UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
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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 February 12, 2025, Nabors Industries Ltd. (“Nabors”) issued a press release announcing its results of operations for the three months ended December 31, 2024. A copy of that release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On February 13, 2025, Nabors will hold a conference call at 11:00 a.m. Central Time, regarding the Company’s financial results for the quarter ended December 31, 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.
| Exhibit No. |
Description | |
| 99.1 | Press Release | |
| 99.2 | Investor Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 12, 2025 | By: | /s/ Mark D. Andrews |
| Name: Mark D. Andrews | ||
| Title: Corporate Secretary | ||
Exhibit 99.1
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NEWS RELEASE |
Nabors Announces Fourth Quarter 2024 Results
HAMILTON, Bermuda, February 12, 2025 /PRNewswire/ - Nabors Industries Ltd. (“Nabors” or the “Company”) (NYSE: NBR) today reported fourth quarter 2024 operating revenues of $730 million, compared to operating revenues of $732 million in the third quarter. The net loss attributable to Nabors shareholders for the quarter was $54 million, compared to a net loss of $56 million in the third quarter. This equates to a loss of $6.67 per diluted share, compared to a loss per diluted share of $6.86 in the third quarter. Fourth quarter adjusted EBITDA was $221 million, compared to $222 million in the previous quarter.
Highlights
| o | Nabors shareholders approved the issuance of shares to Parker Wellbore (“Parker”) stockholders in connection with the merger between Parker and Nabors. Parker shareholders also approved the merger. Pending certain international regulatory approvals, the merger is expected to close during the first quarter of 2025. |
| o | Nabors received awards for three rigs in Argentina, two of which will be transferred from the U.S. on five-year contracts. The third rig is currently working in country and is scheduled to start its new contract before the end of the year. In addition, the Company received another award for an idle rig in Colombia. These reactivations are capital efficient opportunities to support growth, while improving Nabors’ asset utilization. |
| o | In the fourth quarter, SANAD deployed its ninth newbuild rig and is expected to start up two more in the first quarter of 2025. As Saudi Aramco continues to grow its natural gas activity, Nabors continues to participate in its customer’s expansion plans with commitments to add rigs built in the Kingdom over the coming years and its leading portfolio of drilling-related services. |
| o | In Rig Technologies, Canrig was awarded a comprehensive rig upgrade package by a third-party drilling contractor in the U.S. Canrig is currently pursuing a number of upgrade opportunities, both domestically and internationally. These projects demonstrate Canrig’s advanced technology suite, which enables contractors to remain competitive as the drilling market becomes increasingly demanding. |
Anthony G. Petrello, Nabors Chairman, CEO and President, commented, “We are looking forward to adding Parker to the Nabors portfolio. Our integration planning reinforces the Parker attributes that we identified earlier. We are confident that this acquisition will advance our strategic objectives while creating value for our stakeholders.
“The market environment in the fourth quarter provided us with some challenges in the U.S., as operators continued to modulate their activity levels in oil basins, mainly driven by recent mergers. Leading edge pricing in this market remained steady, supporting our daily margins at relatively high levels. For 2025, we are planning for stable market activity through the early part of the year. Given this activity level, we are responding with actions to improve efficiency and align our cost structure.
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NEWS RELEASE |
“Our international businesses continued to expand in multiple markets, including Saudi Arabia and Argentina. Although our international success places pressure on our capital expenditures, these are attractive growth opportunities for multiyear contracts with high returns. In 2025, we have startups planned in the Kingdom, Argentina, Colombia, and Kuwait. We project these deployments will drive this segment’s margins higher through the year.
“SANAD, our 50/50 joint venture with Saudi Aramco, is progressively adding 50 rigs over approximately 10 years. Through 2024, SANAD has deployed nine of these units. The rigs work under six-year initial contracts that are structured to recover the invested capital over five years. This term is followed by a four-year renewal mechanism, providing at least 10 years of utilization.
“In 2025, SANAD’s working newbuild fleet should approximately double its contribution in adjusted EBITDA over 2024. SANAD’s expansion remains one of our most exciting investment opportunities. We believe that in the next several years our joint venture will start generating cash flow in excess of the annual investment required for the newbuild rigs, meaningfully increasing value for Nabors as a whole.”
Segment Results
International Drilling adjusted EBITDA totaled $112.0 million, compared to $116.0 million in the third quarter. Average rig count met activity expectations as it increased slightly to 85 driven by rig additions in Argentina and Saudi Arabia, mostly offset by rig suspensions in the Kingdom. Daily adjusted gross margin for the fourth quarter averaged $16,687 reflecting incremental costs associated with these rig start-ups and suspensions.
The U.S. Drilling segment reported fourth quarter adjusted EBITDA of $105.8 million, compared to $108.7 million in the third quarter. Nabors’ fourth quarter Lower 48 average rig count totaled 66, versus 68 in the third quarter. In the Lower 48, daily margins held up well in the fourth quarter. Daily adjusted gross margin averaged $14,940, versus $15,051 in the prior quarter. Leading edge pricing remained stable as average day rates reflected contracts rolling to the latest prices. The change in average pricing was mostly offset by reductions in operating expenses.
