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Section 1: 8-K (FORM -8K)

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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): July 28, 2020

 

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:

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which
registered
Common shares   NBR   NYSE
Preferred shares – Series A   NBR.PRA   NYSE

 

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 ¨

 

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. ¨

 

 

 

 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On July 28, 2020, Nabors Industries Ltd. (“Nabors”) issued a press release announcing its results of operations for the three months ended June 30, 2020. A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

On July 29, 2020, Nabors will hold a conference call at 1:00 p.m. Central Time, regarding the Company’s financial results for the quarter ended June 30, 2020. 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 Securities Exchange Act, of 1934 or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press Release
99.2 Investor Information
104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

 

 

 

 

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: July 28, 2020 By: /s/Mark D. Andrews
    Mark D. Andrews
    Corporate Secretary

 

 

 

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

   

 

Nabors Announces Preliminary Second Quarter 2020 Results

 

HAMILTON, Bermuda, July 28, 2020 /PRNewswire/ -- Nabors Industries Ltd. (“Nabors” or the “Company”) (NYSE: NBR) today reported second quarter 2020 operating revenues of $534 million compared to operating revenues of $718 million in the first quarter of 2020. The net loss from continuing operations attributable to Nabors common shareholders for the quarter is expected to be $152 million, or $22.13 per share, compared to a loss of $395 million, or $56.72 per share in the prior quarter. After-tax charges in the second quarter are expected to be $54 million, or $7.68 per share, primarily related to asset impairments and severance costs. After-tax charges in the first quarter totaled $260 million, or $36.86 per share.

 

For the second quarter, adjusted EBITDA was $154 million compared to $188 million in the prior quarter. In the U.S., a 50% decline in Lower 48 rig count for the industry drove a 36% reduction in Nabors’ drilling rigs, as well as a sharp decline in Nabors Drilling Solutions. International activity, especially in Latin America, was impacted by COVID-related disruptions, which resulted in significantly lower dayrates for our temporarily idled rigs. In addition, several contracts were not renewed or were terminated before their expiration. The Rig Technologies segment recorded its highest quarterly adjusted EBITDA level in five years, due to stronger sales in international markets and stringent expense control. Total overhead was reduced by $30 million, a 25% sequential decrease. Second-quarter results also benefitted from one-time net gains to adjusted EBITDA of approximately $8 million, primarily revenue from early terminations on drilling contracts for the International segment.

 

Anthony G. Petrello, Nabors Chairman, CEO and President, commented, “As we adjusted to the steep activity decline, Nabors delivered strong results in the second quarter, driven by increased market share and strong margins in the Lower 48, resilience in our International business and improved results in our Rig Technologies segment. In addition, we slashed our overhead expenses and capital spending, while making notable progress on our priorities to generate free cash flow and reduce net debt. At the same time, our global team remains focused on minimizing the impact of the pandemic on our employees and on our operations.

 

“The second quarter operating performance reflected significant activity declines in North America, as operators completed the bulk of their plans to reduce drilling. In the U.S. Lower 48, we lowered our costs swiftly in response to customer actions. Our daily rig margins remained at high levels despite some weakening in our average dayrates for the fleet.

 

“In our International Drilling segment, rig count declined by 4.3 rigs, a 5% reduction. In addition to the situation in Venezuela, where our main customer exited the market, various customers responded to the global drop in demand by adjusting their drilling plans. As well, strict COVID lockdowns in Latin America resulted in reduced dayrates during the lockdown periods. Nonetheless, adjusted EBITDA held up well, as we benefitted from significant early termination revenue.

 

 

 

 

   

 

“Although activity in the Lower 48 seems close to a bottom, the full impact of pricing reductions on average fleet margins still lies ahead. In addition, as is usually the case, activity trends in most international markets lag the U.S. We expect international rig count and pricing to continue falling over the remainder of the year, though not as steeply as the industry has experienced in the Lower 48.

 

“In this environment, we will remain focused on cost and capital discipline. We will ensure our direct and overhead costs, as well as our capital expenditures, are as aligned as much as possible to our activity levels.”

