Form 8-K NABORS INDUSTRIES LTD For: Aug 04

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) August 4, 2015

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

(441) 292-1510

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

Item 2.02                                           Results of Operations and Financial Condition.

On August 4, 2015, we issued a press release announcing our results of operations for the three- and six-month period ended June 30, 2015.  A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

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

We also presented in the press release certain “non-GAAP” financial measures.  We presented our adjusted EBITDA and adjusted income (loss) derived from operating activities for all periods presented in the release. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Adjusted EBITDA is computed by subtracting the sum of direct costs, general and administrative expenses from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates.  Adjusted income (loss) derived from operating activities is computed similarly, but also subtracts depreciation and amortization expenses from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates. As part of the press release information, we have provided a reconciliation of adjusted EBITDA and adjusted income (loss) derived from operating activities to income (loss) from continuing operations before income taxes, which is its nearest comparable GAAP financial measure.

We included our adjusted EBITDA and adjusted income (loss) derived from operating activities in the release because management evaluates the performance of our business units and the consolidated company based on several criteria, including these non-GAAP measures, and because we believe these financial measures are an accurate reflection of our ongoing profitability.  There are, however, certain limitations to these measures and therefore they should be considered in addition to and not as an alternative to our results in accordance with GAAP.

Item 8.01.                                        Other Events.

On August 5, 2015, we will present certain information in connection with our call with shareholders, analysts and others relating to our results of operations discussed above.  Attached hereto as Exhibit 99.2 are slides that will be presented at that time.

Item 9.01                                           Financial Statements and Exhibits.

(d)  Exhibits

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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.

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EXHIBIT INDEX

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Exhibit 99.1

Nabors Announces Second Quarter Results

Notable items for the quarter:

·      EPS from continuing operations of ($0.14), including tax expense of ($0.23)

·      Deployed 6 newbuild rigs - two in the U.S., one in Colombia, and three in Saudi Arabia

·      Extended and increased the revolving credit facility to 2020 and $2.2 billion

·      Saudi Arabia business now wholly owned following the purchase of partner interest

HAMILTON, Bermuda, August 4, 2015 — Nabors Industries Ltd. (“Nabors”) (NYSE: NBR) today reported second-quarter revenue and earnings from unconsolidated affiliates of $862 million, compared to $1.42 billion in the first quarter of 2015, and $1.62 billion in the second quarter of last year. The comparable quarters included $367 million and $535 million respectively, in revenue from Completion and Production Services, a business line that merged with C&J Energy Services on March 24, 2015.  Beginning in the second quarter, Nabors’ results reflect equity-method accounting for this investment on a quarter-lag basis.

Net income from continuing operations reported for the second quarter was a loss of $41.9 million or $0.14 per diluted share, which includes $0.23 of tax expense.  This compares to first-quarter net income from continuing operations of $124.4 million or $0.43 per diluted share; or $58.3 million, or $0.20 per share, after excluding $66.1 million attributable to the after-tax net gain from the C&J Energy Services transaction, tax benefits and after-tax severance charges from workforce reductions. The first-quarter comparable results also include income from the Completion and Production Services business.

Anthony Petrello, Nabors’ Chairman and CEO, commented, “Our second-quarter operating results, while down significantly, were better than we had anticipated.  This was largely attributable to a resilient international business and stringent cost control throughout the organization.  The sequential decrease was driven by: lower drilling activity in the U.S. Lower 48, rate concessions and slightly lower utilization internationally, seasonally lower activity in Canada and Alaska, and a depleting backlog in Canrig, partially offset by the initial contribution from six new rigs deployed during the quarter.  We continued to bolster the long-term future of the Company with a more streamlined cost structure and the purchase of our partners’ interest in our Saudi Arabia entity.  Our ability to expand and extend our revolving credit facility in the middle of an industry downturn with a group of 17 global banks, 3 of which are new to the facility, is a testament to our banking group’s confidence in our financial strength and future prospects.

Segment Results

Adjusted income derived from operating activities (“operating income”) in Drilling and Rig Services decreased 48% to $104.9 million from $201.3 million in the first quarter of this year.  Adjusted EBITDA in this unit was $323.6 million, primarily attributable to the International segment.

International operating income decreased by 21% sequentially to $83.3 million, reflecting the impact of negotiated rate reductions.  Going forward, the Company still foresees the potential for further

declines in its international rig count and average margins as the effects of weak oil prices progressively influence the international market.  Despite the softening conditions, full-year results for the International segment are still expected to increase compared to 2014.

In North America, drilling activity within the U.S. Drilling and Canada segments declined significantly throughout the quarter, resulting in decreases in operating income of $45.6 million and $14.6 million, respectively.  In the Lower 48, activity declined throughout the quarter with 33 contracted rigs expiring.  Although the decline in U.S. activity appears to be bottoming, oil price risk remains and lower income is expected as contracts expire and reprice at lower rates.  Results in Canada and Alaska declined seasonally.  In the U.S. Gulf of Mexico the Company’s new deepwater platform rig received a reduced mobilization dayrate throughout the quarter.  However, the commencement of its full operating rate has been delayed for an indefinite period of time due to issues with the installation of the customer’s platform.

Rig Services, which consists of the Company’s manufacturing and directional drilling operations, reported negative operating income of $1.6 million, as the industry’s newbuild activity and drilling activity has declined.

