false
0001163739
0001163739
2024-10-22
2024-10-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 22, 2024
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:
| x | 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)) |
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which
registered |
| Common shares |
|
NBR |
|
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 2.02 Results of Operations and Financial
Condition.
On October 22, 2024, Nabors
Industries Ltd. (“Nabors”) issued a press release announcing its results of operations for the three months ended September
30, 2024. A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On October 23, 2024, Nabors
will hold a conference call at 11:00 a.m. Central Time, regarding the Company’s financial results for the quarter ended September
30, 2024. 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 Exhibits 99.1 and 99.2, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Cautionary Statement Regarding Forward-Looking Statements
This
communication includes forward-looking statements within the meaning of the Securities Act and the Securities Exchange
Act of 1934. Words such as “expects,” “believes,”
“may,” “should,” “will,” “intends,” “projects,” “plans,” “estimates,”
“targets,” “anticipates,” and other similar words or expressions, or the negative thereof, generally can be used
to help identify these forward-looking statements. 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 SEC. Risks and uncertainties related to the proposed transaction include,
but are not limited to: the failure of Nabors’ shareholders or Parker’s shareholders to approve the proposed transaction;
the risk that the conditions to the closing of the proposed transaction are not satisfied; the risk that regulatory approvals required
for the proposed transaction are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions
or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainties as to the
timing of the proposed transaction; competitive responses to the proposed transaction; costs and difficulties related to the integration
of Parker’s businesses and operations with Nabors’ business and operations; the inability to obtain, or delays in obtaining,
cost savings and synergies from the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction;
litigation relating to the proposed transaction; the inability to attract, retain or motivate key personnel; changes in the market value
of Nabors common shares as a result of the announcement of the proposed transaction; any changes in general economic and/or industry specific
conditions; and other risks and uncertainties described in the Nabors’ periodic reports on Forms 10-K and 10-Q that Nabors files
with the SEC. 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 Form 8-K reflect management’s estimates and beliefs
as of the date of this Form 8-K. Nabors does not undertake to update these forward-looking statements except as may be required by law.
No Offer or Solicitation
This communication is
not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Important Additional Information and Where to Find It
In connection with the proposed transaction Nabors
will file with the SEC a Registration Statement on Form S-4 to register the shares of Nabors capital stock to be issued in connection
with the proposed transaction. The Registration Statement will include a joint proxy statement/prospectus of Nabors and Parker. The definitive
joint proxy statement/prospectus will be sent to the shareholders of each of Nabors and Parker seeking their approval of the proposed
transaction and other related matters.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ
THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4
AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARKER, NABORS AND
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available) and other documents
filed with the SEC by Nabors or Parker free of charge at the SEC’s website, www.sec.gov, or from Nabors at its website, www.nabors.com,
or from Parker at its website, www.parkerwellbore.com.
Participants in the Solicitation
Nabors
and certain of its directors, executive officers and other employees, and Parker and certain of its directors, executive officers and
other employees may be deemed to be participants in the solicitation of proxies for security holder approvals to be obtained for the proposed
transaction. A description of participants’ direct or indirect
interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus relating to the proposed transaction
when it is filed with the SEC. Information regarding Nabors’ directors and executive officers is available in its proxy
statement filed with the SEC on April 25, 2024 in connection with its 2024 annual meeting of shareholders (the “Annual Meeting
Proxy Statement”) under “Proposal 1-Election of Directors- Director Nominees,” “Proposal 1-Election of Directors-Other
Executive Officers,” “Compensation Discussion and Analysis” and “Share Ownership of Directors and Executive Officers.”
To the extent holdings of securities by potential Nabors participants (or the identity of such participants) have changed since the information
printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on Nabors’ Statements of Change in
Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above. Information
regarding Parker’s directors and executive officers is available on Parker’s website as indicated above.
SIGNATURES
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: October 22, 2024 |
By: |
/s/ Mark D. Andrews |
| |
|
Name: Mark D. Andrews |
| |
|
Title: Corporate Secretary |
Exhibit
99.1
 |
NEWS RELEASE |
Nabors Announces
Third Quarter 2024 Results
HAMILTON, Bermuda,
October 22, 2024 /PRNewswire/ - Nabors
Industries Ltd. (“Nabors” or the “Company”) (NYSE: NBR) today reported third quarter 2024 operating revenues
of $732 million, compared to operating revenues of $735 million in the second quarter. The net loss attributable to Nabors shareholders
for the quarter was $56 million, compared to a net loss of $32 million in the second quarter. This equates to a loss of $6.86 per diluted
share, compared to a loss per diluted share of $4.29 in the second quarter. The third quarter included net charges totaling approximately
$25 million, primarily reflecting the redemption premium on the 2026 notes and market adjustments on investments. Third quarter adjusted
EBITDA was $222 million, compared to $218 million in the previous quarter.
Highlights
| o | Last
week, Nabors announced the signing of an agreement to acquire Parker Wellbore. Parker’s
lines of business include the leading franchise in U.S. tubular rentals – Quail Tools
– as well as international tubular rentals, well construction services (including casing
running), and drilling rigs. Parker expects to generate EBITDA of $180 million this year.
Nabors has identified synergies potential at an annualized run-rate of $35 million within
12 months of closing. Nabors will acquire all of Parker’s issued and outstanding common
stock in exchange for 4.8 million shares of Nabors common stock, subject to a share price
collar. Nabors will also assume approximately $100 million in net debt. |
| o | Nabors
Lower 48 rigs once again set notable performance milestones. A major operator in the Delaware
Basin drilled three wells each with four-mile laterals, utilizing a Nabors PACE®-X
rig equipped with a Canrig® Sigma topdrive. Sigma’s rated torque is
the industry’s highest and is ideal for the larger-diameter drill pipe run on these
wells. The rig also employed an NDS technology package. |
| o | A large operator in the Eagle Ford drilled its longest
well in the basin, incorporating a lateral length of more than four miles. The lateral was drilled in a single run without the use of
rotary steerable systems. The rig was a Nabors PACE®-M1000, utilizing larger-diameter drill pipe. |
| o | A
large operator in the Bakken completed a four-mile lateral in a single run in under 12 days,
utilizing a Nabors PACE®-X rig. This well is the operator’s first four-mile
lateral, and the operator believes it is the quickest in the Bakken. The rig was equipped
with a comprehensive package of NDS Smart technology. |
Anthony G. Petrello, Nabors Chairman, CEO and President,
commented, “We are excited as we move forward with our announced acquisition of Parker Wellbore. Our companies’ portfolios
are highly complementary. Parker’s recent track record speaks for itself. Quail Tools, already the leader in its space, plays a
key role as operators extend the lengths of their wellbore laterals. The transaction increases our scale, provides incremental growth
and improves our leverage metrics.
| NEWS RELEASE |
“Our
third quarter operating results matched our overall expectations. Higher average daily margins and an improved mix drove growth in our
International Drilling segment. International growth also resulted in better performance for our Drilling Solutions segment.
“Daily margins in our International Drilling segment
exceeded the $17,000 mark in the third quarter. We reached this milestone earlier than we expected. This result demonstrates the earnings
power of our International segment. During the quarter we also started up previously awarded rigs. We have a path to substantial international
growth with 13 rigs scheduled to deploy through early 2026 in the Middle East and Latin America. The opportunity set on top of those planned
start-ups is also substantial.
“In the Lower 48 market, our leading-edge pricing
remained stable, supporting daily rig margins that were essentially in line with our expectations. Our average rig count was just under
the prior quarter. Although we have not yet seen the anticipated increases in gas-directed drilling or a recovery from reductions driven
by E&P consolidation, we look forward to an improvement in Lower 48 drilling activity in 2025.”
Segment
Results
International
Drilling adjusted EBITDA totaled $116.0 million, compared to $106.4 million in the second quarter. Average rig count increased
to 85 from 84, driven by rig additions in Algeria and Saudi Arabia. Daily adjusted gross margin for the third quarter averaged $17,085,
an increase of more than $1,000 compared to the prior quarter.