Drilling Solutions adjusted EBITDA was $33.8 million. The segment’s performance was impacted by Nabors’ rig count in the Lower 48. Internationally, NDS activity remained strong. Drilling Solutions gross margin expanded, topping 54%.
Rig Technologies adjusted EBITDA reached $9.2 million, a 51% increase compared to the third quarter. The increase was mainly due to higher shipments of capital equipment in the Middle East.
Adjusted Free Cash Flow
In the fourth quarter, EBITDA was in line with the prior quarter. A strong improvement in Rig Technologies compensated for the decline in U.S. drilling activity. Consolidated adjusted free cash flow in the fourth quarter was a use of $53 million, resulting in part from a temporary halt in payments by a client in Mexico and by higher capital expenditures.
William Restrepo, Nabors CFO, stated, “Two main factors impacted adjusted free cash flow. First, in Mexico, the collections shortfall totaled approximately $50 million in the fourth quarter. Second, our capital expenses were $241 million, $10 million above our target. Although our capex outside SANAD was $30 million below our target, the JV’s newbuild spending of $143 million exceeded our forecast by $40 million as its rig supplier continued to accelerate completion of construction milestones.
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NEWS RELEASE |
“SANAD consumed $90 million in cash during the fourth quarter. Before SANAD’s growth capital spending, its cash increased by $53 million. For the full year 2024, SANAD’s cash declined by $52 million after funding the investment of $271 million in its newbuild program. This demonstrates that SANAD’s cash increased by more than $200 million, highlighting the extraordinary strength of the existing fleet.
“For the full year, we forecast capital spending of $710 to $720 million. Approximately $360 million of that total will be directed to SANAD newbuild construction.
“We are projecting 2025 consolidated adjusted free cash flow at just over breakeven. The expected use of cash in SANAD is approximately $150 million. This implies that Nabors outside SANAD would generate positive adjusted free cash flow of at least $150 million in 2025. This would give us the ability to reduce Nabors gross debt by a significant amount.
“None of these forecasts include the impact of Parker Wellbore. We believe the acquired business will provide incremental free cash flow to the combined company, even before the expected synergies of $35 million.”
Outlook
Nabors expects the following metrics for the first quarter of 2025 (these expectations exclude the impact of Parker Wellbore):
U.S. Drilling
| o | Lower 48 average rig count of approximately 61 rigs |
| o | Lower 48 daily adjusted gross margin of approximately $14,800 |
| o | Alaska and Gulf of Mexico combined adjusted EBITDA approximately in line with the fourth quarter of 2024 |
International
| o | Average rig count of 85-86 rigs |
| o | Daily adjusted gross margin of approximately $17,000 |
Drilling Solutions
| o | Adjusted EBITDA of approximately $33 million |
Rig Technologies
| o | Adjusted EBITDA of approximately $5 million |
Capital Expenditures
| o | Capital expenditures of $195 - $205 million, with $80 - $85 million for the newbuilds in Saudi Arabia |
| o | Full-year capital expenditures of approximately $710 - $720 million, with $360 million for the SANAD newbuilds |
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NEWS RELEASE |
Adjusted Free Cash Flow
| o | Adjusted free cash flow for 2025 of approximately breakeven, with SANAD consuming approximately $150 million, while the remaining operations should generate around $150 million |
Mr. Petrello concluded, “Nabors commitment to advanced technology is helping us navigate this current environment. The addition of the Parker business will strengthen our position, especially in our Drilling Solutions segment.
“Our investments today support our current operations as well as large scale growth, specifically in Saudi Arabia. Our opportunity in the Kingdom is unique in the drilling industry. It has potential for substantial cash generation as well as for transformational value creation for our shareholders.”
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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.
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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 [email protected], or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email [email protected]. To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail [email protected]
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 filed a Registration Statement with the SEC on Form S-4 to register the shares of Nabors capital stock to be issued in connection with the proposed transaction. The Registration Statement included a joint proxy statement/prospectus of Nabors and Parker. The definitive joint proxy statement/prospectus was sent to the shareholders of each of Nabors and Parker to seek 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, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PARKER, NABORS AND THE PROPOSED TRANSACTION. Investors and security holders are able to obtain these materials 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.