Financial Discussion

The second quarter included several items that impacted the operational results of the Company.  First, the results of the Saudi Arabia joint venture will now be reported on a consolidated basis due to the purchase of the partner’s interest by Nabors in May 2015. Second, the International segment results were negatively impacted by $5 million related to a customer bankruptcy in Latin America. Finally, the Company is now recording its proportionate share of C&J Energy Services earnings with a one-quarter lag.  Accordingly, second-quarter results included a loss of $0.8 million related to the Company’s ownership stake in C&J Energy Services during the first quarter of this year, beginning March 24, 2015.

Income tax expense in the second quarter exceeded the Company’s income before taxes due to the true-up of the Company’s year-to-date tax provision to the full-year expected tax rate. Accordingly, the second quarter’s tax rate is not representative of the full year anticipated rate and the Company currently expects a tax benefit for the third quarter and full year.

William Restrepo, Nabors’ Chief Financial Officer, stated, “Nabors plans to emerge from the current market in a stronger competitive position and has several initiatives underway to achieve this objective.  Our SG&A and purchasing efforts are already yielding significant results.  Likewise, we remain focused on cost control and capital expenditure discipline.  We are committed to free cash flow generation and intend to exit the downturn with a more modern and capable fleet; a focused, streamlined, more effective organization; and a stronger balance sheet with more financial flexibility.”

Summary and Outlook

Petrello concluded, “Looking ahead, although we expect the third quarter to reflect another decrease in our results, we also believe it may represent the bottom in most areas outside of the U.S. Lower 48.  New rig startups internationally combined with fourth quarter seasonal upticks in Alaska and Canada should serve to mitigate some of the impact of further pricing erosion in the U.S. Lower 48 as contracts continue to roll to lower spot-market pricing.  We believe it is likely that current market conditions will prevail for an extended period, particularly in North America. While our international markets will be more resilient, especially in the Middle East and North Africa, we will remain diligent in our

cost-containment efforts.  For the full year, we still expect to achieve substantially higher results in our International and Alaska operations compared to 2014.”

About Nabors

The Nabors companies own and operate approximately 469 land drilling rigs throughout the world. Nabors’ actively marketed offshore fleet consists of six jackups and 36 platform rigs in the United States and multiple international markets. Nabors also manufactures top drives and drilling instrumentation systems.  Nabors participates in most of the significant oil and gas markets in the world.

The information above 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 certain 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 projections contained in this release reflect management’s estimates as of the date of the release.  Nabors does not undertake to update these forward-looking statements.

Media Contact:

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

Source:  Nabors Industries Ltd.

NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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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:

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(1)         Includes our other services comprised of our drilling technology and top drive manufacturing, directional drilling, rig instrumentation and software services.

(2)         Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of $(.3) million, $(.8) million and $6.2 million for the three months ended June 30, 2015 and 2014 and March 31, 2015, respectively and $5.9 million and $(3.3) million for the six months ended June 30, 2015 and 2014, respectively.

(3)         Includes earnings (losses), net from unconsolidated affiliates, accounted for using the equity method, of $.2 million and $.3 million for the three months ended June 30, 2014 and March 31, 2015, respectively and $.3 million for the six months ended June 30, 2015 and 2014.

(4)         Represents our share of the net income (loss) of C&J Energy Services Ltd. for the eight-day period from the closing of the merger until March 31, 2015.

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

(6)         Adjusted EBITDA is computed by subtracting the sum of direct costs, general and administrative expenses and earnings (losses) from our equity method investment from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates. There are limitations inherent in using adjusted EBITDA as a measure of overall profitability because it excludes significant expense items. However, management evaluates the performance of our business units and the consolidated company based on several criteria, including adjusted EBITDA and adjusted income (loss) derived from operating activities, because we believe that these financial measures accurately reflect our ongoing profitability. These amounts should not be used as a substitute for the amounts reported in accordance with GAAP. To compensate for the limitations in utilizing adjusted EBITDA as an operating measure, management also uses GAAP measures of performance, including income from continuing operations and net income, to evaluate performance, but only with respect to the Company as a whole and not on a segment basis.  A reconciliation of this non-GAAP measure to income (loss) from continuing operations before income taxes, which is a 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”. 

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

(8)         Adjusted income (loss) derived from operating activities is computed by subtracting the sum of direct costs, general and administrative expenses, depreciation and amortization and earnings (losses) from our equity method investment from the sum of Operating revenues and Earnings (losses) from unconsolidated affiliates. These amounts should not be used as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of our business units and the consolidated company based on several criteria, including adjusted income (loss) derived from operating activities, because it believes that these financial measures accurately reflect our ongoing profitability. A reconciliation of this non-GAAP measure to income (loss) from continuing operations before income taxes, which is a 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”.

(9)         Excludes well-servicing rigs, which are measured in rig hours.  Includes our equivalent percentage ownership of rigs owned by unconsolidated affiliates.  Rig years represent a measure of the number of equivalent rigs operating during a given period.  For example, one rig operating 182.5 days during a 365-day period represents 0.5 rig years.

(10)  International rig years includes our equivalent percentage ownership of rigs owned by unconsolidated affiliates, which totaled 2.5 years during the three months ended June 30, 2014 and March 31, 2015 and 2.5 years for the six months ended June 30, 2014.  As of May 24, 2015, this was no longer an unconsolidated affiliate.

(11)  Rig hours represents the number of hours that our well-servicing rig fleet operated during the period. This fleet was included in the Completion and Production Services business line that was merged with C&J Energy Services, Inc. in March 2015, therefore we will no longer report this performance metric.

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

(Unaudited)

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NABORS INDUSTRIES LTD. AND SUBSIDIARIES

COMPUTATION OF EARNINGS (LOSSES) PER SHARE

(Unaudited)

A reconciliation of the numerators and denominators of the basic and diluted earnings (losses) per share computations is as follows: