

27,964

 

25,680

 

74,221

 

108,428

 

Drilling Solutions

 

11,853

 

8,080

 

9,506

 

37,626

 

16,738

 

Rig Technologies (1)

 

(5,212

)

(7,258

)

(4,141

)

(25,762

)

(30,964

)

Other reconciling items (4)

 

(41,090

)

(33,512

)

(39,285

)

(166,815

)

(157,043

)

Total adjusted operating income (loss)

 

$

(25,024

)

$

(51,549

)

$

(7,557

)

$

(108,194

)

$

(298,980

)

 

 

 

 

 

 

 

 

 

 

 

 

Rig activity:

 

 

 

 

 

 

 

 

 

 

 

Average Rigs Working: (6)

 

 

 

 

 

 

 

 

 

 

 

U.S. Drilling

 

117.3

 

106.3

 

111.6

 

113.2

 

100.8

 

Canada Drilling

 

18.3

 

13.8

 

17.9

 

16.9

 

15.4

 

International Drilling

 

88.0

 

90.7

 

96.0

 

92.9

 

91.1

 

Total average rigs working

 

223.6

 

210.8

 

225.5

 

223.0

 

207.3

 

 

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(1)                     Includes our oilfield equipment manufacturing, automated systems, and downhole tools.

 

(2)                     Represents the elimination of inter-segment transactions.

 

(3)                     Adjusted EBITDA represents income (loss) from continuing operations before income taxes, interest expense, depreciation and amortization, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges, and other, net. Adjusted EBITDA is a non-GAAP financial measure and should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. In addition, adjusted EBITDA excludes certain cash expenses that the Company is obligated to make. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including adjusted EBITDA and adjusted operating income (loss), because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance.  Securities analysts and investors use this measure as one of the metrics on which they analyze the Company’s performance.  Other companies in this industry may compute these measures differently.  A reconciliation of this non-GAAP measure to income (loss) from continuing operations before income taxes, which is the most closely comparable GAAP measure, is provided in the table set forth immediately following the heading “Reconciliation of Non-GAAP Financial Measures to Income (loss) from Continuing Operations before Income Taxes”.

 

(4)                     Represents the elimination of inter-segment transactions and unallocated corporate expenses.

 

(5)                     Adjusted operating income (loss) represents income (loss) from continuing operations before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges, and other, net. Adjusted operating income (loss) is a non-GAAP financial measure and should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. In addition, adjusted operating income (loss) excludes certain cash expenses that the Company is obligated to make. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including adjusted EBITDA and adjusted operating income (loss), because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance.  Securities analysts and investors use this measure as one of the metrics on which they analyze the Company’s performance.  Other companies in this industry may compute these measures differently.  A reconciliation of this non-GAAP measure to income (loss) from continuing operations before income taxes, which is the most closely comparable GAAP measure, is provided in the table set forth immediately following the heading “Reconciliation of Non-GAAP Financial Measures to Income (loss) from Continuing Operations before Income Taxes”.

 

(6)                     Represents a measure of the average number of rigs operating during a given period.  For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter.  On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year.

 

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

(Unaudited)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

September 30,

 

December 31,

 

(In thousands)

 

2018

 

2017

 

2018

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

201,619

 

$

162,557

 

$

200,960

 

$

758,676

 

$

543,963

 

Depreciation and amortization

 

(226,643

)

(214,106

)

(208,517

)

(866,870

)

(842,943

)

Adjusted operating income (loss)

 

(25,024

)

(51,549

)

(7,557

)

(108,194

)

(298,980

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (losses) from unconsolidated affiliates

 

 

1

 

 

1

 

7

 

Investment income (loss)

 

(5,458

)

986

 

(1,342

)

(9,499

)

1,194

 

Interest expense

 

(53,731

)

(57,076

)

(51,415

)

(227,124

)

(222,889

)

Impairments and other charges

 

(54,012

)

(23,416

)

(13,770

)