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NEWS RELEASE |
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, is included in the joint proxy statement/prospectus relating to the proposed transaction 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 | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | ||||||||||||||||||
| (In thousands, except per share amounts) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Revenues and other income: | ||||||||||||||||||||
| Operating revenues | $ | 729,819 | $ | 725,801 | $ | 731,805 | $ | 2,930,126 | $ | 3,005,981 | ||||||||||
| Investment income (loss) | 8,828 | 12,042 | 11,503 | 38,713 | 43,820 | |||||||||||||||
| Total revenues and other income | 738,647 | 737,843 | 743,308 | 2,968,839 | 3,049,801 | |||||||||||||||
| Costs and other deductions: | ||||||||||||||||||||
| Direct costs | 433,404 | 424,769 | 431,705 | 1,742,411 | 1,790,380 | |||||||||||||||
| General and administrative expenses | 61,436 | 57,003 | 63,976 | 249,317 | 244,147 | |||||||||||||||
| Research and engineering | 14,434 | 13,926 | 14,404 | 57,063 | 56,297 | |||||||||||||||
| Depreciation and amortization | 156,348 | 161,228 | 159,234 | 633,408 | 645,294 | |||||||||||||||
| Interest expense | 53,642 | 49,938 | 55,350 | 210,864 | 185,285 | |||||||||||||||
| Other, net | 37,021 | 7,878 | 41,608 | 106,816 | (726 | ) | ||||||||||||||
| Total costs and other deductions | 756,285 | 714,742 | 766,277 | 2,999,879 | 2,920,677 | |||||||||||||||
| Income (loss) before income taxes | (17,638 | ) | 23,101 | (22,969 | ) | (31,040 | ) | 129,124 | ||||||||||||
| Income tax expense (benefit) | 15,231 | 19,244 | 10,118 | 56,947 | 79,220 | |||||||||||||||
| Net income (loss) | (32,869 | ) | 3,857 | (33,087 | ) | (87,987 | ) | 49,904 | ||||||||||||
| Less: Net (income) loss attributable to noncontrolling interest | (20,802 | ) | (20,560 | ) | (22,738 | ) | (88,097 | ) | (61,688 | ) | ||||||||||
| Net income (loss) attributable to Nabors | $ | (53,671 | ) | $ | (16,703 | ) | $ | (55,825 | ) | $ | (176,084 | ) | $ | (11,784 | ) | |||||
| Earnings (losses) per share: | ||||||||||||||||||||
| Basic | $ | (6.67 | ) | $ | (2.70 | ) | $ | (6.86 | ) | $ | (22.37 | ) | $ | (5.49 | ) | |||||
| Diluted | $ | (6.67 | ) | $ | (2.70 | ) | $ | (6.86 | ) | $ | (22.37 | ) | $ | (5.49 | ) | |||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||||||
| Basic | 9,213 | 9,133 | 9,213 | 9,202 | 9,159 | |||||||||||||||
| Diluted | 9,213 | 9,133 | 9,213 | 9,202 | 9,159 | |||||||||||||||
| Adjusted EBITDA | $ | 220,545 | $ | 230,103 | $ | 221,720 | $ | 881,335 | $ | 915,157 | ||||||||||
| Adjusted operating income (loss) | $ | 64,197 | $ | 68,875 | $ | 62,486 | $ | 247,927 | $ | 269,863 | ||||||||||
| NABORS INDUSTRIES LTD. AND SUBSIDIARIES | ||||||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||||
| (Unaudited) | ||||||||||||
| December 31, | September 30, | December 31, | ||||||||||
| (In thousands) | 2024 | 2024 | 2023 | |||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and short-term investments | $ | 397,299 | $ | 459,302 | $ | 1,070,178 | ||||||
| Accounts receivable, net | 387,970 | 384,723 | 347,837 | |||||||||
| Other current assets | 214,268 | 228,300 | 227,663 | |||||||||
| Total current assets | 999,537 | 1,072,325 | 1,645,678 | |||||||||
| Property, plant and equipment, net | 2,830,957 | 2,766,411 | 2,898,728 | |||||||||
| Other long-term assets | 673,807 | 714,900 | 733,559 | |||||||||
| Total assets | $ | 4,504,301 | $ | 4,553,636 | $ | 5,277,965 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Current debt | $ | - | $ | - | $ | 629,621 | ||||||
| Trade accounts payable | 321,030 | 316,694 | 294,442 | |||||||||
| Other current liabilities | 250,887 | 254,884 | 289,918 | |||||||||
| Total current liabilities | 571,917 | 571,578 | 1,213,981 | |||||||||
| Long-term debt | 2,505,217 | 2,503,270 | 2,511,519 | |||||||||
| Other long-term liabilities | 220,829 | 244,679 | 271,380 | |||||||||
| Total liabilities | 3,297,963 | 3,319,527 | 3,996,880 | |||||||||
| Redeemable noncontrolling interest in subsidiary | 785,091 | 773,525 | 739,075 | |||||||||
| Equity: | ||||||||||||