The
U.S. Drilling segment reported third quarter adjusted EBITDA of $108.7 million, compared to $114.0 million in the second quarter. Nabors’
third quarter Lower 48 average rig count totaled 68, versus 69 in the second quarter. Daily adjusted gross margin in the Lower 48 averaged
$15,051, versus $15,598 in the prior quarter.
Drilling
Solutions adjusted EBITDA increased to $34.3 million, compared to $32.5 million in the second quarter. This growth was driven by higher
revenue in international markets of approximately 8% and higher penetration of performance software on Nabors U.S. rigs.
Rig
Technologies’ adjusted EBITDA was $6.1 million, versus $7.3 million in the second quarter. The decrease was spread across several
business lines in the U.S., mainly capital equipment, spare parts, and energy transition.
Adjusted
Free Cash Flow
Adjusted free cash flow was $18 million in the third
quarter compared to $57 million in the preceding quarter. Capital expenditures totaled $118 million, including $37 million supporting
the newbuilds in Saudi Arabia. This compares to $138 million in the second quarter, including $56 million supporting the newbuilds. The
third quarter included two and a half additional months of interest payments for the notes issued late last year, translating into $11.7
million of interest. The first coupon payment for the notes occurred eight months after the notes were issued. Total interest payments
for the quarter were $82 million, compared to $31 million in the prior quarter.
| NEWS RELEASE |
William Restrepo,
Nabors CFO, stated, “Last week we signed an agreement to acquire Parker Wellbore. The transaction is well aligned with our
long-term strategy. It grows our capex-light NDS business, expands our international footprint, and helps us delever Nabors. Additionally,
Parker is on track to earn meaningful EBITDA this year, totaling $180 million with attractive growth. Finally, Parker comes with low debt
and it generates positive cash flow. This is before targeted annual synergies of $35 million. We are excited about the addition of Parker
to the Nabors platform.
“Nabors’ third quarter
results met our outlook. Daily adjusted gross margin in our International Drilling segment expanded by more than $1,000. We reached the
$17,000 daily margin target a quarter ahead of schedule, driven by exceptional performances in Saudi Arabia and Latin America, which both
increased daily margins, by $1,200 and $1,300 respectively. We have three rigs scheduled to deploy in the fourth quarter, each with attractive
economics. These deployments will be somewhat offset by the 12-month suspension of three lower-margin rigs in the Kingdom.
“Strength in the international
markets also led to sequential growth in our Drilling Solutions business. We experienced an increase in international casing running jobs,
augmented by greater deployment of performance software products, driving the segment’s gross margin above 53%.
“In our Lower 48 drilling
business, pricing discipline and strict expense control maintained our average daily margin above $15,000 and in line with our forecast.
We expect relative stability in the fourth quarter in both margin and rig count. Our rig count forecast is dependent on stable oil prices,
a similar level of churn, and stability in the overall market.
“Our capital spending target for the fourth
quarter is now $230 million, with capital expenditures for SANAD newbuilds forecast at $105 million. The resulting annual capital spending
forecast for 2024 is now $600 million, including $230 million related to the SANAD newbuilds. SANAD’s rig supplier has improved
its performance in reaching manufacturing milestones. We now expect earlier delivery of our rigs going forward. This has accelerated approximately
$40 million of newbuild capital spending into 2024. We are targeting reductions in various markets to offset this increase.
“Given the SANAD newbuild capital expenditures moving forward
to 2024, the recent rig suspensions by Saudi Aramco and the slightly lower U.S. activity in the fourth quarter, we now expect our full
year free cash flow to close the year between $100 and $130 million.”
Outlook
Nabors
expects the following metrics for the fourth quarter of 2024:
U.S.
Drilling
| o | Lower
48 average rig count of approximately 68 rigs |
| o | Lower
48 daily adjusted gross margin of $15,000 |
| NEWS RELEASE |
| o | Alaska
and Gulf of Mexico combined adjusted EBITDA up approximately $1.5 million versus the third
quarter, with an additional rig starting work in Alaska |
International
| o | Average
rig count of approximately 84 rigs |
| o | Daily
adjusted gross margin of approximately $17,000 |
Drilling
Solutions
| o | Adjusted
EBITDA of $36 to $37 million |
Rig
Technologies
| o | Adjusted
EBITDA of $9 to $10 million |
Capital
Expenditures
| o | Capital
expenditures of $230 million, with $105 million for the newbuilds in Saudi Arabia |
| o | Full-year
capital expenditures of approximately $600 million, with $230 million for the SANAD newbuilds |
| o | This
forecast includes accelerated timelines from SANAD’s rig supplier totaling an estimated
$40 million |
Adjusted
Free Cash Flow
| o | Full-year
adjusted free cash flow of $100 to $130 million |
Mr. Petrello concluded, “The results from our
International Drilling segment demonstrate the value we are building in this business. With our pending rig deployments across markets,
our path to future growth is well defined. Our success is driven in large part from our advanced technology. We see the global client
base increasingly embracing the benefits of our solutions.”
| NEWS RELEASE |
About Nabors Industries
Nabors
Industries (NYSE: NBR) is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries,
Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible
energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing,
Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world. Learn more about Nabors and its energy
technology leadership: www.nabors.com.
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, investment income
(loss), 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.
Adjusted free cash
flow represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales of assets. Management
believes that adjusted free cash flow is an important liquidity measure for the company and that it is useful to investors and management
as a measure of the company’s ability to generate cash flow, after reinvesting in the company for future growth, that could be
available for paying down debt or other financing cash flows, such as dividends to shareholders. Management believes that this non-GAAP
measure is useful information to investors when comparing our cash flows with the cash flows of other companies.
| NEWS RELEASE |
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 adjusted free cash flow, because it believes that these financial
measures accurately reflect the Company’s ongoing profitability, performance and liquidity. 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 adjusted free cash flow to net cash provided
by operations, which are their nearest comparable GAAP financial measures, are included in the tables at the end of this press release. We
do not provide a forward-looking reconciliation of our outlook for Segment Adjusted EBITDA, Segment Gross Margin or Adjusted Free Cash
Flow, as the amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at
this time without unreasonable efforts. These special items could be meaningful.
Investor Contacts:
William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com,
or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com. To
request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com
No
Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Important Additional Information and
Where to Find It
In
connection with the proposed transaction with Parker, Nabors will file with the SEC a Registration Statement on Form S-4 to register
the shares of Nabors capital stock to be issued in connection with the proposed transaction. The Registration Statement will include
a joint proxy statement/prospectus of Nabors and Parker. The definitive joint proxy statement/prospectus will be sent to the shareholders
of each of Nabors and Parker seeking their approval of the proposed transaction and other related matters.
| NEWS RELEASE |
WE
URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PARKER, NABORS AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed with the SEC by Nabors or Parker free of charge at the SEC’s website,
www.sec.gov, or from Nabors at its website, www.nabors.com,
or from Parker at its website, www.parkerwellbore.com.
Participants
in the Solicitation
Nabors and certain
of its directors, executive officers and other employees, and Parker and certain of its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies for security holder approvals to be obtained for the proposed transaction.
A description of participants’ direct or indirect interests, by security holdings or otherwise, will be included in the joint proxy
statement/prospectus relating to the proposed transaction when it is filed with the SEC. Information regarding Nabors’ directors
and executive officers is available in its proxy statement filed with the SEC on April 25, 2024 in connection with its 2024 annual meeting
of shareholders (the “Annual Meeting Proxy Statement”) under “Proposal 1—Election of Directors— Director
Nominees,” “Proposal 1—Election of Directors—Other Executive Officers,” “Compensation Discussion
and Analysis” and “Share Ownership of Directors and Executive Officers.” To the extent holdings of securities by potential
Nabors participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement,
such information has been or will be reflected on Nabors’ Statements of Change in Ownership on Forms 3 and 4 filed with the SEC.
You may obtain free copies of these documents using the sources indicated above. Information regarding Parker’s directors and executive
officers is available on Parker’s website as indicated above.