(144,446

)

(44,536

)

Other, net

 

(5,369

)

(6,827

)

(9,137

)

(29,532

)

(14,880

)

Income (loss) from continuing operations before income taxes

 

$

(143,594

)

$

(137,881

)

$

(83,221

)

$

(518,794

)

$

(580,084

)

 

1-5


 

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

RECONCILIATION OF NET DEBT TO TOTAL DEBT

 

 

 

December 31,

 

September 30,

 

December 31,

 

(In thousands)

 

2018

 

2018

 

2017

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Current portion of debt

 

$

561

 

$

433

 

$

181

 

Long-term debt

 

3,585,884

 

3,737,273

 

4,027,766

 

Total Debt

 

3,586,445

 

3,737,706

 

4,027,947

 

Less: Cash and short-term investments

 

481,802

 

388,558

 

365,366

 

Net Debt

 

$

3,104,643

 

$

3,349,148

 

$

3,662,581

 

 

1-6


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Section 3: EX-99.2 (EX-99.2)

Exhibit 99.2

4Q18 Earnings Presentation February 26, 2019 Presented by: Anthony G. Petrello Chairman, President, & Chief Executive Officer William J. Restrepo Chief Financial Officer

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2 We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly, and current reports, press releases, and other written and oral statements. Such statements, including statements in this document that relate to matters that are not historical facts, are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These “forward-looking statements” are based on our analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain, and investors should recognize that events and actual results could turn out to be significantly different from our expectations. Factors to consider when evaluating these forward-looking statements include, but are not limited to: fluctuations and volatility in worldwide prices of and demand for oil and natural gas; fluctuations in levels of oil and natural gas exploration and development activities; fluctuations in the demand for our services; competitive and technological changes and other developments in the oil and gas and oilfield services industries; our ability to renew customer contracts in in order to maintain competitiveness; the existence of operating risks inherent in the oil and gas and oilfield services industries; the possibility of the loss of one or a number of our large customers; the impact of long-term indebtedness and other financial commitments on our financial and operating flexibility; our access to and the cost of capital, including the impact of a downgrade in our credit rating, covenants restrictions, availability under our unsecured revolving credit facilities, and future issuances of debt or equity securities; our dependence on our operating subsidiaries and investments to meet our financial obligations; our ability to retain skilled employees; our ability to complete, and realize the expected benefits of strategic transactions; the recent changes in U.S. tax laws and the possibility of changes in other tax laws and other laws and regulation; the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countries in which we do business; and general economic conditions, including the capital and credit markets. Our businesses depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore, sustained lower oil or natural gas prices that have a material impact on exploration, development or production activities could also materially affect our financial position, results of operations and cash flows. The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. For a discussion of these factors and other risks and uncertainties, please refer to our filings with the Securities and Exchange Commission ("SEC"), including those contained in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the SEC's website at www.sec.gov. Non-GAAP Financial Measures This presentation refers to certain “non-GAAP” financial measures, such as adjusted EBITDA, adjusted operating income (loss) and net debt. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of adjusted EBITDA and adjusted operating income (loss) to income (loss) from continuing operations before income taxes and net debt to total debt, which are their nearest comparable GAAP financial measures, is provided in the Appendix at the end of this presentation. Forward-Looking Statements and Non-GAAP Financial Measures

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3 Recent Company Highlights Increased U.S. Drilling average daily margins to $11,428 from $10,540 in Q3 L48 Margins increased to $9,428 from $8,732, an 8% sequential increase Recent U.S. Rig Deployments Upgraded PACE®-F rigs in the Permian: 4 in 4Q 2018 2 in 1Q 2019 One upgraded PACE ®-M750 rig in South Texas in 1Q 2019 Two additional PACE ®-M750 deployments scheduled through 1Q 2019 Four additional PACE ®-M750 deployments scheduled in 2Q 2019 Deployed four upgraded International rigs during 4Q Saudi Arabia, Colombia, and Russia Additional International deployments pending Algeria, Kazakhstan, Mexico, Saudi Arabia