| Shareholders' equity | 134,996 | 191,363 | 326,614 | |||||||||
| Noncontrolling interest | 286,251 | 269,221 | 215,396 | |||||||||
| Total equity | 421,247 | 460,584 | 542,010 | |||||||||
| Total liabilities and equity | $ | 4,504,301 | $ | 4,553,636 | $ | 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 | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | ||||||||||||||||||
| (In thousands, except rig activity) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Operating revenues: | ||||||||||||||||||||
| U.S. Drilling | $ | 241,637 | $ | 265,762 | $ | 254,773 | $ | 1,028,122 | $ | 1,207,629 | ||||||||||
| International Drilling | 371,406 | 342,771 | 368,594 | 1,446,092 | 1,345,249 | |||||||||||||||
| Drilling Solutions | 75,992 | 77,028 | 79,544 | 314,071 | 301,757 | |||||||||||||||
| Rig Technologies (1) | 56,166 | 59,287 | 45,809 | 201,677 | 242,768 | |||||||||||||||
| Other reconciling items (2) | (15,382 | ) | (19,047 | ) | (16,915 | ) | (59,836 | ) | (91,422 | ) | ||||||||||
| Total operating revenues | $ | 729,819 | $ | 725,801 | $ | 731,805 | $ | 2,930,126 | $ | 3,005,981 | ||||||||||
| Adjusted EBITDA: (3) | ||||||||||||||||||||
| U.S. Drilling | $ | 105,757 | $ | 118,371 | $ | 108,660 | $ | 448,840 | $ | 533,663 | ||||||||||
| International Drilling | 111,962 | 105,540 | 115,951 | 436,782 | 388,654 | |||||||||||||||
| Drilling Solutions | 33,809 | 34,502 | 34,311 | 132,375 | 129,591 | |||||||||||||||
| Rig Technologies (1) | 9,208 | 8,811 | 6,104 | 29,443 | 27,394 | |||||||||||||||
| Other reconciling items (4) | (40,191 | ) | (37,121 | ) | (43,306 | ) | (166,105 | ) | (164,145 | ) | ||||||||||
| Total adjusted EBITDA | $ | 220,545 | $ | 230,103 | $ | 221,720 | $ | 881,335 | $ | 915,157 | ||||||||||
| Adjusted operating income (loss): (5) | ||||||||||||||||||||
| U.S. Drilling | $ | 38,973 | $ | 51,494 | $ | 41,694 | $ | 176,281 | $ | 262,353 | ||||||||||
| International Drilling | 29,528 | 18,642 | 32,182 | 107,858 | 40,868 | |||||||||||||||
| Drilling Solutions | 28,944 | 30,127 | 29,231 | 112,387 | 110,957 | |||||||||||||||
| Rig Technologies (1) | 8,413 | 5,788 | 2,761 | 20,243 | 19,529 | |||||||||||||||
| Other reconciling items (4) | (41,661 | ) | (37,176 | ) | (43,382 | ) | (168,842 | ) | (163,844 | ) | ||||||||||
| Total adjusted operating income (loss) | $ | 64,197 | $ | 68,875 | $ | 62,486 | $ | 247,927 | $ | 269,863 | ||||||||||
| Rig activity: | ||||||||||||||||||||
| Average Rigs Working: (7) | ||||||||||||||||||||
| Lower 48 | 65.9 | 70.3 | 67.8 | 68.6 | 79.6 | |||||||||||||||
| Other US | 6.8 | 6.0 | 6.2 | 6.5 | 6.7 | |||||||||||||||
| U.S. Drilling | 72.7 | 76.3 | 74.0 | 75.1 | 86.3 | |||||||||||||||
| International Drilling | 84.8 | 79.6 | 84.7 | 83.7 | 77.6 | |||||||||||||||
| Total average rigs working | 157.5 | 155.9 | 158.7 | 158.8 | 163.9 | |||||||||||||||
| Daily Rig Revenue: (6),(8) | ||||||||||||||||||||
| Lower 48 | $ | 33,396 | $ | 35,776 | $ | 34,812 | $ | 34,771 | $ | 36,202 | ||||||||||
| Other US | 62,624 | 62,346 | 66,352 | 65,264 | 63,866 | |||||||||||||||
| U.S. Drilling (10) | 36,137 | 37,865 | 37,441 | 37,419 | 38,338 | |||||||||||||||
| International Drilling | 47,620 | 46,782 | 47,281 | 47,189 | 47,484 | |||||||||||||||
| Daily Adjusted Gross Margin: (6),(9) | ||||||||||||||||||||
| Lower 48 | $ | 14,940 | $ | 16,240 | $ | 15,051 | $ | 15,411 | $ | 16,446 | ||||||||||
| Other US | 34,707 | 34,641 | 37,363 | 36,440 | 33,850 | |||||||||||||||
| U.S. Drilling (10) | 16,793 | 17,687 | 16,911 | 17,237 | 17,790 | |||||||||||||||
| International Drilling | 16,687 | 16,651 | 17,085 | 16,478 | 15,992 | |||||||||||||||
| (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 | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | ||||||||||||||||||
| (in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| BASIC EPS: | ||||||||||||||||||||
| Net income (loss) (numerator): | ||||||||||||||||||||
| Income (loss), net of tax | $ | (32,869 | ) | $ | 3,857 | $ | (33,087 | ) | $ | (87,987 | ) | $ | 49,904 | |||||||
| Less: net (income) loss attributable to noncontrolling interest | (20,802 | ) | (20,560 | ) | (22,738 | ) | (88,097 | ) | (61,688 | ) | ||||||||||