 

Consolidated and Segment Results

 

The U.S. Drilling segment reported $77.7 million in adjusted EBITDA for the second quarter of 2020, a $24.1 million, or 24%, reduction from the prior quarter, primarily due to the decline in activity in the Lower 48 market. During the quarter, Nabors’ Lower 48 rig count decreased by 31.8 rigs or 36%. Average daily margins in the Lower 48 widened to $10,449 as favorable cost performance offset the erosion to average fleet dayrates. The U.S. segment’s rig count currently stands at 55, with 49 rigs in the Lower 48. Based on the Company’s current outlook, the third quarter average Lower 48 rig count should fall by two to three rigs from the second quarter exit rate of 49, while drilling margins should fall to between $9,000 and $9,500, reflecting more normal costs and the continued impact of lower pricing.

 

International Drilling adjusted EBITDA increased sequentially by $2.0 million, to $93.5 million. Activity declines across several markets and disruptions related to the COVID-19 virus impacted results. The second quarter included one-time net gains totaling approximately $8 million, primarily early termination revenue. The quarterly average rig count, at 82, declined by 5% from the prior quarter. Average margin per day increased to $14,091, including a net benefit of approximately $1,070 from the unusual items. The international rig count currently stands at 74. The Company’s outlook includes a further reduction in average rig count in the third quarter, and a decline in adjusted EBITDA.

 

Canada Drilling reported an adjusted EBITDA loss of $0.6 million, as rig activity in that market reached its seasonal low point. Average daily gross margin and the average working rig count decreased significantly during the quarter. The second quarter rig count was two rigs, down from 17 in the prior quarter. The usual seasonal downturn was exacerbated by the current market environment. For the third quarter of 2020, the Company expects an improvement in this segment’s adjusted EBITDA as seasonal activity picks up. The Company anticipates rig count to improve by four rigs in the third quarter.

 

In Drilling Solutions, adjusted EBITDA of $9.4 million declined sharply compared to the first quarter, due to reduced activity across service lines and heightened price competition. The industry rig count, which dropped significantly more than the Nabors rig count, hurt this segment’s U.S. revenue as compared to the reduction in the Company’s U.S. drilling rig activity.

 

In the Rig Technologies segment, second quarter adjusted EBITDA was $3.2 million, reversing the prior quarter adjusted EBITDA loss of $3.2 million. Higher international sales and strict cost control contributed to the improved results.

 

 

 

 

   

 

Cost Reductions and Capital Discipline

 

The second quarter results reflect several actions taken by the Company to improve its fixed cost structure. Primarily, these measures include a streamlined corporate organization, reduced compensation, and a field-support infrastructure optimized for the lower level of activity. Combined, the Company estimates that these actions should generate savings of $96 million beginning in the second quarter through the end of 2020. This reduction represents an additional $11 million in savings as compared to the amount communicated at the end of the first quarter.

 

Capital expenditures were $49 million in the second quarter, and totaled $109 million for the first half of 2020. As previously disclosed, the Company expects capital expenditures of approximately $240 million for the full year.

 

Free cash flow, defined as net cash provided by operating activities less net cash used by investing activities, as presented in our cash flow statement, reached $101 million in the second quarter. Total debt declined by $112 million and net debt, defined for financial reporting purposes as total debt less cash, cash equivalents and short-term investments, declined to $2.78 billion, a $117 million reduction. The improvement in free cash flow as compared to the first quarter was driven by the absence of semiannual interest payments on senior notes during the second quarter and lower capital expenditures. Working capital provided a headwind to the Company’s cash flow. In Latin America, collections were affected by the COVID lockdowns and by negotiations on the dayrates for the lockdown periods. Collections globally were well below Nabors’ expectations.

 

William Restrepo, Nabors CFO, stated, “Nabors’ adjusted EBITDA and cash generation, despite the adverse environment, demonstrated the Company’s resilience. Looking ahead, we expect further deterioration in the domestic and international markets. As such, we have increased our efforts to continue delivering our goals. We remain committed to meaningfully reduce our net debt in 2020.

