UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive office)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ | ||
Non-accelerated Filer ☐ | Smaller reporting company | |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of common shares, par value $.05 per share, outstanding as of July 24, 2024 was 9,548,615, excluding 1,161,283 common shares held by our subsidiaries, or
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
Index
2
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, | December 31, | ||||||
| 2024 |
| 2023 |
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(In thousands, except for |
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share amounts) |
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ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Short-term investments |
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Accounts receivable, net of allowance of $ |
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Inventory, net |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Restricted cash held in trust |
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Deferred income taxes |
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Other long-term assets |
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Total assets (1) | $ | | $ | | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Current portion of debt | $ | $ | | ||||
Trade accounts payable | | | |||||
Accrued liabilities | |
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Income taxes payable |
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Current lease liabilities |
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Total current liabilities |
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Long-term debt |
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Other long-term liabilities |
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Deferred income taxes |
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Total liabilities (1) |
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Commitments and contingencies (Note 8) | |||||||
Redeemable noncontrolling interest in subsidiary | |
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Shareholders’ equity: | |||||||
Common shares, par value $ | |||||||
Authorized common shares |
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Capital in excess of par value |
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Accumulated other comprehensive income (loss) |
| ( |
| ( | |||
Retained earnings (accumulated deficit) |
| ( |
| ( | |||
Less: treasury shares, at cost, |
| ( |
| ( | |||
Total shareholders’ equity |
| |
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Noncontrolling interest |
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Total equity |
| |
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Total liabilities and equity | $ | | $ | |
(1) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||
| June 30, |
| June 30, | |||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||
(In thousands, except per share amounts) | ||||||||||||||
Revenues and other income: | ||||||||||||||
Operating revenues | $ | | $ | | $ | | $ | | ||||||
Investment income (loss) |
| |
| |
| |
| | ||||||
Total revenues and other income | | | | | ||||||||||
Costs and other deductions: | ||||||||||||||
Direct costs | | | | | ||||||||||
General and administrative expenses | | | | | ||||||||||
Research and engineering |
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Depreciation and amortization |
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Interest expense | | | | | ||||||||||
Other, net | | ( | | ( | ||||||||||
Total costs and other deductions | | | | | ||||||||||
Income (loss) before income taxes |
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Income tax expense (benefit): | ||||||||||||||
Current |
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Deferred |
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| |
| |
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Total income tax expense (benefit) |
| |
| |
| |
| | ||||||
Net income (loss) |
| ( |
| |
| ( |
| | ||||||
Less: Net (income) loss attributable to noncontrolling interest |
| ( |
| ( |
| ( |
| ( | ||||||
Net income (loss) attributable to Nabors | $ | ( | $ | | $ | ( | $ | | ||||||
Earnings (losses) per share: | ||||||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | | ||||||
Diluted | $ | ( | $ | ( | $ | ( | $ | | ||||||
Weighted-average number of common shares outstanding: | ||||||||||||||
Basic |
| |
| |
| |
| | ||||||
Diluted |
| |
| |
| |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three Months Ended | Six Months Ended |
| |||||||||||
| June 30, |
| June 30, |
| |||||||||
2024 | 2023 | 2024 | 2023 | ||||||||||
(in thousands) |
| ||||||||||||
Net income (loss) attributable to Nabors | $ | ( | $ | | $ | ( | $ | | |||||
Other comprehensive income (loss), before tax: | |||||||||||||
Translation adjustment attributable to Nabors | ( | | ( | | |||||||||
Pension liability amortization and adjustment |
| |
| |
| |
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Other comprehensive income (loss), before tax |
| |
| |
| ( |
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Income tax expense (benefit) related to items of other comprehensive income (loss) |
| |
| |
| |
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Other comprehensive income (loss), net of tax |
| ( |
| |
| ( |
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Comprehensive income (loss) attributable to Nabors |
| ( |
| |
| ( |
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Comprehensive income (loss) attributable to noncontrolling interest |
| |
| |
| |
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Comprehensive income (loss) | $ | ( | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, | |||||||
| 2024 |
| 2023 | ||||
(In thousands) | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | ( | $ | | |||
Adjustments to net income (loss): | |||||||
Depreciation and amortization |
| |
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Deferred income tax expense (benefit) |
| |
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Impairments and other charges |
| — |
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Amortization of debt discount and deferred financing costs | |
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Losses (gains) on debt buyback |
| |
| ( | |||
Losses (gains) on long-lived assets, net |
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Losses (gains) on investments, net |
| |
| ( | |||
Share-based compensation |
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Foreign currency transaction losses (gains), net |
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Mark-to-market (gain) loss on warrants | ( |
| ( | ||||
Other |
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Changes in operating assets and liabilities, net of effects from acquisitions: | |||||||
Accounts receivable |
| ( |
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Inventory |
| ( |
| ( | |||
Other current assets |
| ( |
| ( | |||
Other long-term assets |
| |
| ( | |||
Trade accounts payable and accrued liabilities |
| |
| ( | |||
Income taxes payable |
| ( |
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Other long-term liabilities |
| ( |
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Net cash provided by (used for) operating activities |
| |
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Cash flows from investing activities: | |||||||
Purchase of investments |
| ( |
| ( | |||
Capital expenditures |
| ( |
| ( | |||
Proceeds from sales of assets |
| |
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Other |
| |
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Net cash (used for) provided by investing activities |
| ( |
| ( | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of long-term debt |
| — |
| | |||
Reduction in long-term debt | ( |
| ( | ||||
Debt issuance costs |
| ( |
| ( | |||
Proceeds from revolving credit facilities |
| |
| | |||
Reduction in revolving credit facilities | ( |
| ( | ||||
Payments for employee taxes on net settlement of equity awards | ( |
| ( | ||||
Dividends to common and preferred shareholders |
| ( |
| ( | |||
Distributions to noncontrolling interest | ( |
| ( | ||||
Special purpose acquisition company redemptions by non-controlling redeemable shareholders | — |
| ( | ||||
Other | ( |
| — | ||||
Net cash (used for) provided by financing activities |
| ( |
| ( | |||
Effect of exchange rate changes on cash and cash equivalents | ( |
| ( | ||||
Net increase (decrease) in cash and cash equivalents and restricted cash |
| ( | ( | ||||
Cash and cash equivalents and restricted cash, beginning of period | |
| | ||||
Cash and cash equivalents and restricted cash, end of period | $ | | $ | | |||
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||
Cash and cash equivalents, beginning of period | |
| | ||||
Restricted cash, beginning of period | |
| | ||||
Cash and cash equivalents and restricted cash, beginning of period | $ | $ | | ||||
Cash and cash equivalents, end of period | |
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|
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Cash and cash equivalents and restricted cash, end of period | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
NABORS INDUSTRIES LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
Capital | Accumulated | Retained | ||||||||||||||||||||||
Common Shares | in Excess | Other | Earnings | Non- | ||||||||||||||||||||
|
| Par |
| of Par |
| Comprehensive |
| (Accumulated |
| Treasury |
| controlling |
| Total | ||||||||||
(In thousands) | Shares | Value | Value | Income (Loss) | Loss) | Shares | Interest | Equity | ||||||||||||||||
As of March 31, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||||||
Net income (loss) | — | — | — | — | | — | | | ||||||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | | — | — | — | | ||||||||||||||||
Share-based compensation | | — | | — | — | — | — | | ||||||||||||||||
Deemed dividends to SPAC public shareholders | — | — | — | — | ( | — | — | ( | ||||||||||||||||
Noncontrolling interest contributions (distributions) | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Accrued distribution on redeemable noncontrolling interest in subsidiary | — | — | — | — | ( | — | — | ( | ||||||||||||||||
Other | ( | — | ( | — | — | — | — | ( | ||||||||||||||||
As of June 30, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||||||
As of March 31, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||||||
Net income (loss) | — | — | — | — | ( | — | | ( | ||||||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | ( | — | — | — | ( | ||||||||||||||||
Share-based compensation | | — | | — | — | — | — | | ||||||||||||||||
Noncontrolling interest contributions (distributions) | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Accrued distribution on redeemable noncontrolling interest in subsidiary | — | — | — | — | ( | — | — | ( | ||||||||||||||||
Other | — | — | — | — | | — | — | | ||||||||||||||||
As of June 30, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | |
7
Capital | Accumulated | Retained | |||||||||||||||||||||
Common Shares | in Excess | Other | Earnings | Non- | |||||||||||||||||||
|
| Par |
| of Par |
| Comprehensive |
| (Accumulated |
| Treasury |
| controlling |
| Total | |||||||||
(In thousands) | Shares | Value | Value | Income (Loss) | Loss) | Shares | Interest | Equity | |||||||||||||||
As of December 31, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | ||||||||
Net income (loss) | — | — | — | — | | — | | | |||||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | | — | — | — | | |||||||||||||||
Deemed dividends to SPAC public shareholders | — | — | — | — | ( | — | — | ( | |||||||||||||||
Share-based compensation | | | | — | — | — | — | | |||||||||||||||
Noncontrolling interest contributions (distributions) | — | — | — | — | — | — | ( | ( | |||||||||||||||
Accrued distribution on redeemable noncontrolling interest in subsidiary | — | — | — | — | ( | — | — | ( | |||||||||||||||
Other | ( | ( | ( | — | | — | — | ( | |||||||||||||||
As of June 30, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | ||||||||
As of December 31, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | $ | | ||||||||
Net income (loss) | — | — | — | — | ( | — | | ( | |||||||||||||||
Other comprehensive income (loss), net of tax |