| Less: deemed dividends to SPAC public shareholders | — | (458 | ) | — | — | (8,638 | ) | |||||||||||||
| Less: accrued distribution on redeemable noncontrolling interest in subsidiary | (7,794 | ) | (7,517 | ) | (7,363 | ) | (29,723 | ) | (29,824 | ) | ||||||||||
| Numerator for basic earnings per share: | ||||||||||||||||||||
| Adjusted income (loss), net of tax - basic | $ | (61,465 | ) | $ | (24,678 | ) | $ | (63,188 | ) | $ | (205,807 | ) | $ | (50,246 | ) | |||||
| Weighted-average number of shares outstanding - basic | 9,213 | 9,133 | 9,213 | 9,202 | 9,159 | |||||||||||||||
| Earnings (losses) per share: | ||||||||||||||||||||
| Total Basic | $ | (6.67 | ) | $ | (2.70 | ) | $ | (6.86 | ) | $ | (22.37 | ) | $ | (5.49 | ) | |||||
| DILUTED EPS: | ||||||||||||||||||||
| Adjusted income (loss), net of tax - diluted | $ | (61,465 | ) | $ | (24,678 | ) | $ | (63,188 | ) | $ | (205,807 | ) | $ | (50,246 | ) | |||||
| Weighted-average number of shares outstanding - diluted | 9,213 | 9,133 | 9,213 | 9,202 | 9,159 | |||||||||||||||
| Earnings (losses) per share: | ||||||||||||||||||||
| Total Diluted | $ | (6.67 | ) | $ | (2.70 | ) | $ | (6.86 | ) | $ | (22.37 | ) | $ | (5.49 | ) | |||||
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 December 31, 2024 | ||||||||||||||||||||||||
| U.S. Drilling | International Drilling | Drilling Solutions | Rig Technologies | Other reconciling items | Total | |||||||||||||||||||
| Adjusted operating income (loss) | $ | 38,973 | $ | 29,528 | $ | 28,944 | $ | 8,413 | $ | (41,661 | ) | $ | 64,197 | |||||||||||
| Depreciation and amortization | 66,784 | 82,434 | 4,865 | 795 | 1,470 | 156,348 | ||||||||||||||||||
| Adjusted EBITDA | $ | 105,757 | $ | 111,962 | $ | 33,809 | $ | 9,208 | $ | (40,191 | ) | $ | 220,545 | |||||||||||
| Three Months Ended December 31, 2023 | ||||||||||||||||||||||||
| U.S. Drilling | International Drilling | Drilling Solutions | Rig Technologies | Other reconciling items | Total | |||||||||||||||||||
| Adjusted operating income (loss) | $ | 51,494 | $ | 18,642 | $ | 30,127 | $ | 5,788 | $ | (37,176 | ) | $ | 68,875 | |||||||||||
| Depreciation and amortization | 66,877 | 86,898 | 4,375 | 3,023 | 55 | 161,228 | ||||||||||||||||||
| Adjusted EBITDA | $ | 118,371 | $ | 105,540 | $ | 34,502 | $ | 8,811 | $ | (37,121 | ) | $ | 230,103 | |||||||||||
| 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 | |||||||||||
| Year Ended December 31, 2024 | ||||||||||||||||||||||||
| U.S. Drilling | International Drilling | Drilling Solutions | Rig Technologies | Other reconciling items | Total | |||||||||||||||||||
| Adjusted operating income (loss) | $ | 176,281 | $ | 107,858 | $ | 112,387 | $ | 20,243 | $ | (168,842 | ) | $ | 247,927 | |||||||||||
| Depreciation and amortization | 272,559 | 328,924 | 19,988 | 9,200 | 2,737 | 633,408 | ||||||||||||||||||
| Adjusted EBITDA | $ | 448,840 | $ | 436,782 | $ | 132,375 | $ | 29,443 | $ | (166,105 | ) | $ | 881,335 | |||||||||||
| Year Ended December 31, 2023 | ||||||||||||||||||||||||
| U.S. Drilling | International Drilling | Drilling Solutions | Rig Technologies | Other reconciling items | Total | |||||||||||||||||||
| Adjusted operating income (loss) | $ | 262,353 | $ | 40,868 | $ | 110,957 | $ | 19,529 | $ | (163,844 | ) | $ | 269,863 | |||||||||||
| Depreciation and amortization | 271,310 | 347,786 | 18,634 | 7,865 | (301 | ) | 645,294 | |||||||||||||||||
| Adjusted EBITDA | $ | 533,663 | $ | 388,654 | $ | 129,591 | $ | 27,394 | $ | (164,145 | ) | $ | 915,157 | |||||||||||
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 | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | ||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Lower 48 - U.S. Drilling | ||||||||||||||||||||
| Adjusted operating income (loss) | $ | 27,354 | $ | 40,108 | $ | 30,353 | $ | 129,812 | $ | 215,041 | ||||||||||
| Plus: General and administrative costs | 5,156 | 4,087 | 5,084 | 19,452 | 19,590 | |||||||||||||||
| Plus: Research and engineering | 1,002 | 1,276 | 972 | 3,847 | 5,373 | |||||||||||||||
| GAAP Gross Margin | 33,512 | 45,471 | 36,409 | 153,111 | 240,004 | |||||||||||||||
| Plus: Depreciation and amortization | 57,019 | 59,545 | 57,470 | 233,555 | 238,033 | |||||||||||||||
| Adjusted gross margin | $ | 90,531 | $ | 105,016 | $ | 93,879 | $ | 386,666 | $ | 478,037 | ||||||||||
| Other - U.S. Drilling | ||||||||||||||||||||
| Adjusted operating income (loss) | $ | 11,619 | $ | 11,386 | $ | 11,341 | $ | 46,469 | $ | 47,312 | ||||||||||
| Plus: General and administrative costs | 305 | 315 | 313 | 1,250 | 1,314 | |||||||||||||||
| Plus: Research and engineering | 72 | 89 | 42 | 206 | 438 | |||||||||||||||
| GAAP Gross Margin | 11,996 | 11,790 | 11,696 | 47,925 | 49,064 | |||||||||||||||
| Plus: Depreciation and amortization | 9,765 | 7,332 | 9,496 | 39,004 | 33,277 | |||||||||||||||
| Adjusted gross margin | $ | 21,761 | $ | 19,122 | $ | 21,192 | $ | 86,929 | $ | 82,341 | ||||||||||
| U.S. Drilling | ||||||||||||||||||||
| Adjusted operating income (loss) | $ | 38,973 | $ | 51,494 | $ | 41,694 | $ | 176,281 | $ | 262,353 | ||||||||||
| Plus: General and administrative costs | 5,461 | 4,402 | 5,397 | 20,702 | 20,904 | |||||||||||||||
| Plus: Research and engineering | 1,074 | 1,365 | 1,014 | 4,053 | 5,811 | |||||||||||||||
| GAAP Gross Margin | 45,508 | 57,261 | 48,105 | 201,036 | 289,068 | |||||||||||||||
| Plus: Depreciation and amortization | 66,784 | 66,877 | 66,966 | 272,559 | 271,310 | |||||||||||||||
| Adjusted gross margin | $ | 112,292 | $ | 124,138 | $ | 115,071 | $ | 473,595 | $ | 560,378 | ||||||||||
| International Drilling | ||||||||||||||||||||
| Adjusted operating income (loss) | $ | 29,528 | $ | 18,642 | $ | 32,182 | $ | 107,858 | $ | 40,868 | ||||||||||
| Plus: General and administrative costs | 16,758 | 14,900 | 15,698 | 62,306 | 57,624 | |||||||||||||||
| Plus: Research and engineering | 1,431 | 1,560 | 1,543 | 5,886 | 6,789 | |||||||||||||||
| GAAP Gross Margin | 47,717 | 35,102 | 49,423 | 176,050 | 105,281 | |||||||||||||||
| Plus: Depreciation and amortization | 82,434 | 86,898 | 83,769 | 328,924 | 347,786 | |||||||||||||||
| Adjusted gross margin | $ | 130,151 | $ | 122,000 | $ | 133,192 | $ | 504,974 | $ | 453,067 | ||||||||||
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 | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | ||||||||||||||||||
| (In thousands) | 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||||||||
| Net income (loss) | $ | (32,869 | ) | $ | 3,857 | $ | (33,087 | ) | $ | (87,987 | ) | $ | 49,904 | |||||||
| Income tax expense (benefit) | 15,231 | 19,244 | 10,118 | 56,947 | 79,220 | |||||||||||||||
| Income (loss) from continuing operations before income taxes | (17,638 | ) | 23,101 | (22,969 | ) | (31,040 | ) | 129,124 | ||||||||||||
| Investment (income) loss | (8,828 | ) | (12,042 | ) | (11,503 | ) | (38,713 | ) | (43,820 | ) | ||||||||||
| Interest expense | 53,642 | 49,938 | 55,350 | 210,864 | 185,285 | |||||||||||||||
| Other, net | 37,021 | 7,878 | 41,608 | 106,816 | (726 | ) | ||||||||||||||
| Adjusted operating income (loss) (1) | 64,197 | 68,875 | 62,486 | 247,927 | 269,863 | |||||||||||||||
| Depreciation and amortization | 156,348 | 161,228 | 159,234 | 633,408 | 645,294 | |||||||||||||||
| Adjusted EBITDA (2) | $ | 220,545 | $ | 230,103 | $ | 221,720 | $ | 881,335 | $ | 915,157 | ||||||||||
| (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)
| December 31, | September 30, | December 31, | ||||||||||
| (In thousands) | 2024 | 2024 | 2023 | |||||||||
| Current debt | $ | - | $ | - | $ | 629,621 | ||||||
| Long-term debt | 2,505,217 | 2,503,270 | 2,511,519 | |||||||||
| Total Debt | 2,505,217 | 2,503,270 | 3,141,140 | |||||||||
| Less: Cash and short-term investments | 397,299 | 459,302 | 1,070,178 | |||||||||
| Net Debt | $ | 2,107,918 | $ | 2,043,968 | $ | 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 | Year Ended | |||||||||||
| December 31, | September 30, | December 31, | ||||||||||
| (In thousands) | 2024 | 2024 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 148,919 | $ | 143,615 | $ | 581,432 | ||||||
| Add: Capital expenditures, net of proceeds from sales of assets | (202,215 | ) | (126,071 | ) | (552,421 | ) | ||||||
| Adjusted free cash flow | $ | (53,296 | ) | $ | 17,544 | $ | 29,011 | |||||
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.