 

“Our overhead costs were cut significantly below the first-quarter levels, exceeding our initial targets. G&A, R&E and field support expenses totaled $89.1 million in the second quarter as compared to $118.9 million in the prior quarter, a 25% reduction. We expect those costs to fall just below $80 million in the third quarter and remain at those levels in the fourth, a 33% reduction as compared to the first quarter. The full year 2020 should be $145 million dollars below the prior year, a 28% year-on-year reduction.

 

During the second quarter, we purchased approximately $187 million of our shorter-term notes in the open market at a discount to par. The remaining balances of our 2020 and 2021 senior notes now stand at $139 million and $154 million, respectively. At June 30, our balances of cash and cash equivalents plus our undrawn credit facility totaled nearly $925 million.”

 

Mr. Petrello concluded, “Our commitment to generate free cash flow and reduce net debt this year is unwavering. We continue to evaluate all aspects of the Company with the goal of streamlining our operating processes.

 

 

 

 

   

 

“We will continue to drive technology and performance in the drilling sector. We firmly believe that the future of our industry and the Company’s success will be determined by our ability to continue automating the drilling process and integrating the relevant services onto our leading-edge rig platform. At the same time, we are positioning the Company to capitalize on several far-reaching transformations which are currently underway in our industry. The recent launch of our RigCloud® digital platform, for streaming analytics and improving rig and operational performance, is a key element of our digitalization strategy. These initiatives will allow us to further improve performance, enhance placement and quality of the wellbore, reduce well cost and enable remote operations with fewer people at risk on the well site.

 

“We spent the last several years focusing our value proposition on the group of operators we thought most capable of sustaining scale in their markets. These operators demand industry-leading rig capabilities, performance, and advanced technology. Our track record across these dynamics has established Nabors as the leading provider of drilling services to these customers. This strong position will serve us well as we emerge from this downturn.

 

“I would again like to thank our employees for their hard work in this trying environment. I remain confident that their commitment and perseverance will be rewarded in the recovery.”

 

About Nabors

 

Nabors (NYSE: NBR) owns and operates one of the world's largest land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Leveraging advanced drilling automation capabilities, Nabors highly skilled workforce continues to set new standards for operational excellence and transform the 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. The results included in this press release are preliminary and unaudited and are subject to change and finalization based on the completion of the Company's normal quarter-end procedures, particularly as it relates to impairments and valuations or reserves around the carrying value of various assets on our balance sheet.  As a result, these preliminary results may be materially different than the actual results reflected on the Company's Form 10-Q, when it is filed.  We do not expect there to be any differences in revenues, adjusted EBITDA, adjusted operating income (loss), free cash flow or net debt, or any of the rig activity or daily rig financial information, but there could be material differences to net loss from continuing operations attributable to Nabors common shareholders and earning per share.

 

The preliminary results and 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 may present 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, cash equivalents and short-term investments. Free cash flow represents net cash provided by operating activities less cash used for investing activities. Free cash flow is an indicator of our ability to generate cash flow after required spending to maintain or expand our asset base. Management believes that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies. 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), net debt, and free cash flow, 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.  Reconciliations of consolidated adjusted EBITDA and adjusted operating income (loss) to income (loss) from continuing operations before income taxes, net debt to total debt, and free cash flow to cash flow provided by operations, which are their nearest comparable GAAP financial measures, are included in the tables at the end of this press release. 

 

Media Contact:  William C. Conroy, Vice President of Corporate Development & Investor Relations, +1 281-775-2423, or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954.   To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com

 

 

 

 

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   March 31,   June 30, 
(In thousands, except per share amounts)  2020   2019   2020   2020   2019 
Revenues and other income:                         
Operating revenues  $533,931   $771,406   $718,364   $1,252,295   $1,571,046 
Earnings (losses) from unconsolidated affiliates   -    -    -    -    (5)
Investment income (loss)   2,036    469    (3,198)   (1,162)   10,146 
Total revenues and other income   535,967    771,875    715,166    1,251,133    1,581,187 
                          