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4 Financial Overview

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5 Financial Summary See reconciliations in the Appendix Diluted Earnings (Losses) Per Share from continuing operations ($000 except EPS) 4Q17 1Q18 2Q18 3Q18 4Q18 Operating Revenues $708,277 $734,194 $761,920 $779,425 $782,080 Adjusted EBITDA(1) 162,557 168,414 187,683 200,960 201,619 Adjusted Operating(1) Income (Loss) (51,549) (45,034) (30,579) (7,557) (25,024) GAAP Diluted EPS(2) (0.40) (0.46) (0.61) (0.31) (0.55)

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Debt and Liquidity (As of December 31, 2018) (1) See reconciliations in the Appendix (2) Capitalization defined as Net Debt plus Shareholders’ Equity (3) Coverage defined as TTM Adjusted EBITDA / TTM Interest Expense (4) Leverage defined as Net Debt / TTM Adjusted EBITDA Note: Subtotals may not foot due to rounding Liquidity (at December 31, 2018) Cash & Available Capacity: $2,245 High 4Q17 3Q18 4Q18 Change ($MM's) 3/31/12 12/31/17 9/30/18 12/31/18 4Q18 from 3Q18 Total Debt $4,750 $4,028 $3,738 $3,586 ($152) Cash and ST Investments 494 365 389 482 (93) Net Debt(1) $4,256 $3,663 $3,349 $3,105 ($244) Shareholders’ Equity 5,811 2,912 2,931 2,701 (230) Net Debt to Capitalization(2) 42% 56% 53% 53% 0% Coverage(3) 7.8x 2.4x 3.1x 3.3x 0.2x Leverage(4) 2.2x 6.7x 4.7x 4.1x (0.6x)

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Debt Maturity Profile as of 12/31/18 All figures in millions Annual figures shown at maturity value. Debt balances reflect carrying values as of 31-December-2018 Availability under Revolving Credit Lines subject to covenants Nearest Maturity in 2020 (1) Debt @ 12/31/18 Total Debt: $3.59Bn(2) Net Debt: $3.10Bn(2) Available Liquidity: $2.25Bn(3) Available Liquidity (Revolver Capacity + Cash) Bonds, Notes & Other Revolving Credit Facilities (2) Cash Total Liquidity: $2.25 Billion 170 615 669 586 344 575 792 1,763 482 $0 $500 $1,000 $1,500 $2,000 $2,500 2018 2019 2020 2021 2022 1H23 2H23 2024 2025 2026

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8 Business Segments

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Rig Fleet(1) 4Q18 Average Rigs Working Average Utilization U.S. Lower 48 AC > 1500HP 112 99 88% AC Others 70 10 14% SCR Rigs 12 2 17% U.S. Lower 48 Total 194 111 57% U.S. Offshore 12 3 25% Alaska 16 3 19% Canada 41 18 44% International 133 88 66% Total Fleet 396 224 56% 9 4Q18 Rig Utilization & Availability As of December 31st, 2018 Note: Subtotals may not foot due to rounding

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10 Lower 48 Rig Utilization by Type As of December 31, 2018 Pad Not Pad Total Capable Capable Rigs Active Total Total Active Total Util. Active Total Util. AC 108 158 68% 3 26 12% 111 184 60% PACE®-X 46 47 98% 0 0 0% 46 47 98% PACE®-M800 6 6 100% 0 0 0% 6 6 100% PACE®-M1000 4 4 100% 0 0 0% 4 4 100% PACE®-B 27 29 93% 0 0 0% 27 29 93% PACE®-S 11 11 100% 0 0 0% 11 11 100% PACE®-F 7 8 88% 0 8 0% 7 16 44% PACE®-M550 7 36 19% 3 18 17% 10 54 19% Other AC Rigs 0 17 0% 0 0 0% 0 17 0% Legacy 3 8 38% 0 16 0% 3 24 13% Total 111 166 67% 3 42 7% 114 208 55%