| NABORS INDUSTRIES February 12, 2024 4Q 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; • 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 43% 42% 13% 3% FY 2024 Adjusted EBITDA 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 Developing paths to growth for NDS 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 International Drilling adj. daily margins of ~$16,700 in 4Q; Lower 48 rigs generating adj. daily margins of >$14,900 Continued progress toward Parker Wellbore acquisition Deployed 4 rigs in Algeria, 4 rigs in Saudi Arabia and 2 rigs in Argentina in FY 2024; in 1Q 1 deployment planned in Argentina and 2 in Saudi Arabia Nabors Drilling Solutions adjusted gross margin of >54% in 4Q, a performance record 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 Focused 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 Daily Adjusted 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 $5,000 $10,000 $15,000 $20,000 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 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 4Q 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 4Q 1QE 2QE 3QE 4QE 2022 2023 2024 2025E SANAD Estimated Average Rig Count Potential* 1 Significant Rig Growth Trajectory in Saudi Arabia Resilience Leading to Growth in Our International Segment 9 • To date 15 rigs have been awarded by Saudi Aramco; 9 have been deployed • 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 4 2 -1 -1 -3 1 1 3 5 3 80 85 98 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 Potential awards, negotiations and tenders Awarded/Contracted International Drilling Opportunity Set Rig Count* Working Renewal Gap Release Suspensions |
| N A B O R S . C O M $- $4,000 $8,000 $12,000 $16,000 $20,000 Adjusted Daily Gross Margin(1) $- $8,000 $16,000 $24,000 $32,000 $40,000 Daily Rig Revenue(1) 2 L48 Daily Revenue and Margin above All Prior Cycle Highs Performance Excellence In The Lower-48 11 Strong 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 4Q 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 4Q 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 NDS Margin Gains Fueled by Increasing Penetration and Improving Service-line Mix Improving Outlook For Our Technology & Innovation 13 Adjusted gross margin of 51% For FY2024 3 • 54% for 4Q 2024 0% 10% 20% 30% 40% 50% 60% $- $50 $100 $150 $200 $250 $300 $350 NDS Revenue, Adjusted EBITDA & Adjusted Gross Margin % Revenue Adjusted EBITDA Adjusted GM % |
| N A B O R S . C O M 0% 300% 600% 900% 1200% 2016 2017 2018 2019 2020 2021 2022 2023 2024 NDS - International 0% 100% 200% 300% 400% 2016 2017 2018 2019 2020 2021 2022 2023 2024 NDS - U.S. Third Party Growth % U.S. - NBR Rigs 40% U.S. - Third Party Rigs 19% International 41% FY 2024 Revenue NDS Targeting Third Party and International Markets Improving Outlook For Our Technology & Innovation 14 3 • YTD 9/30/24 Annualized Revenue Growth since Inception |
| N A B O R S . C O M Reduced Flat Time on Multiple Wells in Argentina with Nabors Integrated MPD 15 3 Improving Outlook For Our Technology & Innovation Hardware Impact (MPD) (Figure 1) 6.5 hours saved in MPD-related flat time based on rig-up and rig-down times 28% improvement in integrated MPD-related flat time over two years Software Impact (SmartDRILL) Rotary rate of penetration (ROP) improved by 36% 40%reduction in weight-to-weight times during connections With two operators in the Vaca Muerta — one using a Nabors rig with MPD Related Flat Time Reduction Analysis integrated MPD and the other using conventional MPD — Nabors demonstrated the effectiveness of its combined technologies: Integra MPD and SmartDRILL® 0 5 10 15 20 25 30 35 40 Q3’22 Q3’23 30.0 Q3’24 38.3 32.7 32.8 28.2 23.5 28% 6.5 Rig Using Conventional MPD Rig Using INTEGRA MPD Hours Figure 1 |
| N A B O R S . C O M Significant Headway Improving Leverage in 2024 Progress on Our Commitment to De-lever 16 4 In July, issued $550 million of 8.875% Senior Guaranteed Notes due 2031 Subsequently redeemed $556 million notes due 2026 Weighted average maturity of outstanding notes now stands at 4.3 years Earlier, expanded and extended credit facility until 2029 o Expanded from $350 million to $475 million, including $125 million for letters of credit o Increased accordion feature from $100 million to $200 million o Facility expires in June 2029 $ |