Costs and other deductions:                         
Direct costs   326,557    496,664    461,840    788,397    1,017,621 
General and administrative expenses   46,244    64,415    57,384    103,628    132,582 
Research and engineering   7,305    11,920    11,409    18,714    25,440 
Depreciation and amortization   211,120    218,319    227,063    438,183    428,710 
Interest expense   51,206    51,491    54,722    105,928    103,843 
Impairments and other charges   57,852    102,570    276,434    334,286    99,903 
Other, net   (30,795)   7,899    (17,110)   (47,905)   28,068 
Total costs and other deductions   669,489    953,278    1,071,742    1,741,231    1,836,167 
                          
Income (loss) from continuing operations before income taxes   (133,522)   (181,403)   (356,576)   (490,098)   (254,980)
Income tax expense (benefit)   4,446    11,398    17,693    22,139    41,197 
                          
Income (loss) from continuing operations, net of tax   (137,968)   (192,801)   (374,269)   (512,237)   (296,177)
Income (loss) from discontinued operations, net of tax   23    (34)   (93)   (70)   (191)
                          
Net income (loss)   (137,945)   (192,835)   (374,362)   (512,307)   (296,368)
Less: Net (income) loss attributable to noncontrolling interest   (10,167)   (10,729)   (17,465)   (27,632)   (24,905)
Net income (loss) attributable to Nabors  $(148,112)  $(203,564)  $(391,827)  $(539,939)  $(321,273)
Less: Preferred stock dividend  $(3,653)  $(4,312)  $(3,652)  $(7,305)  $(8,625)
Net income (loss) attributable to Nabors common shareholders  $(151,765)  $(207,876)  $(395,479)  $(547,244)  $(329,898)
                          
Amounts attributable to Nabors common shareholders:                         
Net income (loss) from continuing operations  $(151,788)  $(207,842)  $(395,386)  $(547,174)  $(329,707)
Net income (loss) from discontinued operations   23    (34)   (93)   (70)   (191)
Net income (loss) attributable to Nabors common shareholders  $(151,765)  $(207,876)  $(395,479)  $(547,244)  $(329,898)
                          
Earnings (losses) per share:                         
Basic from continuing operations  $(22.13)  $(30.31)  $(56.72)  $(78.85)  $(48.43)
Basic from discontinued operations   -    -    (0.01)   (0.01)   (0.03)
Total Basic  $(22.13)  $(30.31)  $(56.73)  $(78.86)  $(48.46)
                          
Diluted from continuing operations  $(22.13)  $(30.31)  $(56.72)  $(78.85)  $(48.43)
Diluted from discontinued operations   -    -    (0.01)   (0.01)   (0.03)
Total Diluted  $(22.13)  $(30.31)  $(56.73)  $(78.86)  $(48.46)
                          
                          
Weighted-average number of common shares outstanding:                         
Basic   7,052    7,031    7,051    7,052    7,023 
Diluted   7,052    7,031    7,051    7,052    7,023 
                          
                          
Adjusted EBITDA  $153,825   $198,407   $187,731   $341,556   $395,403 
                          
Adjusted operating income (loss)  $(57,295)  $(19,912)  $(39,332)  $(96,627)  $(33,307)

 

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS

 

   June 30,   March 31,   December 31, 
(In thousands)  2020   2020   2019 
   (Unaudited)     
ASSETS               
Current assets:               
Cash and short-term investments  $494,278   $489,658   $452,496 
Accounts receivable, net   349,005    454,718    453,042 
Assets held for sale   562    1,936    2,530 
Other current assets   309,077    324,524    340,598 
Total current assets   1,152,922    1,270,836    1,248,666 
Property, plant and equipment, net   4,395,725    4,597,308    4,930,549 
Goodwill   -    -    28,380 
Other long-term assets   433,768    440,404    553,063 
Total assets  $5,982,415   $6,308,548   $6,760,658 
                
LIABILITIES AND EQUITY               
Current liabilities:               
Current portion of debt  $-   $-   $- 
Other current liabilities   523,690    584,870    656,548 
Total current liabilities   523,690    584,870    656,548 
Long-term debt   3,276,103    3,388,014    3,333,220 
Other long-term liabilities   241,005    264,742    295,333 
Total liabilities   4,040,798    4,237,626    4,285,101 
                
Redeemable noncontrolling interest in subsidiary   434,131    429,824    425,392 
                
Equity:               
Shareholders' equity   1,413,147    1,555,921    1,982,811 
Noncontrolling interest   94,339    85,177    67,354 
Total equity   1,507,486    1,641,098    2,050,165 
Total liabilities and equity  $5,982,415   $6,308,548   $6,760,658 

 

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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   Six Months Ended 
   June 30,   March 31,   June 30, 
(In thousands, except rig activity)  2020   2019   2020   2020   2019 
Operating revenues:                         
U.S. Drilling  $173,784   $323,402   $274,901   $448,685   $643,611 
Canada Drilling   3,564    11,389    25,591    29,155    36,704 
International Drilling   301,078    326,905    337,110    638,188    664,161 
Drilling Solutions   33,129    64,583    55,384    88,513    130,005 
Rig Technologies (1)   33,582    72,751    42,150    75,732    144,504 
Other reconciling items (2)   (11,206)   (27,624)   (16,772)   (27,978)   (47,939)
Total operating revenues  $533,931   $771,406   $718,364   $1,252,295   $1,571,046 
                          
Adjusted EBITDA: (3)                         
U.S. Drilling  $77,659   $124,924   $101,809   $179,468   $249,929 
Canada Drilling   (564)   1,069    7,931    7,367    8,515 
International Drilling   93,510    86,767    91,509    185,019    172,611 
Drilling Solutions   9,411    22,461    19,439    28,850    43,507 
Rig Technologies (1)   3,176    3,160    (3,178)   (2)   864 
Other reconciling items (4)   (29,367)   (39,974)   (29,779)   (59,146)   (80,023)
Total adjusted EBITDA  $153,825   $198,407   $187,731   $341,556   $395,403 
                          
Adjusted operating income (loss): (5)                         
U.S. Drilling  $(23,395)  $20,392   $(7,404)  $(30,799)  $45,075 
Canada Drilling   (5,795)   (5,537)   37    (5,758)   (5,596)
International Drilling   276    (6,884)   (4,147)   (3,871)   (12,521)
Drilling Solutions   1,733    13,793    10,549    12,282    26,648 
Rig Technologies (1)   (1,492)   496    (8,151)   (9,643)   (4,652)
Other reconciling items (4)   (28,622)   (42,172)   (30,216)   (58,838)   (82,261)
Total adjusted operating income (loss)  $(57,295)  $(19,912)  $(39,332)  $(96,627)  $(33,307)
                          
Rig activity:                         
Average Rigs Working: (6)                         
Lower 48   57.2    114.6    89.0    73.1    113.0 
Other US   6.6    7.6    7.4    7.0    8.5 
U.S. Drilling   63.8    122.2    96.4    80.1    121.5 
Canada Drilling   2.2    7.4    16.8    9.5    11.8 
International Drilling   82.4    88.6    86.7    84.6    89.1 
Total average rigs working   148.4    218.2    199.9    174.2    222.4 
                          
Daily Rig Revenue:                         
Lower 48   24,744    25,783    27,199    26,238    25,794 
Other US   74,825    78,922    80,996    78,089    75,588 
U.S. Drilling (8)   29,927    29,091    31,339    30,776    29,267 
Canada Drilling   18,105    17,024    16,767    16,920    17,184 
International Drilling   40,129    40,529    42,717    41,456    41,160 
                          
Daily Rig Margin: (7)                         
Lower 48   10,449    10,222    9,891    10,110    10,197 
Other US   46,032    39,760    43,756    44,828    38,965 
U.S. Drilling (8)   14,132    12,061    12,497    13,148    12,204 
Canada Drilling   899    3,764    5,694    5,146    5,338 
International Drilling   14,091    12,610    13,471    13,773    12,616 

 

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

 

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(2) Represents the elimination of inter-segment transactions related to our Rig Technologies operating segment.
   
(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.
   
(7) Daily rig margin represents operating revenue less operating expenses, divided by the total number of revenue days during the quarter.
   
(8) The U.S. Drilling segment includes the Lower 48, Alaska, and Gulf of Mexico operating areas.

 

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO 

PRELIMINARY INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   March 31,   June 30, 
(In thousands)  2020   2019   2020   2020   2019 
Adjusted EBITDA  $153,825   $198,407   $187,731   $341,556   $395,403 
Depreciation and amortization   (211,120)   (218,319)   (227,063)   (438,183)   (428,710)
Adjusted operating income (loss)   (57,295)   (19,912)   (39,332)   (96,627)   (33,307)
                          
Earnings (losses) from unconsolidated affiliates   -    -    -    -    (5)
Investment income (loss)   2,036    469    (3,198)   (1,162)   10,146 
Interest expense   (51,206)   (51,491)   (54,722)   (105,928)   (103,843)
Impairments and other charges   (57,852)   (102,570)   (276,434)   (334,286)   (99,903)
Other, net   30,795    (7,899)   17,110    47,905    (28,068)
Preliminary income (loss) from continuing operations before income taxes  $(133,522)  $(181,403)  $(356,576)  $(490,098)  $(254,980)

 

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES 

RECONCILIATION OF NET DEBT TO TOTAL DEBT

 

   June 30,   March 31,   December 31, 
(In thousands)  2020   2020   2019 
   (Unaudited)     
Current portion of debt  $-   $-   $- 
Long-term debt   3,276,103    3,388,014    3,333,220 
Total Debt   3,276,103    3,388,014    3,333,220 
Less: Cash and short-term investments   494,278    489,658    452,496 
Net Debt  $2,781,825   $2,898,356   $2,880,724 

 

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

RECONCILIATION OF FREE CASH FLOW TO

NET CASH PROVIDED BY OPERATING ACTIVITIES

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   March 31,   June 30, 
(In thousands)  2020   2020   2020 
Net cash provided by operating activities  $142,610   $59,162   $201,772 
Less: Net cash used for investing activities   (41,376)   (50,773)   (92,149)
Free cash flow  $101,234   $8,389   $109,623 

 

Free cash flow represents net cash provided by operating activities less cash used for investing activities. Free cash flow is an indicator of our ability to generate cash flow after required spending to maintain or expand our asset base. Management believes that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies. 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 the consolidated Company based on several criteria, including free cash flow, because it believes that these financial measures accurately reflect the Company's ongoing profitability and performance.

 

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Section 3: EX-99.2 (EXHIBIT 99.2)

 

Exhibit 99.2

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_01.jpg NABORS INDUSTRIES 2Q 2020 Earnings Presentation WTueesddayn, eJuslyd28a, y20,20July 29th 2020

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_02.jpg  Forward Looking Statements We often discuss expectations regarding our future markets, demand for our products and services, and Our businesses depend, to a large degree, on the level of spending by oil and gas companies for exploration, our performance in our annual, quarterly, and current reports, press releases, and other written and oral development and production activities. Therefore, sustained lower oil or natural gas prices that have a statements. Such statements, including statements in this document that relate to matters that are not material impact on exploration, development or production activities could also materially affect our financial historical facts, are “forward-looking statements” within the meaning of the safe harbor provisions of position, results of operations and cash flows. 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, The outbreak of COVID-19, along with decisions by large oil and natural gas producing countries, has led to financial and economic data and our operating plans. They are inherently uncertain, and investors should decreases in commodity prices, specifically oil and natural gas prices, resulting from oversupply and demand recognize that events and actual results could turn out to be significantly different from our expectations.weakness. These price decreases caused significant disruptions and volatility in the global marketplace during the first quarter of 2020, leading to a decrease in the demand for our products and services. Lower prices and Factors to consider when evaluating these forward-looking statements include, but are not limited to: the resulting weakness in demand for our services, which have negatively affected our results of operations •The Covid-19 pandemic and its impact on oil and gas markets and prices;and cash flows, have persisted into the second quarter, and there remains continuing uncertainty regarding •fluctuations and volatility in worldwide prices of and demand for oil and natural gas;the length and impact of COVID-19 on the energy industry and the outlook for our business. •fluctuations in levels of oil and natural gas exploration and development activities; •fluctuations in the demand for our services;The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what •competitive and technological changes and other developments in the oil and gas and oilfield services industries;we believe are important factors to consider. For a discussion of these factors and other risks and •our ability to renew customer contracts in order to maintain competitiveness;uncertainties, please refer to our filings with the Securities and Exchange Commission ("SEC"), including •the existence of operating risks inherent in the oil and gas and oilfield services industries;those contained in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are •the possibility of the loss of one or a number of our large customers;available at the SEC's website at www.sec.gov. •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 further downgrade in our credit rating, covenantNon-GAAP Financial Measures restrictions, availability under our unsecured revolving credit facility, and future issuances of debt or equity securities;This presentation refers to certain “non-GAAP” financial measures, such as adjusted EBITDA, adjusted •our dependence on our operating subsidiaries and investments to meet our financial obligations;operating income (loss), net debt and free cash flow. The components of these non-GAAP measures are •our ability to retain skilled employees;computed by using amounts that are determined in accordance with accounting principles generally accepted •our ability to complete, and realize the expected benefits, of strategic transactions;in the United States of America (“GAAP”).A reconciliation of adjusted EBITDA and adjusted operating •changes in tax laws and the possibility of changes in other laws and regulation;income (loss) to income (loss) from continuing operations before income taxes, net debt to total debt, and free •the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countriescash flow to net cash provided by operating activities, which are their nearest comparable GAAP financial in which we do business;measures, is provided in the Appendix at the end of this presentation. •the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes or sanctions; and •general economic conditions, including the capital and credit markets. 2