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
| | |
Three
Months Ended | | |
Nine
Months Ended | |
| | |
September
30, | | |
June
30, | | |
September
30, | |
| (In thousands, except
per share amounts) | |
2024 | | |
2023 | | |
2024 | | |
2024 | | |
2023 | |
| Revenues and other income: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating
revenues | |
$ | 731,805 | | |
$ | 733,974 | | |
$ | 734,798 | | |
$ | 2,200,307 | | |
$ | 2,280,180 | |
| Investment
income (loss) | |
| 11,503 | | |
| 10,169 | | |
| 8,181 | | |
| 29,885 | | |
| 31,778 | |
| Total revenues
and other income | |
| 743,308 | | |
| 744,143 | | |
| 742,979 | | |
| 2,230,192 | | |
| 2,311,958 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Costs and other deductions: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Direct costs | |
| 431,705 | | |
| 447,751 | | |
| 440,225 | | |
| 1,309,007 | | |
| 1,365,611 | |
| General and
administrative expenses | |
| 63,976 | | |
| 62,182 | | |
| 62,154 | | |
| 187,881 | | |
| 187,144 | |
| Research
and engineering | |
| 14,404 | | |
| 14,016 | | |
| 14,362 | | |
| 42,629 | | |
| 42,371 | |
| Depreciation
and amortization | |
| 159,234 | | |
| 161,337 | | |
| 160,141 | | |
| 477,060 | | |
| 484,066 | |
| Interest
expense | |
| 55,350 | | |
| 44,042 | | |
| 51,493 | | |
| 157,222 | | |
| 135,347 | |
| Other, net | |
| 41,608 | | |
| 35,546 | | |
| 12,079 | | |
| 69,795 | | |
| (8,604 | ) |
| Total costs
and other deductions | |
| 766,277 | | |
| 764,874 | | |
| 740,454 | | |
| 2,243,594 | | |
| 2,205,935 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income (loss) before income
taxes | |
| (22,969 | ) | |
| (20,731 | ) | |
| 2,525 | | |
| (13,402 | ) | |
| 106,023 | |
| Income tax
expense (benefit) | |
| 10,118 | | |
| 10,513 | | |
| 15,554 | | |
| 41,716 | | |
| 59,976 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
| (33,087 | ) | |
| (31,244 | ) | |
| (13,029 | ) | |
| (55,118 | ) | |
| 46,047 | |
| Less: Net
(income) loss attributable to noncontrolling interest | |
| (22,738 | ) | |
| (17,672 | ) | |
| (19,226 | ) | |
| (67,295 | ) | |
| (41,128 | ) |
| Net income (loss) attributable
to Nabors | |
$ | (55,825 | ) | |
$ | (48,916 | ) | |
$ | (32,255 | ) | |
$ | (122,413 | ) | |
$ | 4,919 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Earnings (losses) per share: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (6.86 | ) | |
$ | (6.26 | ) | |
$ | (4.29 | ) | |
$ | (15.69 | ) | |
$ | (2.79 | ) |
| Diluted | |
$ | (6.86 | ) | |
$ | (6.26 | ) | |
$ | (4.29 | ) | |
$ | (15.69 | ) | |
$ | (2.79 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted-average number of common
shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 9,213 | | |
| 9,148 | | |
| 9,207 | | |
| 9,199 | | |
| 9,168 | |
| Diluted | |
| 9,213 | | |
| 9,148 | | |
| 9,207 | | |
| 9,199 | | |
| 9,168 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
$ | 221,720 | | |
$ | 210,025 | | |
$ | 218,057 | | |
$ | 660,790 | | |
$ | 685,054 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted operating income (loss) | |
$ | 62,486 | | |
$ | 48,688 | | |
$ | 57,916 | | |
$ | 183,730 | | |
$ | 200,988 | |
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | |
| | |
| | |
| |
| | |
September
30, | | |
June 30, | | |
December
31, | |
| (In thousands) | |
2024 | | |
2024 | | |
2023 | |
| ASSETS | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | |
| Cash and short-term
investments | |
$ | 459,302 | | |
$ | 473,608 | | |
$ | 1,070,178 | |
| Accounts receivable, net | |
| 384,723 | | |
| 368,550 | | |
| 347,837 | |
| Other current assets | |
| 228,300 | | |
| 235,632 | | |
| 227,663 | |
| Total
current assets | |
| 1,072,325 | | |
| 1,077,790 | | |
| 1,645,678 | |
| Property, plant and equipment,
net | |
| 2,766,411 | | |
| 2,813,148 | | |
| 2,898,728 | |
| Other long-term assets | |
| 714,900 | | |
| 724,755 | | |
| 733,559 | |
| Total
assets | |
$ | 4,553,636 | | |
$ | 4,615,693 | | |
$ | 5,277,965 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | |
| Current debt | |
$ | - | | |
$ | - | | |
$ | 629,621 | |
| Trade accounts payable | |
| 316,694 | | |
| 331,468 | | |
| 294,442 | |
| Other current liabilities | |
| 254,884 | | |
| 259,454 | | |
| 289,918 | |
| Total
current liabilities | |
| 571,578 | | |
| 590,922 | | |
| 1,213,981 | |
| Long-term debt | |
| 2,503,270 | | |
| 2,514,169 | | |
| 2,511,519 | |
| Other long-term liabilities | |
| 244,679 | | |
| 247,587 | | |
| 271,380 | |
| Total
liabilities | |
| 3,319,527 | | |
| 3,352,678 | | |
| 3,996,880 | |
| | |
| | | |
| | | |
| | |
| Redeemable noncontrolling interest
in subsidiary | |
| 773,525 | | |
| 761,415 | | |
| 739,075 | |
| | |
| | | |
| | | |
| | |
| Equity: | |
| | | |
| | | |
| | |
| Shareholders' equity | |
| 191,363 | | |
| 250,371 | | |
| 326,614 | |
| Noncontrolling interest | |
| 269,221 | | |
| 251,229 | | |
| 215,396 | |
| Total
equity | |
| 460,584 | | |
| 501,600 | | |
| 542,010 | |
| Total
liabilities and equity | |
$ | 4,553,636 | | |
$ | 4,615,693 | | |
$ | 5,277,965 | |
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 |
|
|
Nine
Months Ended |
|
| |
|
September
30, |
|
|
June
30, |
|
|
September
30, |
|
| (In thousands, except rig activity) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2024 |
|
|
2023 |
|
| Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| U.S. Drilling |
|
$ |
254,773 |
|
|
$ |
276,385 |
|
|
$ |
259,723 |
|
|
$ |
786,485 |
|
|
$ |
941,867 |
|
| International Drilling |
|
|
368,594 |
|
|
|
344,780 |
|
|
|
356,733 |
|
|
|
1,074,686 |
|
|
|
1,002,478 |
|
| Drilling Solutions |
|
|
79,544 |
|
|
|
72,831 |
|
|
|
82,961 |
|
|
|
238,079 |
|
|
|
224,729 |
|
| Rig Technologies (1) |
|
|
45,809 |
|
|
|
61,437 |
|
|
|
49,546 |
|
|
|
145,511 |
|
|
|
183,481 |
|
| Other reconciling items
(2) |
|
|
(16,915 |
) |
|
|
(21,459 |
) |
|
|
(14,165 |
) |
|
|
(44,454 |
) |
|
|
(72,375 |
) |
| Total
operating revenues |
|
$ |
731,805 |
|
|
$ |
733,974 |
|
|
$ |
734,798 |
|
|
$ |
2,200,307 |
|
|
$ |
2,280,180 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA: (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| U.S. Drilling |
|
$ |
108,660 |
|
|
$ |
117,357 |
|
|
$ |
114,020 |
|
|
$ |
343,083 |
|
|
$ |
415,292 |
|
| International Drilling |
|
|
115,951 |
|
|
|
96,175 |
|
|
|
106,371 |
|
|
|
324,820 |
|
|
|
283,114 |
|
| Drilling Solutions |
|
|
34,311 |
|
|
|
30,419 |
|
|
|
32,468 |
|
|
|
98,566 |
|
|
|
95,089 |
|
| Rig Technologies (1) |
|
|
6,104 |
|
|
|
7,221 |
|
|
|
7,330 |
|
|
|
20,235 |
|
|
|
18,583 |
|
| Other reconciling items
(4) |
|
|
(43,306 |
) |
|
|
(41,147 |
) |
|
|
(42,132 |
) |
|
|
(125,914 |
) |
|
|
(127,024 |
) |
| Total
adjusted EBITDA |
|
$ |
221,720 |
|
|
$ |
210,025 |
|
|
$ |
218,057 |
|
|
$ |
660,790 |
|
|
$ |
685,054 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted operating income (loss): (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| U.S. Drilling |
|
$ |
41,694 |
|
|
$ |
49,582 |
|
|
$ |
45,085 |
|
|
$ |
137,308 |
|
|
$ |
210,859 |
|
| International Drilling |
|
|
32,182 |
|
|
|
9,862 |
|
|
|
23,672 |
|
|
|
78,330 |
|
|
|
22,226 |
|
| Drilling Solutions |
|
|
29,231 |
|
|
|
25,341 |
|
|
|
27,319 |
|
|
|
83,443 |
|
|
|
80,830 |
|
| Rig Technologies (1) |
|
|
2,761 |
|
|
|
4,995 |
|
|
|
4,860 |
|
|
|
11,830 |
|
|
|
13,741 |
|
| Other reconciling items
(4) |
|
|
(43,382 |
) |
|
|
(41,092 |
) |
|
|
(43,020 |
) |
|
|
(127,181 |
) |
|
|
(126,668 |
) |
| Total
adjusted operating income (loss) |
|
$ |
62,486 |
|
|
$ |
48,688 |
|
|
$ |
57,916 |
|
|
$ |
183,730 |
|
|
$ |
200,988 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rig activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average Rigs Working: (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lower
48 |
|
|
67.8 |
|
|
|
73.7 |
|
|
|
68.7 |
|
|
|
69.5 |
|
|
|
82.8 |
|
| Other
US |
|
|
6.2 |
|
|
|
6.7 |
|
|
|
6.3 |
|
|
|
6.4 |
|
|
|
6.9 |
|
| U.S. Drilling |
|
|
74.0 |
|
|
|
80.4 |
|
|
|
75.0 |
|
|
|
75.9 |
|
|
|
89.7 |
|
| International Drilling |
|
|
84.7 |
|
|
|
77.2 |
|
|
|
84.4 |
|
|
|
83.4 |
|
|
|
76.9 |
|
| Total
average rigs working |
|
|
158.7 |
|
|
|
157.6 |
|
|
|
159.4 |
|
|
|
159.3 |
|
|
|
166.6 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Daily Rig Revenue: (6),(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lower
48 |
|
$ |
34,812 |
|
|
$ |
35,697 |
|
|
$ |
35,334 |
|
|
$ |
35,209 |
|
|
$ |
36,324 |
|
| Other
US |
|
|
66,352 |
|
|
|
56,163 |
|
|
|
68,008 |
|
|
|
66,205 |
|
|
|
64,312 |
|
| U.S. Drilling (10) |
|
|
37,441 |
|
|
|
37,397 |
|
|
|
38,076 |
|
|
|
37,831 |
|
|
|
38,474 |
|
| International Drilling |
|
|
47,281 |
|
|
|
48,528 |
|
|
|
46,469 |
|
|
|
47,041 |
|
|
|
47,728 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Daily Adjusted Gross Margin: (6),(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lower
48 |
|
$ |
15,051 |
|
|
$ |
15,855 |
|
|
$ |
15,598 |
|
|
$ |
15,561 |
|
|
$ |
16,505 |
|
| Other
US |
|
|
37,363 |
|
|
|
27,631 |
|
|
|
38,781 |
|
|
|
37,058 |
|
|
|
33,618 |
|
| U.S. Drilling (10) |
|
|
16,911 |
|
|
|
16,833 |
|
|
|
17,544 |
|
|
|
17,379 |
|
|
|
17,820 |
|
| International Drilling |
|
|
17,085 |
|
|
|
15,778 |
|
|
|
16,050 |
|
|
|
16,407 |
|
|
|
15,762 |
|
| (1) |
Includes our oilfield equipment
manufacturing activities. |
| |
|
| (2) |
Represents the elimination
of inter-segment transactions related to our Rig Technologies operating segment. |
| |
|
| (3) |
Adjusted EBITDA represents
net income (loss) before income tax expense (benefit), investment income (loss), interest expense, other, net and depreciation and
amortization. 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 net income (loss), 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 Net Income (Loss)". |
| |
|
| (4) |
Represents the elimination
of inter-segment transactions and unallocated corporate expenses. |
| |
|
| (5) |
Adjusted operating income (loss)
represents net income (loss) before income tax expense (benefit), investment income (loss), interest expense 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 net income (loss), 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 Net Income (Loss)". |
| |
|
| (6) |
Rig revenue days represents
the number of days the Company's rigs are contracted and performing under a contract during the period. These would typically
include days in which operating, standby and move revenue is earned. |
| |
|
| (7) |
Average rigs working 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. Average rigs working can also be calculated as rig
revenue days during the period divided by the number of calendar days in the period. |
| |
|
| (8) |
Daily rig revenue represents
operating revenue, divided by the total number of revenue days during the quarter. |
| |
|
| (9) |
Daily adjusted gross margin
represents operating revenue less direct costs, divided by the total number of rig revenue days during the quarter. |
| |
|
| (10) |
The U.S. Drilling segment includes
the Lower 48, Alaska, and Gulf of Mexico operating areas. |
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
Reconciliation
of Earnings per Share
(Unaudited)
| | |
Three
Months Ended | | |
Nine
Months Ended | |
| | |
September
30, | | |
June
30, | | |
September
30, | |
| (in thousands, except per share amounts) | |
2024 | | |
2023 | | |
2024 | | |
2024 | | |
2023 | |
| BASIC EPS: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) (numerator): | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss), net of tax | |
$ | (33,087 | ) | |
$ | (31,244 | ) | |
$ | (13,029 | ) | |
$ | (55,118 | ) | |
$ | 46,047 | |
| Less:
net (income) loss attributable to noncontrolling interest | |
| (22,738 | ) | |
| (17,672 | ) | |
| (19,226 | ) | |
| (67,295 | ) | |
| (41,128 | ) |
| Less:
deemed dividends to SPAC public shareholders | |
| — | | |
| (823 | ) | |
| — | | |
| — | | |
| (8,180 | ) |
| Less:
accrued distribution on redeemable noncontrolling interest in subsidiary | |
| (7,363 | ) | |
| (7,517 | ) | |
| (7,283 | ) | |
| (21,929 | ) | |
| (22,307 | ) |
| Numerator for basic earnings
per share: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
income (loss), net of tax - basic | |
$ | (63,188 | ) | |
$ | (57,256 | ) | |
$ | (39,538 | ) | |
$ | (144,342 | ) | |
$ | (25,568 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted-average number of shares
outstanding - basic | |
| 9,213 | | |
| 9,148 | | |
| 9,207 | | |
| 9,199 | | |
| 9,168 | |
| Earnings (losses) per share: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Basic | |
$ | (6.86 | ) | |
$ | (6.26 | ) | |
$ | (4.29 | ) | |
$ | (15.69 | ) | |
$ | (2.79 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| DILUTED EPS: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
income (loss), net of tax - diluted | |
$ | (63,188 | ) | |
$ | (57,256 | ) | |
$ | (39,538 | ) | |
$ | (144,342 | ) | |
$ | (25,568 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weighted-average number of shares
outstanding - diluted | |
| 9,213 | | |
| 9,148 | | |
| 9,207 | | |
| 9,199 | | |
| 9,168 | |
| Earnings (losses) per share: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Diluted | |
$ | (6.86 | ) | |
$ | (6.26 | ) | |
$ | (4.29 | ) | |
$ | (15.69 | ) | |
$ | (2.79 | ) |
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
NON-GAAP
FINANCIAL MEASURES
RECONCILIATION
OF ADJUSTED EBITDA BY SEGMENT TO ADJUSTED OPERATING INCOME (LOSS) BY SEGMENT
(Unaudited)
(In
thousands)
| | |
Three
Months Ended September 30, 2024 | |
| | |
U.S.
Drilling | | |
International
Drilling | | |
Drilling
Solutions | | |
Rig
Technologies | | |
Other
reconciling items | | |
Total | |
| Adjusted operating
income (loss) | |
$ | 41,694 | | |
$ | 32,182 | | |
$ | 29,231 | | |
$ | 2,761 | | |
$ | (43,382 | ) | |
$ | 62,486 | |
| Depreciation
and amortization | |
| 66,966 | | |
| 83,769 | | |
| 5,080 | | |
| 3,343 | | |
| 76 | | |
| 159,234 | |
| Adjusted
EBITDA | |
$ | 108,660 | | |
$ | 115,951 | | |
$ | 34,311 | | |
$ | 6,104 | | |
$ | (43,306 | ) | |
$ | 221,720 | |
| | |
Three
Months Ended September 30, 2023 | |
| | |
U.S.
Drilling | | |
International
Drilling | | |
Drilling
Solutions | | |
Rig
Technologies | | |
Other
reconciling items | | |
Total | |
| Adjusted operating
income (loss) | |
$ | 49,582 | | |
$ | 9,862 | | |
$ | 25,341 | | |
$ | 4,995 | | |
$ | (41,092 | ) | |
$ | 48,688 | |
| Depreciation
and amortization | |
| 67,775 | | |
| 86,313 | | |
| 5,078 | | |
| 2,226 | | |
| (55 | ) | |
| 161,337 | |
| Adjusted
EBITDA | |
$ | 117,357 | | |
$ | 96,175 | | |
$ | 30,419 | | |
$ | 7,221 | | |
$ | (41,147 | ) | |
$ | 210,025 | |
| | |
Three
Months Ended June 30, 2024 | |
| | |
U.S.
Drilling | | |
International
Drilling | | |
Drilling
Solutions | | |
Rig
Technologies | | |
Other
reconciling items | | |
Total | |
| Adjusted operating
income (loss) | |
$ | 45,085 | | |
$ | 23,672 | | |
$ | 27,319 | | |
$ | 4,860 | | |
$ | (43,020 | ) | |
$ | 57,916 | |
| Depreciation
and amortization | |
| 68,935 | | |
| 82,699 | | |
| 5,149 | | |
| 2,470 | | |
| 888 | | |
| 160,141 | |
| Adjusted
EBITDA | |
$ | 114,020 | | |
$ | 106,371 | | |
$ | 32,468 | | |
$ | 7,330 | | |
$ | (42,132 | ) | |
$ | 218,057 | |
| | |
Nine
Months Ended September 30, 2024 | |
| | |
U.S.
Drilling | | |
International
Drilling | | |
Drilling
Solutions | | |
Rig
Technologies | | |
Other
reconciling items | | |
Total | |
| Adjusted operating
income (loss) | |
$ | 137,308 | | |
$ | 78,330 | | |
$ | 83,443 | | |
$ | 11,830 | | |
$ | (127,181 | ) | |
$ | 183,730 | |
| Depreciation
and amortization | |
| 205,775 | | |
| 246,490 | | |
| 15,123 | | |
| 8,405 | | |
| 1,267 | | |
| 477,060 | |
| Adjusted
EBITDA | |
$ | 343,083 | | |
$ | 324,820 | | |
$ | 98,566 | | |
$ | 20,235 | | |
$ | (125,914 | ) | |
$ | 660,790 | |
| | |
Nine
Months Ended September 30, 2023 | |
| | |
U.S.
Drilling | | |
International
Drilling | | |
Drilling
Solutions | | |
Rig
Technologies | | |
Other
reconciling items | | |
Total | |
| Adjusted operating
income (loss) | |
$ | 210,859 | | |
$ | 22,226 | | |
$ | 80,830 | | |
$ | 13,741 | | |
$ | (126,668 | ) | |
$ | 200,988 | |
| Depreciation
and amortization | |
| 204,433 | | |
| 260,888 | | |
| 14,259 | | |
| 4,842 | | |
| (356 | ) | |
| 484,066 | |
| Adjusted
EBITDA | |
$ | 415,292 | | |
$ | 283,114 | | |
$ | 95,089 | | |
$ | 18,583 | | |
$ | (127,024 | ) | |
$ | 685,054 | |
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
NON-GAAP
FINANCIAL MEASURES
RECONCILIATION
OF ADJUSTED GROSS MARGIN BY SEGMENT TO ADJUSTED OPERATING INCOME (LOSS) BY SEGMENT
(Unaudited)
| | |
Three
Months Ended | | |
Nine
Months Ended | |
| | |
September
30, | | |
June
30, | | |
September
30, | |
| (In thousands) | |
2024 | | |
2023 | | |
2024 | | |
2024 | | |
2023 | |
| Lower 48 - U.S. Drilling | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
operating income (loss) | |
$ | 30,353 | | |
$ | 40,366 | | |
$ | 32,841 | | |
$ | 102,458 | | |
$ | 174,933 | |
| Plus:
General and administrative costs | |
| 5,084 | | |
| 5,239 | | |
| 4,390 | | |
| 14,297 | | |
| 15,503 | |
| Plus:
Research and engineering | |
| 972 | | |
| 1,389 | | |
| 909 | | |
| 2,845 | | |
| 4,098 | |
| GAAP
Gross Margin | |
| 36,409 | | |
| 46,994 | | |
| 38,140 | | |
| 119,600 | | |
| 194,534 | |
| Plus:
Depreciation and amortization | |
| 57,470 | | |
| 60,447 | | |
| 59,332 | | |
| 176,535 | | |
| 178,487 | |
| Adjusted
gross margin | |
$ | 93,879 | | |
$ | 107,441 | | |
$ | 97,472 | | |
$ | 296,135 | | |
$ | 373,021 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other - U.S. Drilling | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
operating income (loss) | |
$ | 11,341 | | |
$ | 9,216 | | |
$ | 12,244 | | |
$ | 34,850 | | |
$ | 35,926 | |
| Plus:
General and administrative costs | |
| 313 | | |
| 331 | | |
| 306 | | |
| 944 | | |
| 999 | |
| Plus:
Research and engineering | |
| 42 | | |
| 90 | | |
| 45 | | |
| 134 | | |
| 349 | |
| GAAP
Gross Margin | |
| 11,696 | | |
| 9,637 | | |
| 12,595 | | |
| 35,928 | | |
| 37,274 | |
| Plus:
Depreciation and amortization | |
| 9,496 | | |
| 7,329 | | |
| 9,602 | | |
| 29,240 | | |
| 25,945 | |
| Adjusted
gross margin | |
$ | 21,192 | | |
$ | 16,966 | | |
$ | 22,197 | | |
$ | 65,168 | | |
$ | 63,219 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| U.S. Drilling | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
operating income (loss) | |
$ | 41,694 | | |
$ | 49,582 | | |
$ | 45,085 | | |
$ | 137,308 | | |
$ | 210,859 | |
| Plus:
General and administrative costs | |
| 5,397 | | |
| 5,570 | | |
| 4,696 | | |
| 15,241 | | |
| 16,502 | |
| Plus:
Research and engineering | |
| 1,014 | | |
| 1,479 | | |
| 954 | | |
| 2,979 | | |
| 4,447 | |
| GAAP
Gross Margin | |
| 48,105 | | |
| 56,631 | | |
| 50,735 | | |
| 155,528 | | |
| 231,808 | |
| Plus:
Depreciation and amortization | |
| 66,966 | | |
| 67,776 | | |
| 68,934 | | |
| 205,775 | | |
| 204,432 | |
| Adjusted
gross margin | |
$ | 115,071 | | |
$ | 124,407 | | |
$ | 119,669 | | |
$ | 361,303 | | |
$ | 436,240 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| International Drilling | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
operating income (loss) | |
$ | 32,182 | | |
$ | 9,862 | | |
$ | 23,672 | | |
$ | 78,330 | | |
$ | 22,226 | |
| Plus:
General and administrative costs | |
| 15,699 | | |
| 14,300 | | |
| 15,434 | | |
| 45,548 | | |
| 42,725 | |
| Plus:
Research and engineering | |
| 1,543 | | |
| 1,622 | | |
| 1,404 | | |
| 4,454 | | |
| 5,229 | |
| GAAP
Gross Margin | |
| 49,424 | | |
| 25,784 | | |
| 40,510 | | |
| 128,332 | | |
| 70,180 | |
| Plus:
Depreciation and amortization | |
| 83,768 | | |
| 86,313 | | |
| 82,700 | | |
| 246,491 | | |
| 260,887 | |
| Adjusted
gross margin | |
$ | 133,192 | | |
$ | 112,097 | | |
$ | 123,210 | | |
$ | 374,823 | | |
$ | 331,067 | |
Adjusted
gross margin by segment represents adjusted operating income (loss) plus general and administrative costs, research and engineering costs
and depreciation and amortization.
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
RECONCILIATION
OF NON-GAAP FINANCIAL MEASURES TO NET INCOME (LOSS)
(Unaudited)
| | |
Three
Months Ended | | |
Nine
Months Ended | |
| | |
September
30, | | |
June
30, | | |
September
30, | |
| (In thousands) | |
2024 | | |
2023 | | |
2024 | | |
2024 | | |
2023 | |
| Net income (loss) | |
$ | (33,087 | ) | |
$ | (31,244 | ) | |
$ | (13,029 | ) | |
$ | (55,118 | ) | |
$ | 46,047 | |
| Income
tax expense (benefit) | |
| 10,118 | | |
| 10,513 | | |
| 15,554 | | |
| 41,716 | | |
| 59,976 | |
| Income
(loss) from continuing operations before income taxes | |
| (22,969 | ) | |
| (20,731 | ) | |
| 2,525 | | |
| (13,402 | ) | |
| 106,023 | |
| Investment
(income) loss | |
| (11,503 | ) | |
| (10,169 | ) | |
| (8,181 | ) | |
| (29,885 | ) | |
| (31,778 | ) |
| Interest
expense | |
| 55,350 | | |
| 44,042 | | |
| 51,493 | | |
| 157,222 | | |
| 135,347 | |
| Other,
net | |
| 41,608 | | |
| 35,546 | | |
| 12,079 | | |
| 69,795 | | |
| (8,604 | ) |
| Adjusted
operating income (loss) (1) | |
| 62,486 | | |
| 48,688 | | |
| 57,916 | | |
| 183,730 | | |
| 200,988 | |
| Depreciation
and amortization | |
| 159,234 | | |
| 161,337 | | |
| 160,141 | | |
| 477,060 | | |
| 484,066 | |
| Adjusted
EBITDA (2) | |
$ | 221,720 | | |
$ | 210,025 | | |
$ | 218,057 | | |
$ | 660,790 | | |
$ | 685,054 | |
(1)
Adjusted operating income (loss) represents net income (loss) before income tax expense (benefit), investment income (loss), interest
expense, 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.
(2)
Adjusted EBITDA represents net income (loss) before income tax expense (benefit), investment income (loss), interest expense, other,
net and depreciation and amortization. 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.
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
RECONCILIATION
OF NET DEBT TO TOTAL DEBT
(Unaudited)
| | |
September
30, | | |
June 30, | | |
December
31, | |
| (In thousands) | |
2024 | | |
2024 | | |
2023 | |
| Current debt | |
$ | - | | |
$ | - | | |
$ | 629,621 | |
| Long-term
debt | |
| 2,503,270 | | |
| 2,514,169 | | |
| 2,511,519 | |
| Total
Debt | |
| 2,503,270 | | |
| 2,514,169 | | |
| 3,141,140 | |
| Less: Cash
and short-term investments | |
| 459,302 | | |
| 473,608 | | |
| 1,070,178 | |
| Net
Debt | |
$ | 2,043,968 | | |
$ | 2,040,561 | | |
$ | 2,070,962 | |
NABORS
INDUSTRIES LTD. AND SUBSIDIARIES
RECONCILIATION
OF ADJUSTED FREE CASH FLOW TO
NET
CASH PROVIDED BY OPERATING ACTIVITIES
(Unaudited)
| | |
Three
Months Ended | | |
Nine
Months
Ended | |
| | |
September
30, | | |
June
30, | | |
September
30, | |
| (In thousands) | |
2024 | | |
2024 | | |
2024 | |
| Net cash provided
by operating activities | |
$ | 143,615 | | |
$ | 181,659 | | |
$ | 432,513 | |
| Add: Capital expenditures, net
of proceeds from sales of assets | |
| (126,071 | ) | |
| (125,010 | ) | |
| (350,206 | ) |
| | |
| | | |
| | | |
| | |
| Adjusted
free cash flow | |
$ | 17,544 | | |
$ | 56,649 | | |
$ | 82,307 | |
Adjusted
free cash flow represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales
of assets. Management believes that adjusted free cash flow is an important liquidity measure for the company and that it
is useful to investors and management as a measure of the company’s ability to generate cash flow, after reinvesting in the company
for future growth, that could be available for paying down debt or other financing cash flows, such as dividends to shareholders. Adjusted
free cash flow does not represent the residual cash flow available for discretionary expenditures. Adjusted free cash flow
is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, cash flow from operations
reported in accordance with GAAP.
Exhibit 99.2
| NABORS INDUSTRIES LTD. October 22, 2024
3Q 2024 Earnings
Presentation |
| N A B O R S . C O M
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: • geopolitical events, pandemics and other macro-events and their respective and collective impact on our operations as well as oil
and gas markets and prices; • 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 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 amount and nature of our future capital expenditures and how we expect to fund our capital expenditures; • The occurrence of cybersecurity incidents, attacks and other breaches to our information technology systems; • 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, covenant restrictions,
availability under our revolving credit facility, and future issuances of debt or equity securities and the global interest rate
environment; • 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; • changes in tax laws and the possibility of changes in other laws and regulation; • the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes or sanctions; and • global views on and the regulatory environment related to energy transition and our ability to implement our energy transition
initiatives; •
Forward Looking Statements
NABORS INDUSTRIES
2
• potential long-lived asset impairments • the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes, sanctions or tariffs; • general economic conditions, including the capital and credit markets; • uncertainty as to whether the conditions to closing the merger will be satisfied; • our ability to obtain approval of the merger from our shareholders and Parker's ability to obtain approval of the merger from its
shareholders; • potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; • expectations regarding regulatory approval of the merger; • our ability to retain key personnel of Nabors and Parker; • the diversion of management time on merger-related issues; • the combined company's ability to utilize NOLs; • the significant costs required to complete the merger and to integrate Parker's operations with our own; • whether litigation relating to the merger will occur and, if so, the results of any litigation, settlements and investigations; • our ability to realize the expected benefits of the merger with Parker; and
• the effects of the business combination, including the combined company's future financial condition, results of operations, strategy
and plans.
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. We undertake no obligation to publicly update or revise any forward-looking statement as a
result of new information, future events or otherwise, except as otherwise required by law. Non-GAAP Financial Measures This presentation refers to certain “non-GAAP” financial measures, such as adjusted EBITDA, net debt, adjusted gross margin and adjusted
free cash flow. 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”). |
| N A B O R S . C O M
35%
48%
11%
6%
YTD 9/30/24 Revenue by Segment
U.S. Drilling International Drilling
Drilling Solutions Rig Technologies
3
The Industry’s Most Innovative Technology
NABORS INDUSTRIES
Integrated
Drilling and
Technology
Solutions
Drilling
Operations
Drilling
Solutions
Rig
Technologies
Energy
Transition
Working in tandem to generate superior drilling performance |
| N A B O R S . C O M 4
Drivers of Growth
Capitalizing on
global expansion
Leveraging our
broad
international
footprint
Expanding our
customer base
Growing NDS
revenue on
Nabors U.S., third
party, and
international rigs
Driving healthy
margins in
Lower 48 Drilling
Demonstrating
the value of our
best-in-class high-spec fleet
Reducing carbon
intensity
Energy
transition and
sustainability
expansion
Innovating
advances in
drilling
Setting the
industry standard
in automation and
robotics
Focused on Advanced Technology to Drive Solutions |
| N A B O R S . C O M
Recent Highlights
NABORS INDUSTRIES
5
Lower 48 rigs generating 3Q daily margins of ~$15,051,
holding above prior market cycle highs
Signed merger agreement with Parker Wellbore
Deployed 4 rigs in Algeria and 3 rigs in Saudi Arabia YTD
Additional deployments planned in Saudi Arabia and
Argentina in 4Q
Nabors
Expanding Drilling Solutions content on international rigs
Note: For the reconciliations of adjusted EBITDA, adjusted gross margin, net debt and adjusted free cash flow to
the most comparable non-GAAP measures see non-GAAP reconciliations in Appendix |
| N A B O R S . C O M
Performance
excellence in the
Lower 48
6
Expanding &
enhancing our
International
business
Five Key Value Drivers
1
Advancing
technology &
innovation with
demonstrated
results
Progress on our
commitment to
de-lever
2 3
Leading in
Sustainability
and the Energy
Transition
4 5 |
| N A B O R S . C O M
$-
$4,000
$8,000
$12,000
$16,000
$20,000
Adjusted Daily Gross Margin(1)
$-
$10,000
$20,000
$30,000
$40,000
$50,000
Daily Rig Revenue(1)
1
Growing
International results as
we expand our fleet
Focus on Improving International Rig Economics
Resilience Leading to Growth in Our International Segment
7
(1) Daily rig revenue and adjusted daily gross margin for drilling rigs only, does not include Nabors Drilling Solutions |
| N A B O R S . C O M $0
$4,000
$8,000
$12,000
$16,000
$20,000
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
2021 2022 2023 2024
International Drilling
Adjusted Daily Gross Margin(1)
$0
$10,000
$20,000
$30,000
$40,000
$50,000
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
2021 2022 2023 2024
International Drilling
Daily Revenue(1)
1
Working to
enhance both
the top and
bottom line
Focus on Improving International Rig Economics
Resilience Leading to Growth in Our International Segment
8
(1) Daily rig revenue and adjusted daily gross margin for drilling rigs only, does not include Nabors Drilling Solutions |
| N A B O R S . C O M 0
20
40
60
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4QE 1QE 2QE 3QE 4QE
2022 A 2023 2024 F 2025
SANAD Estimated Average Rig Count Potential*
1
Significant Rig Growth Trajectory in Saudi Arabia
Resilience Leading to Growth in Our International Segment
9
• Eight operating and one more scheduled in 2024
• To date 15 total rigs scheduled for deployment
• Total of 50 rigs to be deployed over 10 years
• Capital expense funded organically by SANAD
• 6-year initial contracts, payout within 5 years,
plus 4-year renewal at market rate
Newbuild Program Generating Revenue
• These estimates are based on current market conditions and expectations are
based on information received from third parties, which are subject to change.
The estimates do not represent guidance or projections. |
| N A B O R S . C O M
4
3
-1 -1
2
1
-3
1
3
5
4
80
85 85
98
Actual
YE 2023 Algeria
Saudi Arabia
Kuwait
Colombia
9/30/2024
Argentina
Saudi Arabia
Suspensions
Potential
YE 2024Argentina
Kuwait
Saudi Arabia Other
Potential
YE 2025 Rig Count
60
65
70
75
80
85
90
95
100
105
110
1
Significant Opportunity for Additional
International Rigs through YE 2025
10
Actively pursuing
multiple
opportunities in
addition to
contracts in-hand
* These estimates are based on current market conditions and expectations are based on information received from
third parties, which are subject to change. The estimates do not represent guidance or projections.
Resilience Leading to Growth in Our International Segment
Contracted Adds/
Suspensions
Potential awards,
negotiations and tenders
Awarded/Contracted
International Drilling Opportunity Set Rig Count*
Working
Renewal
Gap
Release |
| N A B O R S . C O M
$-
$8,000
$16,000
$24,000
$32,000
$40,000
Daily Rig Revenue(1)
$-
$4,000
$8,000
$12,000
$16,000
$20,000
Adjusted Daily Gross Margin(1)
2
L48 Daily Revenue and Margin above All
Prior Cycle Highs
Performance Excellence In The Lower-48
11
Powerful
daily revenue and
margins leading to free
cash flow
(1) Daily rig revenue and adjusted daily gross margin for drilling rigs only, does not include Nabors Drilling Solutions |
| N A B O R S . C O M $0
$5,000
$10,000
$15,000
$20,000
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
2021 2022 2023 2024
L48 Drilling Adjusted
Daily Gross Margin(1)
$0
$10,000
$20,000
$30,000
$40,000
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
2021 2022 2023 2024
L48 Drilling
Daily Revenue(1)
2
Resilient Performance in Volatile Commodity
Market
Performance Excellence In The Lower-48
12
Driving greater
value capture
(1) Daily rig revenue and adjusted daily gross margin for drilling rigs only, does not include Nabors Drilling Solutions |
| N A B O R S . C O M 0%
10%
20%
30%
40%
50%
60%
70%
$-
$50
$100
$150
$200
$250
$300
$350
NDS Revenue, Adjusted EBITDA & Adjusted Gross Margin %
Revenue Adjusted EBITDA Adjusted GM %
NDS Margin Gains Fueled by Increasing
Penetration and Improving Service-line Mix
Improving Outlook For Our Technology & Innovation
13
Adjusted gross
margin of
51%
YTD 9/30/24
3
• YTD 9/30/24 Annualized |
| N A B O R S . C O M 0%
200%
400%
2016 2017 2018 2019 2020 2021 2022 2023 YTD
9/30
NDS - U.S. Third Party
0%
400%
800%
1200%
2016 2017 2018 2019 2020 2021 2022 2023 YTD
9/30
NDS - International
NDS Targeting Third Party and International
Markets
Improving Outlook For Our Technology & Innovation
14
3
• YTD 9/30/24 Annualized
U.S. -
NBR Rigs
41%
U.S. - Third
Party Rigs
19%
International
40%
YTD 9/30/24
Revenue Growth since Inception |
| N A B O R S . C O M
WTX Operator Saves 6.3 Days in Flat Time
15
3 Improving Outlook For Our Technology & Innovation
49% reduction in flat time, from 12.9 to 6.6 days.
7-day improvement in well cycle time, from 21.5 to 14.5 days
Overall footage per day improved by 67%, from 883.7 ft/day
to 1307.2 ft/day
SmartPLAN® compliance achieved 99% utilization in the last
two quarters
Well Cycle Time vs. Average Flat & Drill Time
by Quarter
12.90
9.40 8.80
6.60
8.60 7.80 8.10 7.90
21.50
17.20 16.90
14.50 91%
97%
25
50
75
100
0
2
4
6
8
10
12
14
16
18
20
22
Q3’23 Q4’23
99%
Q1’24
99%
Q2’24
-49%
Flat SP Compliance Drill Well Cycle Time
Days Compliance %
SmartPLAN® intelligent planning observed the following results
targeting Wolfcamp and Bone Springs formations in the
Permian Basin across 102 wells on five rigs, with a 3-string
design at 19,500 ft total depth across the last four quarters. |
| N A B O R S . C O M
$-
$1.0
$2.0
$3.0
$4.0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q
2018 2019 2020 2021 2022 2023 2024 Billions
Net Debt
Significant Headway Improving Leverage
Progress on Our Commitment to De-lever
16
$1.8 billion Net Debt(1) reduction since 1Q 2018
$1.8 billion
(1) Net Debt is a non-GAAP metric; see reconciliations in the Appendix
4 |
| N A B O R S . C O M
Our Energy Transition and Sustainability Strategy
17
Improve
Nabors’
environmental
footprint
Collaborate
with peers to
reduce carbon
output in our
industry
Partner in
adjacent
markets that
leverage our
talent and
technologies
Invest in
companies
developing
green
technologies |
| N A B O R S . C O M
Electrification
Pursuing
Multiple
Decarbonization
Pathways
Green Fuels*
Energy Storage*
Leading in Sustainability and the Energy Transition
Nabors Initiatives to Lower Emissions
18
Emissions Monitoring
Engine Optimization
5
Energy Efficient Lighting
*Note: Energy Storage and Green Fuels are under development with R&D. |
| Appendix
19 |
| Appendix
20 |
| N A B O R S . C O M
Rig Utilization and Availability, September 30, 2024
21
Rig Fleet(1) 315
Rigs on Revenue(1) 156
Utilization(1) 50%
Total U.S. Offshore
12
2
17%
15
4
27%
Alaska International
131
83
63%
112
67
60%
U.S. Lower-48
High Spec(2)
(1) As of September 30, 2024
(2) Excludes non-high spec rigs in the Lower 48 |
| N A B O R S . C O M
Reconciliation of Non-GAAP Financial Measures to
Net Income (Loss)
22
Adjusted EBITDA represents net income (loss) before, income taxes, investment income (loss), interest expense, other, net and depreciation and amortization.
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 net income (loss), which is the most closely comparable GAAP measure, is provided in the table below.
(In thousands) September 30, June 30, September 2023 2024 2024
Net income (loss) (31,244) $ (13,029) $ (33,087) $
Income tax expense (benefit) 10,513 15,554 10,118
Income (loss) from continuing operations before income taxes (20,731) 2,525 (22,969)
Investment (income) loss (10,169) (8,181) (11,503)
Interest Expense 44,042 51,493 55,350 Other, net 35,546 12,079 41,608 Adjusted Operating Income (loss) 48,688 57,916 62,486
Depreciation and Amortization 161,337 160,141 159,234
Adjusted EBITDA $ 210,025 218,057 $ 221,720 $
Three Months Ended |
| N A B O R S . C O M
Reconciliation of U.S. Drilling Segment Adjusted Gross Margin
to U.S. Drilling Segment Adjusted Operating Income
23
Adjusted gross margin by segment represents adjusted operating income (loss) plus general and administrative costs, research and engineering costs and
depreciation and amortization.
September 30, June 30, September 30, 2023 2024 2024
Lower 48 - U.S. - Drilling
Adjusted operating income 40,366 $ 32,841 $ 30,353 $
Plus: General and administrative costs 5,239 4,390 5,084 Plus: Research and engineering 1,389 909 972 GAAP Gross Margin 46,994 38,140 36,409 Plus: Depreciation and amortization 59,332 60,447 57,470 Adjusted gross margin $ 97,472 107,441 $ 93,879 $
Other - U.S. - Drilling
Adjusted operating income 9,216 $ 12,244 $ 11,341 $
Plus: General and administrative costs 331 306 313 Plus: Research and engineering 90 45 42 GAAP Gross Margin 9,637 12,595 11,696 Plus: Depreciation and amortization 7,329 9,602 9,496 Adjusted gross margin $ 16,966 22,197 $ 21,192 $
U.S. - Drilling
Adjusted operating income 49,582 $ 45,085 $ 41,694 $
Plus: General and administrative costs 5,570 4,696 5,397 Plus: Research and engineering 954 1,479 1,014 GAAP Gross Margin 56,631 50,735 48,105 Plus: Depreciation and amortization 67,776 68,934 66,966 Adjusted gross margin $ 124,407 119,669 $ 115,071 $
(In thousands)
Three Months Ended |
| N A B O R S . C O M
Reconciliation of Net Debt to Total Debt
24
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.
December 31, June 30, September 30, 2023 2024 2024
Current Debt 629,621 $ - $ - $
Long-Term Debt 2,511,519 2,514,169 2,503,270 Total Debt 3,141,140 2,514,169 2,503,270 Cash & Short-term Investments 1,070,178 473,608 459,302 Net Debt 2,070,962 2,040,561 2,043,968
(In thousands) |
| N A B O R S . C O M
Reconciliation of Adjusted EBITDA by Segment to
Adjusted Operating Income (Loss) by Segment
25
Adjusted EBITDA by segment represents adjusted income (loss) plus depreciation and amortization. (In thousands) Three Months Ended September 30, 2024
U.S. Drilling
International Drilling Drilling Solutions Rig Technologies
Other reconciling
items Total
Adjusted operating income (loss) 41,694 $ 32,182 $ 29,231 $ 2,761 $ (43,382) $ 62,486 $
Depreciation and amortization 83,769 66,966 5,080 3,343 76 159,234 Adjusted EBITDA $ 115,951 108,660 $ 34,311 $ 6,104 $ (43,306) $ 221,720 $
Three Months Ended June 30, 2024
U.S. Drilling
International Drilling Drilling Solutions Rig Technologies
Other reconciling
items Total
Adjusted operating income (loss) 45,085 $ 23,672 $ 27,319 $ 4,860 $ (43,020) $ 57,916 $
Depreciation and amortization 82,699 68,935 5,149 2,470 888 160,141 Adjusted EBITDA $ 106,371 114,020 $ 32,468 $ 7,330 $ (42,132) $ 218,057 $
Three Months Ended September 30, 2023
U.S. Drilling
International Drilling Drilling Solutions Rig Technologies
Other reconciling
items Total
Adjusted operating income (loss) 49,582 $ 9,862 $ 25,341 $ 4,995 $ (41,092) $ 48,688 $
Depreciation and amortization 67,775 86,313 5,078 2,226 (55) 161,337 Adjusted EBITDA $ 96,175 117,357 $ 30,419 $ 7,221 $ (41,147) $ 210,025 $ |
| N A B O R S . C O M
Reconciliation of Adjusted Free Cash Flow to Net Cash
Provided by Operating Activities
26
Adjusted free cash flow represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales of assets.
Management believes that adjusted free cash flow is an important liquidity measure for the company and that it is useful to investors and management as a
measure of the company’s ability to generate cash flow, after reinvesting in the company for future growth, that could be available for paying down debt or to
return to shareholders through dividend payments or share repurchases. Adjusted free cash flow does not represent the residual cash flow available for
discretionary expenditures. Adjusted free cash flow is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to,
cash flow from operations reported in accordance with GAAP.
Three Months Ended
(In thousands) September 30
2024
Net cash provided by operating activities 143,615 $
Add: Capital expenditures, net of proceeds from sales of assets (126,071) Adjusted free cash flow 17,544 $ |
| N A B O R S . C O M
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Important Additional Information and Where to Find It
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or proxy. In connection with the proposed
transaction Nabors will file with the SEC a Registration Statement on Form S-4 to register the shares of Nabors capital stock to be issued in connection with the proposed
transaction. The Registration Statement will include a joint proxy statement/prospectus of Nabors and Parker. The definitive joint proxy statement/prospectus will be sent to the
shareholders of each of Nabors and Parker seeking their approval of the proposed transaction and other related matters.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT PARKER, NABORS AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed with the SEC by Nabors or Parker free of charge at the SEC's website, www.sec.gov, or from Nabors at its website,
www.nabors.com, or from Parker at its website, www.parkerwellbore.com.
Participants in the Solicitation
Nabors and certain of its directors, executive officers and other employees, and Parker and certain of its directors, executive officers and other employees may be deemed to be
participants in the solicitation of proxies for security holder approvals to be obtained for the proposed transaction. A description of participants' direct or indirect interests, by
security holdings or otherwise, will be included in the joint proxy statement/prospectus.
Disclaimer
NABORS INDUSTRIES
27 |
| NABORS INDUSTRIES LTD.
NABORS.COM
NABORS CORPORATE SERVICES
515 W. Greens Road
Suite 1200
Houston, TX 77067-4525
@ n a b o r s g l o b a l
Contact Us:
William C. Conroy, CFA
VP - Corporate Development and
Investor Relations
William.Conroy@nabors.com
Kara K. Peak
Director - Corporate Development and
Investor Relations
Kara.Peak@nabors.com |
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 3 such as an Office Park
| Name: |
dei_EntityAddressAddressLine3 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Nabors Industries (QB) (USOTC:NBRWF)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Nabors Industries (QB) (USOTC:NBRWF)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