| 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. |
| N A B O R S . C O M 19 Ubiquitous Ability to create heat reservoirs by drilling into deep rock formations Innovative Drilling Technologies Reducing cost per energy-unit produced by using and combining new technologies Baseload Reliable and available 24/7 Renewable Subsurface heat replenished naturally Nabors and its predecessor entities have been continuously innovating in the energy sector for over 100 years Technological advancements are enabling wide-scale commercial geothermal development Leading in Sustainability and the Energy Transition Geothermal Market Technology Advancements 5 |
| Appendix 20 |
| N A B O R S . C O M Rig Utilization and Availability, December 31, 2024 21 Rig Fleet(1) 311 Rigs on Revenue(1) 156 Utilization(1) 50% Total U.S. Offshore 12 2 17% 15 5 33% Alaska International 132 85 64% 110 64 58% U.S. Lower-48 High Spec(2) (1) As of December 31, 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) December 31, September 30 December 31 2023 2024 2024 Net income (loss) 3,857 $ (33,087) $ (32,869) $ Income tax expense (benefit) 19,244 10,118 15,231 Income (loss) from continuing operations before income taxes 23,101 (22,969) (17,638) Investment (income) loss (12,042) (11,503) (8,828) Interest Expense 49,938 55,350 53,642 Other, net 7,878 41,608 37,021 Adjusted Operating Income (loss) 68,875 62,486 64,197 Depreciation and Amortization 161,228 159,234 156,348 Adjusted EBITDA $ 230,103 221,720 $ 220,545 $ 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. December 31, September 30, December 31, 2023 2024 2024 Lower 48 - U.S. - Drilling Adjusted operating income 40,108 $ 30,353 $ 27,354 $ Plus: General and administrative costs 4,087 5,084 5,156 Plus: Research and engineering 972 1,276 1,002 GAAP Gross Margin 45,471 36,409 33,512 Plus: Depreciation and amortization 57,470 59,545 57,019 Adjusted gross margin $ 93,879 105,016 $ 90,531 $ Other - U.S. - Drilling Adjusted operating income 11,386 $ 11,341 $ 11,619 $ Plus: General and administrative costs 315 313 305 Plus: Research and engineering 89 42 72 GAAP Gross Margin 11,790 11,696 11,996 Plus: Depreciation and amortization 7,332 9,496 9,765 Adjusted gross margin $ 21,192 19,122 $ 21,761 $ U.S. - Drilling Adjusted operating income 51,494 $ 41,694 $ 38,973 $ Plus: General and administrative costs 4,402 5,397 5,461 Plus: Research and engineering 1,365 1,014 1,074 GAAP Gross Margin 57,261 48,105 45,508 Plus: Depreciation and amortization 66,877 66,966 66,784 Adjusted gross margin $ 115,071 124,138 $ 112,292 $ (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, September 30, December 31, 2023 2024 2024 Current Debt 629,621 $ - $ - $ Long-Term Debt 2,511,519 2,503,270 2,505,217 Total Debt 3,141,140 2,503,270 2,505,217 Cash & Short-term Investments 1,070,178 459,302 397,299 Net Debt 2,070,962 2,043,968 2,107,918 (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 December 31, 2024 U.S. Drilling International Drilling Drilling Solutions Rig Technologies Other reconciling items Total Adjusted operating income (loss) 38,973 $ 29,528 $ 28,944 $ 8,413 $ (41,661) $ 64,197 $ Depreciation and amortization 82,434 66,784 4,865 795 1,470 156,348 Adjusted EBITDA $ 105,757 111,962 $ 33,809 $ 9,208 $ (40,191) $ 220,545 $ 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 December 31, 2023 U.S. Drilling International Drilling Drilling Solutions Rig Technologies Other reconciling items Total Adjusted operating income (loss) 51,494 $ 18,642 $ 30,127 $ 5,788 $ (37,176) $ 68,875 $ Depreciation and amortization 86,898 66,877 4,375 3,023 55 161,228 Adjusted EBITDA $ 118,371 105,540 $ 34,502 $ 8,811 $ (37,121) $ 230,103 $ |
| 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) December 31 2024 Net cash provided by operating activities 148,919 $ Add: Capital expenditures, net of proceeds from sales of assets (202,215) Adjusted free cash flow (53,296) $ |
| 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 [email protected] Kara K. Peak Director - Corporate Development and Investor Relations [email protected] |