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_03.jpg Recent Company Highlights Proactive multifaceted response globally safeguarding employee health, business continuity and financial sustainability Liquidity (cash and cash equivalents plus undrawn credit facility) totaled nearly $925 million Repurchased ~$187 million of debt in the open market Cost reductions and capital discipline resulting in estimated incremental savings of ~$220 million in 2Q-4Q 2020 3

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_04.jpg 2Q Rig Utilization and Availability Rigs Working Utilization (1) As of June 30, 2020 Note: Subtotals may not foot due to rounding 4 U.S. Lower 48 High Spec Legacy Rig Fleet (1) 2Q20 Average Average 110 79 57 52% 0 0% U.S. Lower 48 U.S. Offshore Alaska Canada International 189 12 16 35 149 57 30% 4 33% 3 16% 2 6% 82 55% Total Fleet 401 148 37%

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_05.jpg Successfully Improving Customer Mix % of Lower 48 Drilling Revenue Market Peak - 2014 2Q 2020 3% 11% 5 Tier 1Tier 2Tier 3 Growing position with the top customers in the Lower 48

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_06.jpg Continuing to Build Market Share with the Supermajors thinking mentality, low NPT and performance-Attentive corporate and field “New technology, consistently support services. They’ve also made tough excellent service” front-line leadership positions.” 6 “ I gave Nabors a 9 for their quality, forward-“ Best in-basin rig performance. minded personnel.”personnel.” “ Nabors has invested heavily in their fleet and decisions to ensure the right talent is in theirevolving. Quality performance and Supermajor Supermajor Major Independent Major Independent The leader in the Supermajors market segment, Nabors gained 24% compared to market peak in 2014 20142Q 2020 2% 54 Active AC 1500 Rigs with44 Active AC 1500 Rigs with SupermajorsSupermajorsSource: Enverus NBR HP PTEN ESI PDS Other

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_07.jpg Focus on Mission Zero --Driving Safety Performance 7 Lower 48 solidly outperforming the industry-average reported TRIR IADC 1.50 0.93 NBR

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_08.jpg Powering Rigs with Alternative/Dual Fuel 8 Highline power Natural gas Nabors has long history of deploying rigs powered by alternative power sources • Deployed first unit in 1985 on North Slope •Highline-capable •Gas-capable w/turbine • Lower 48 •40 dual-fuel-capable rigs