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11 116 US 123 Colombia 14 Russia 3 Italy 1 UAE 0 Saudi Arabia 41 Kazakhstan 5 India 2 Venezuela 1 Canada 18 Oman 4 Kuwait 2 Ecuador 0 Argentina 15 Algeria 3 Mexico 2 PNG 0 Total = 234 Nabors Drilling Operations As of December 31, 2018

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12 Appendix

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13 Rig Margins & Activity (1) Margin = gross margin per rig per day for the period. Gross margin is computed by subtracting direct costs from operating revenues for the period. 1Q18 2Q18 3Q18 4Q18 Margin(1) Avg. Rigs Working Margin(1) Avg. Rigs Working Margin(1) Avg. Rigs Working Margin(1) Avg. Rigs Working U.S. Drilling $8,171 111.8 $9,381 112.1 $10,540 111.6 $11,428 117.3 Canada Drilling 5,847 21.1 6,662 10.2 5,352 17.9 6,492 18.3 International Drilling 16,619 94.6 16,349 93.1 15,003 96.0 13,527 88.0

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14 Reconciliation of Adjusted EBITDA to Income (Loss) from Cont. Operations Before Income Taxes Adjusted operating income (loss) represents income (loss) from continuing operations before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), impairments and other charges, and other, net. Adjusted EBITDA is computed similarly, but also excludes depreciation and amortization expenses. In addition, adjusted EBITDA and adjusted operating income (loss) exclude certain cash expenses that the Company is obligated to pay. Each of these non-GAAP measures has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including adjusted EBITDA and adjusted operating income (loss), because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance. Securities analysts and investors use these measures as some of the metrics on which they analyze the Company’s performance. Other companies in this industry may compute these measures differently. A reconciliation of adjusted EBITDA and adjusted operating income (loss) to income (loss) from continuing operations before income taxes which is the nearest comparable GAAP financial measure, is provided in the table below. Three Months Ended December 31, March 31, June 30, September 30, December 31, (In Thousands) 2017 2018 2018 2018 2018 Adjusted EBITDA $162,557 $168,414 $187,683 $200,960 $201,619 Depreciation and Amortization 214,106 213,448 218,262 208,517 226,643 Adjusted Operating Income (loss) (51,549) (45,034) (30,579) (7,557) (25,024) Earnings (losses) from unconsolidated affiliates 1 2 (1) 0 0 Investment Income (loss) 986 465 (3,164) (1,342) (5,458) Interest Expense (57,076) (61,386) (60,592) (51,415) (53,731) Other, net (6,827) (7,045) (7,981) (9,137) (5,369) Impairments and other charges (23,416) (7,044) (69,620) (13,770) (54,012) Income (loss) from continuing operations before income taxes (137,881) (120,042) (171,937) (83,221) (143,594)

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15 Reconciliation of Net Debt to Total Debt Net debt is computed by subtracting the sum of cash, cash equivalents, and short-term investments from total debt. This non-GAAP measure has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including net debt, because it believes that this financial measure accurately measures the Company’s liquidity. In addition, securities analysts and investors use this measure as one of the metrics on which they analyze the company’s performance. Other companies in this industry may compute this measure differently. A reconciliation of net debt to total debt, which is the nearest comparable GAAP financial measure, is provided in the table below. (In Thousands) March 31, 2012 December 31, 2017 September 30, 2018 December 31, 2018 Long-Term Debt $4,474,495 $4,027,766 $3,737,273 $3,585,884 Current Debt 275,616 181 433 561 Total Debt $4,750,111 $4,027,947 $3,737,706 $3,586,445 Cash & Cash Equivalents $354,022 $336,997 $347,525 $447,766 ST Investments 139,950 28,369 41,033 34,036 Net Debt $4,256,139 $3,662,581 $3,349,148 $3,104,643

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