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_09.jpg Evolving the Brand Smart Technology Portfolio Why Smart? Nabors SmartRigs® represent our most capable, multi-well pad drilling rigs that leverage our proprietary rig control system. Current Names New Names Rigtelligent®, Rigtelligence™ SmartROS™ WellProg™ SmartPLAN™ As part of the Nabors SmartRig® brand evolution and to distinguish the quality and capability of Nabors drilling rig fleet, we have synchronized the names of several existing products to our Smart Technology portfolio including rebranding Rigtelligent®, the current rig operating software that hosts all automation applications. SmartSLIDE™ ROCKit® Pilot Navigator™ SmartNAV™ DrillSmart®, ROP Cruise Control™ SmartCRUISE™ SmartFILL™ Tubular fill-up while running casing SmartDOC™ Digital Operations Center SmartDECODE™ Integrated downlinking to downhole tools SmartTRIP™ Automated tripping SmartCONNECT™ Drilling and casing connection automation SmartDRILL™ Process Automation Smart Family Expansion Smart Technology Portfolio

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_10.jpg NDS LOWER 48 ACTIVITY Lower 48 NBR Rigs – SmartApps Penetration Rates Growing SmartApps in a difficult market SmartNAV™/SmartSLIDE™ 39% Market acceptance of Nabors apps increasing based on: ▪ Technology that resonates with customers ▪ Optimal mix of scalability and customization functionalities Delivers customers’ agenda to de-man & automate 11% ▪ ▪ Line of sight to add additional automation technologies on existing Nabors rigs before YE Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 SmartDRILL™ 30% 21% 17%17%18% 4%5% 1%

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_11.jpg RigCLOUD® Platform workflow Ecosystem of real-time collaborative apps for well delivery Real-time visibility and analytics to drive performance 2 3 Data is delivered from edge devices (data source) to the cloud DRILLINGMANAGERDATA ENGINEER ANALYST RigCLOUD ® Edge Remote Visualization Digital Operations Center Cybersecurity Partner Apps RigCLOUD ® LiveOps RigCLOUD ® Metrics SmartPLAN™ SmartNAV™ MWD Suite™ Field crew executes drilling plan using the suite of RigCLOUD ® applications Remote team in Digital Operations Center manages instructions 1 4 FIELD CREW REMOTE OPERATOR 11

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_12.jpg Smart Technology Products equipment on the drilling rig, including pumps, drawworks, top drive, wrench, catwalk, hoists, rig sequences execute engineered practices that run on our industry leading robotics platform. The on past, ongoing, and future planned rig operations to local and remote personnel. effective slide drilling. consistent decision-making, operational transparency, and improved directional control. drilling. Name Description SmartROS™ SmartROS™ is a rig operating system for machine and process automation apps to control all mobility, and other systems. SmartROS™ includes a sequencing engine capable of automating exeuction of high-level rig activities which can be integrated with the SmartPLAN™ digital rig activity orchestration system for end-to-end automation. SmartDRILL™ Process automation delivers consistent, repeatable rig operations performance. The automated engineered sequences are fully configurable and created in collaboration with all stakeholders. All typical procedures to SmartDrill™ including on & off bottom practices are continuously refined to minimize damage to downhole tools, and ease the driller’s workflow SmartPLAN™ Interactive rig activity planning, scheduling and coordination system. Provides visibility and guidance SmartSLIDE™ Advanced directional steering control system automates slide drilling to deliver consistent and SmartNAV™ Collaborative directional guidance platform delivers automated steering instructions to drive SmartCRUISE™ Adaptive autodriller delivers precise setpoint control to achieve smooth, efficient rotary and slide

 

 

 

New Microsoft Word Document_2q2020 earnings presentation v8_page_13.jpg Debt Maturity Profile as of June 30, 2020 $2,000 $1,500 $1,000 $500 $0 2020 2021 2022 2023 2024 2025 2026 2027 2028 (1) Annual figures shown in millions at maturity value. (2) Debt balances reflect carrying values as of June 30, 2020. 13 Bonds, Notes &Revolving Credit Other (1)(2)Facilities (1) 560 775 600 484 400 193 139 154 Debt @ 06/30/2020 Total Debt:$3.28Bn(2) Cash & Cash Equivalents$0.48Bn Total Debt less Cash & Cash Equiv.$2.79Bn(2) Undrawn Revolver Capacity$0.45Bn As of June 30, 2020 outstanding balances maturing in 2020 & 2021 are $139 million & $154 million, respectively

 

 

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